EX-4.1



 Exhibit 4.1 

Execution Copy 
  

 
  

Published CUSIP Number: 45810CAD0 

THIRD AMENDED AND RESTATED CREDIT AGREEMENT 

Dated as of July 2, 2014 

among 
 INTEGRA LIFESCIENCES
HOLDINGS CORPORATION, 
 a Delaware corporation, 

as the Borrower, 
 BANK OF
AMERICA, N.A., 
 as Administrative Agent, Swing Line Lender 

and L/C Issuer, 
 and 

WELLS FARGO BANK, NATIONAL ASSOCIATION 

as Syndication Agent, 
 and 

HSBC BANK USA, NATIONAL ASSOCIATION, ROYAL BANK OF CANADA, 

CITIZENS BANK, NATIONAL ASSOCIATION, DNB CAPITAL LLC, 

CRÉDIT AGRICOLE-CORPORATE AND INVESTMENT BANK 

and TD BANK, N.A., 

as Co-Documentation Agents, 
 and

 THE OTHER LENDERS PARTY HERETO 
  

 
  

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED 

and 
 WELLS FARGO
SECURITIES, LLC 
 as Joint Lead Arrangers and Joint Book Managers 

 
  

 







 TABLE OF CONTENTS 

 

							
	 Section
	 	 	  	Page	 
		 	ARTICLE I	  			
		 	DEFINITIONS AND ACCOUNTING TERMS	  			
			
	1.01	 	Defined Terms	  	 	1	  
			
	1.02	 	 Other Interpretive Provisions
	  	 	37	  
			
	1.03	 	 Accounting Terms
	  	 	38	  
			
	1.04	 	 Rounding
	  	 	39	  
			
	1.05	 	 Times of Day
	  	 	39	  
			
	1.06	 	 Letter of Credit Amounts
	  	 	39	  
			
	1.07	 	 Amendment and Restatement
	  	 	39	  
			
		 	 ARTICLE II
	  			
		 	 COMMITMENTS AND CREDIT EXTENSIONS
	  			
			
	2.01	 	 Loans
	  	 	41	  
			
	2.02	 	 Borrowings, Conversions and Continuations of Loans
	  	 	41	  
			
	2.03	 	 Letters of Credit
	  	 	43	  
			
	2.04	 	 Swing Line Loans
	  	 	52	  
			
	2.05	 	 Prepayments
	  	 	55	  
			
	2.06	 	 Termination or Reduction of Commitments
	  	 	57	  
			
	2.07	 	 Repayment of Loans
	  	 	58	  
			
	2.08	 	 Interest
	  	 	59	  
			
	2.09	 	 Fees
	  	 	59	  
			
	2.10	 	 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate
	  	 	60	  
			
	2.11	 	 Evidence of Debt
	  	 	61	  
			
	2.12	 	 Payments Generally; Administrative Agent’s Clawback
	  	 	61	  
			
	2.13	 	 Sharing of Payments by Lenders
	  	 	63	  
			
	2.14	 	 Cash Collateral
	  	 	64	  
			
	2.15	 	 Defaulting Lenders
	  	 	65	  
			
	2.16	 	 Increase in Commitments
	  	 	67	  
			
		 	 ARTICLE III
	  			
		 	 TAXES, YIELD PROTECTION AND ILLEGALITY
	  			
			
	3.01	 	 Taxes
	  	 	70	  
			
	3.02	 	 Illegality
	  	 	75	  
			
	3.03	 	 Inability to Determine Rates
	  	 	75	  


  
 i 








 TABLE OF CONTENTS 

 

							
	 Section
	 	 	  	Page	 
			
	3.04	 	Increased Costs; Reserves on Eurodollar Rate Loans	  	 	76	  
			
	3.05	 	 Compensation for Losses
	  	 	78	  
			
	3.06	 	 Mitigation Obligations; Replacement of Lenders
	  	 	78	  
			
	3.07	 	 Survival
	  	 	79	  
			
		 	 ARTICLE IV
	  			
		 	 CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
	  			
			
	4.01	 	 Conditions to Closing
	  	 	79	  
			
	4.02	 	 Conditions to all Credit Extensions
	  	 	82	  
			
		 	 ARTICLE V
	  			
		 	 REPRESENTATIONS AND WARRANTIES
	  			
			
	5.01	 	 Existence, Qualification and Power
	  	 	83	  
			
	5.02	 	 Authorization; No Contravention
	  	 	83	  
			
	5.03	 	 Governmental Authorization; Other Consents
	  	 	83	  
			
	5.04	 	 Binding Effect
	  	 	84	  
			
	5.05	 	 Financial Statements; No Material Adverse Effect
	  	 	84	  
			
	5.06	 	 Litigation
	  	 	84	  
			
	5.07	 	 No Default
	  	 	85	  
			
	5.08	 	 Subsidiaries and Equity Investments
	  	 	85	  
			
	5.09	 	 Ownership
	  	 	85	  
			
	5.10	 	 Ownership of Personal Property; Liens
	  	 	85	  
			
	5.11	 	 Intellectual Property; Licenses; Etc.
	  	 	86	  
			
	5.12	 	 Real Estate; Lease
	  	 	86	  
			
	5.13	 	 Environmental Matters
	  	 	86	  
			
	5.14	 	 Security Documents
	  	 	87	  
			
	5.15	 	 Insurance
	  	 	87	  
			
	5.16	 	 Transactions with Affiliates
	  	 	88	  
			
	5.17	 	 Taxes
	  	 	88	  
			
	5.18	 	 ERISA Compliance
	  	 	88	  
			
	5.19	 	 Purpose of Loans and Letters of Credit
	  	 	89	  
			
	5.20	 	 Margin Regulations; Investment Company Act
	  	 	89	  
			
	5.21	 	 Disclosure
	  	 	89	  
			
	5.22	 	 Compliance with Laws
	  	 	90	  


  
 ii 








 TABLE OF CONTENTS 

 

							
	 Section
	 	 	  	Page	 
			
	5.23	 	Labor Matters	  	 	90	  
			
	5.24	 	 Solvency
	  	 	90	  
			
	5.25	 	 [Intentionally Omitted]
	  	 	91	  
			
	5.26	 	 Nature of Business
	  	 	91	  
			
	5.27	 	 OFAC
	  	 	91	  
			
	5.28	 	 Anti-Corruption Laws
	  	 	91	  
			
		 	 ARTICLE VI
	  			
		 	 AFFIRMATIVE COVENANTS
	  			
			
	6.01	 	 Financial Statements
	  	 	91	  
			
	6.02	 	 Certificates; Other Information
	  	 	92	  
			
	6.03	 	 Notices
	  	 	94	  
			
	6.04	 	 Payment of Obligations
	  	 	95	  
			
	6.05	 	 Preservation of Existence, Etc.
	  	 	95	  
			
	6.06	 	 Maintenance of Properties
	  	 	95	  
			
	6.07	 	 Maintenance of Insurance; Certain Proceeds
	  	 	95	  
			
	6.08	 	 Compliance with Laws
	  	 	96	  
			
	6.09	 	 Books and Records
	  	 	96	  
			
	6.10	 	 Inspection Rights
	  	 	96	  
			
	6.11	 	 Further Assurances with Respect to Additional Loan Parties
	  	 	97	  
			
	6.12	 	 Further Assurances with Respect to Additional Collateral
	  	 	98	  
			
	6.13	 	 [Intentionally Omitted]
	  	 	98	  
			
	6.14	 	 Use of Proceeds
	  	 	98	  
			
	6.15	 	 Environmental
	  	 	98	  
			
	6.16	 	 Post-Closing Covenant
	  	 	98	  
			
		 	 ARTICLE VII
	  			
		 	 NEGATIVE COVENANTS
	  			
			
	7.01	 	 Liens
	  	 	99	  
			
	7.02	 	 Investments
	  	 	100	  
			
	7.03	 	 Indebtedness
	  	 	103	  
			
	7.04	 	 Fundamental Changes and Acquisitions
	  	 	105	  
			
	7.05	 	 Dispositions
	  	 	107	  
			
	7.06	 	 Restricted Payments
	  	 	108	  


  
 iii 








 TABLE OF CONTENTS 

 

							
	 Section
	 	 	  	Page	 
			
	7.07	 	Amendment, Etc. of Indebtedness; Other Constitutive Documents and Payments in respect of Indebtedness	  	 	109	  
			
	7.08	 	 Change in Nature of Business
	  	 	110	  
			
	7.09	 	 Transactions with Affiliates
	  	 	110	  
			
	7.10	 	 Limitations on Restricted Actions
	  	 	111	  
			
	7.11	 	 Sale-Leasebacks; Off-Balance Sheet Obligation
	  	 	111	  
			
	7.12	 	 Use of Proceeds
	  	 	111	  
			
	7.13	 	 [Intentionally Omitted]
	  	 	111	  
			
	7.14	 	 [Intentionally Omitted]
	  	 	111	  
			
	7.15	 	 Fiscal Year
	  	 	111	  
			
	7.16	 	 [Intentionally Omitted]
	  	 	111	  
			
	7.17	 	 Financial Covenants
	  	 	111	  
			
	7.18	 	 Independent Covenants
	  	 	112	  
			
		 	 ARTICLE VIII
	  			
		 	 EVENTS OF DEFAULT AND REMEDIES
	  			
			
	8.01	 	 Events of Default
	  	 	113	  
			
	8.02	 	 Remedies Upon Event of Default
	  	 	115	  
			
	8.03	 	 Application of Funds
	  	 	116	  
			
		 	 ARTICLE IX
	  			
		 	 ADMINISTRATIVE AGENT
	  			
			
	9.01	 	 Appointment and Authority
	  	 	117	  
			
	9.02	 	 Rights as a Lender
	  	 	118	  
			
	9.03	 	 Exculpatory Provisions
	  	 	118	  
			
	9.04	 	 Reliance by Administrative Agent
	  	 	119	  
			
	9.05	 	 Delegation of Duties
	  	 	119	  
			
	9.06	 	 Resignation of Administrative Agent
	  	 	120	  
			
	9.07	 	 Non-Reliance on Administrative Agent and Other Lenders
	  	 	121	  
			
	9.08	 	 No Other Duties, Etc.
	  	 	121	  
			
	9.09	 	 Administrative Agent May File Proofs of Claim
	  	 	121	  
			
	9.10	 	 Collateral and Guaranty Matters
	  	 	122	  
			
	9.11	 	 Secured Cash Management Services Agreements and Secured Swap Contracts
	  	 	122	  


  
 iv 








 TABLE OF CONTENTS 

 

							
	 Section
	 	 	  	 Page
	 
			
		 	ARTICLE X	  			
		 	MISCELLANEOUS	  			
			
	10.01	 	Amendments, Etc.	  	 	123	  
			
	10.02	 	Notices; Effectiveness; Electronic Communications	  	 	125	  
			
	10.03	 	No Waiver; Cumulative Remedies; Enforcement	  	 	127	  
			
	10.04	 	Expenses; Indemnity; Damage Waiver	  	 	128	  
			
	10.05	 	Payments Set Aside	  	 	130	  
			
	10.06	 	Successors and Assigns	  	 	130	  
			
	10.07	 	Treatment of Certain Information; Confidentiality	  	 	136	  
			
	10.08	 	Right of Setoff	  	 	137	  
			
	10.09	 	Interest Rate Limitation	  	 	137	  
			
	10.10	 	Counterparts; Integration; Effectiveness	  	 	137	  
			
	10.11	 	Survival of Representations and Warranties	  	 	138	  
			
	10.12	 	Severability	  	 	138	  
			
	10.13	 	Replacement of Lenders	  	 	138	  
			
	10.14	 	Governing Law; Jurisdiction; Etc.	  	 	139	  
			
	10.15	 	Waiver of Jury Trial	  	 	140	  
			
	10.16	 	USA PATRIOT Act Notice	  	 	140	  
			
	10.17	 	Time of the Essence	  	 	140	  
			
	10.18	 	No Advisory or Fiduciary Responsibility	  	 	140	  
			
	10.19	 	Electronic Execution of Assignments and Certain Other Documents	  	 	141	  
			
	10.20	 	Keepwell	  	 	141	  
		
	 SIGNATURES
	  	 	S-1	  


  
 v 









			
		
	SCHEDULES	  	
		
	Schedule 1.01	  	Excluded Subsidiaries and Subsidiary Guarantors
	Schedule 2.01	  	Commitments and Applicable Percentages
	Schedule 5.03	  	Approvals and Consents
	Schedule 5.08	  	Subsidiaries and Other Equity Investments
	Schedule 5.09	  	Certain Stock Arrangements
	Schedule 5.13	  	Environmental Matters
	Schedule 5.14	  	Security Documents
	Schedule 5.16	  	Transactions with Affiliates
	Schedule 5.18	  	Pension Plans
	Schedule 5.23	  	Labor Matters
	Schedule 7.01	  	Existing Liens
	Schedule 7.02	  	Existing Investments
	Schedule 7.03	  	Existing Indebtedness
	Schedule 10.02	  	Administrative Agent’s Office, Certain Addresses for Notices
		
	EXHIBITS	  	
		
	Exhibit A	  	Form of Loan Notice
	Exhibit B	  	Form of Swing Line Loan Notice
	Exhibit C-1	  	Form of Term Note
	Exhibit C-2	  	Form of Revolving Credit Note
	Exhibit D	  	Form of Compliance Certificate
	Exhibit E	  	Form of Assignment of Assumption
	Exhibit F	  	Form of Subsidiary Guaranty Agreement
	Exhibit G	  	Form of Joinder Agreement
	Exhibit H	  	Opinion Matters
	Exhibit I	  	Form of Pledge Agreement
	Exhibit J	  	Form of Security Agreement
	Exhibit K	  	Form of Permitted Acquisition Certificate
	Exhibit L-1	  	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit L-2	  	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit L-3	  	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit L-4	  	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)


  
 vi 








 THIRD AMENDED AND RESTATED CREDIT AGREEMENT 

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of July 2, 2014, among INTEGRA LIFESCIENCES
HOLDINGS CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA,
N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, and HSBC BANK USA, NATIONAL ASSOCIATION, ROYAL BANK OF CANADA, CITIZENS BANK, NATIONAL ASSOCIATION, DNB
CAPITAL LLC, CRÉDIT AGRICOLE-CORPORATE AND INVESTMENT BANK and TD BANK, N.A, as Co-Documentation Agents. 

WITNESSETH: 

WHEREAS, the Borrower, the Lenders party thereto (the “Existing Lenders”), Bank of America and the other agents party
thereto are parties to that certain Second Amended and Restated Credit Agreement dated as of June 8, 2011 (as amended, supplemented or modified from time to time prior to the date hereof, the “Existing Credit Agreement”), which
provided to the Borrower a revolving credit facility. 
 WHEREAS, in order to continue the existing indebtedness of the Borrower
under the Existing Credit Agreement, to increase the existing revolving credit facility and to add a term loan facility, the Borrower has requested that the Existing Credit Agreement be amended and restated (the “Amendment and
Restatement”), and the Lenders are willing to do so on the terms and conditions set forth herein; 
 NOW THEREFORE, in
consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: 
 ARTICLE I

 DEFINITIONS AND ACCOUNTING TERMS 

1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: 

“Acquisition”, by any Person, means the purchase or acquisition in a single transaction or a series of transactions by any
such Person, individually or together with its Affiliates, of (a) any Equity Interest of another Person (other than a Loan Party) sufficient to cause such Person to become a direct or indirect Subsidiary of the Borrower or (b) all or a
substantial portion of the Property of another Person (other than a Loan Party), including, without limitation, all or a substantial portion of the Property comprising a division, business unit or line of business, whether involving a merger or
consolidation with such other Person. “Acquire” has a meaning correlative thereto. 
 “Administrative
Agent” means Bank of America in its capacity as administrative agent and collateral agent, as applicable, under any of the Loan Documents, or any successor administrative agent and collateral agent, as provided in Section 9.06.


  
 1 








 “Administrative Agent’s Office” means the Administrative Agent’s
address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders. 

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent. 

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 
 “Agent Fee Letter”
means that certain letter agreement, dated as of June 16, 2014, between the Borrower and Bank of America. 
 “Aggregate
Commitments” means the Commitments of all the Lenders. 
 “Agreement” means this Credit Agreement, as amended,
amended and restated, supplemented or otherwise modified from time to time. 
 “Amendment and Restatement” has the meaning
specified in the recitals hereto. 
 “Applicable Percentage” means (a) in respect of the Term Facility, with respect
to any Term Lender at any time, the percentage (carried out to the ninth decimal place) of the Term Facility represented by (i) on the Closing Date, such Term Lender’s Term Commitment at such time and (ii) thereafter, the principal
amount of such Term Lender’s Term Loans at such time, and (b) in respect of the Revolving Credit Facility, with respect to any Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving
Credit Facility represented by such Revolving Credit Lender’s Revolving Credit Commitment at such time, subject to adjustment as provided in Section 2.15. If the commitment of each Revolving Credit Lender to make Revolving Credit
Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Credit Commitments have expired, then the Applicable Percentage of each Revolving Credit Lender
in respect of the Revolving Credit Facility shall be determined based on the Applicable Percentage of such Revolving Credit Lender in respect of the Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments. The
initial Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

 “Applicable Rate” means, from time to time, the following percentages per annum, based upon the Consolidated Total
Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b): 

  
 2 









															
	 APPLICABLE RATE

Loans, Swing Line Loans and Letters of Credit

 
	   
   



	 Pricing

Level
	  	Consolidated Total
Leverage Ratio	  	Eurodollar Rate
Loans and Letter
of Credit Fees	 	 	Base Rate
Loans and Swing
Line Loans	 	 	Commitment
Fee	 
	 I
	  	3 3.00 to 1.0	  	 	1.75	% 	 	 	0.75	% 	 	 	0.300	% 
	 II
	  	<3.00 to 1.0 but 3 2.00 to 1.0	  	 	1.50	% 	 	 	0.50	% 	 	 	0.250	% 
	 III
	  	< 2.00 to 1.0 but 3 1.25 to 1.0	  	 	1.25	% 	 	 	0.25	% 	 	 	0.200	% 
	 IV
	  	< 1.25 to 1.0	  	 	1.00	% 	 	 	0.00	% 	 	 	0.150	% 

 Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Total Leverage
Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not
delivered within 5 Business Days of its becoming due in accordance with such Section 6.02(b), then Pricing Level I will be applicable as of the first Business Day after the date on which such Compliance Certificate was required to be
delivered until the date five Business Days after the appropriate Compliance Certificate is delivered, whereupon the Applicable Rate shall be adjusted based on the information contained in the Compliance Certificate. The Applicable Rate in effect
during the period from the Closing Date until the first Business Day immediately following the date that the quarterly Compliance Certificate is delivered for the period ending June 30, 2014 shall be determined based upon the Consolidated Total
Leverage Ratio reported in the Compliance Certificate delivered at Closing. 
 Notwithstanding anything to the contrary contained in this
definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b). 

“Applicable Revolving Credit Percentage” means, with respect to any Revolving Credit Lender at any time, such Revolving
Credit Lender’s Applicable Percentage in respect of the Revolving Credit Facility at such time. 
 “Appropriate
Lender” means, at any time, (a) with respect to any Facility, a Lender that has a Commitment with respect to such Facility or holds a Loan under such Facility at such time, (b) with respect to the Letter of Credit Sublimit,
(i) the L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a), the Revolving Credit Lenders and (c) with respect to the Swing Line Sublimit, (i) the Swing Line Lender and
(ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders. 

“Approved Bank” has the meaning specified in the definition of “Cash Equivalents”. 

“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 Fee Letters” means
(a) the MLPFS Arranger Fee Letter and (b) the WFS Arranger Fee Letter. 

  
 3 








 “Arrangers” means MLPFS and Wells Fargo Securities, LLC, each in its capacity as
a joint lead arranger and a joint book manager. 
 “Assignee Group” means two or more Eligible Assignees that are
Affiliates of one another or two or more Approved Funds managed by the same investment advisor. 
 “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 10.06(b)), and accepted by the Administrative Agent, in
substantially the form of Exhibit E or any other form approved by the Administrative Agent. 
 “Attributable
Indebtedness” means, on any date, (a) in respect of any Capitalized Lease 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 Off-Balance Sheet Obligation, the capitalized 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 Capitalized Lease. 
 “Audited Financial Statements” means (a) the audited consolidated
balance sheets of the Borrower and its Consolidated Subsidiaries for the fiscal year ended December 31, 2013, and (b) the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal
year of the Borrower and its Consolidated Subsidiaries, including the notes thereto. 
 “Availability Period” means, in
respect of the Revolving Credit Facility, the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of all of the Commitments pursuant to Section 2.06, and (c) the
date of termination of the Commitment of each Revolving Credit Lender to make Revolving Credit Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02. 

“Bank of America” means Bank of America, N.A. and its successors. 

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate
plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” or (c) the Eurodollar Rate plus 1.00%. The “prime rate” is a rate
set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or
below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. 

“Base Rate Loan” means a Loan that bears interest based on the Base Rate. 

“Borrower” has the meaning specified in the introductory paragraph hereto. 

“Borrower Materials” has the meaning specified in Section 6.02. 

  
 4 








 “Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing or a Term
Borrowing, as the context may require. 
 “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located or the State of New York and, if such day relates to any Eurodollar Rate Loan, means any such day
that is also a London Banking Day. 
 “Businesses” has the meaning specified in Section 5.13(a). 

“Capitalized Lease” means, as applied to any Person, any lease of any Property (whether real, personal or mixed) by that
Person as lessee which, in accordance with GAAP, is or should be accounted for as a capital lease on the balance sheet of such Person. 

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the
Administrative Agent, L/C Issuer or Swing Line Lender (as applicable) and the Revolving Credit Lenders, as collateral for the L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Revolving Credit Lenders to fund
participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the L/C Issuer or Swing Line Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each
case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing Line 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:

 (a) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than thirty-six (36) months from the date of acquisition; 

(b) marketable obligations issued by any state or commonwealth of the United States of America rated (at the time of
acquisition of such security) at least “AA” by S&P, or the equivalent thereof by Moody’s, having maturities of not more than thirty-six (36) months from the date of acquisition; 

(c) time deposits (including eurodollar time deposits), certificates of deposit (including eurodollar certificates of deposit)
and bankers’ acceptances of (i) any Lender or any Affiliate of any Lender, (ii) any commercial bank of recognized standing either organized under the laws of the United States (or any State or territory thereof) having capital and
surplus in excess of $500,000,000 or (iii) any bank whose short term commercial paper rating (at the time of acquisition of such security) by S&P is at least “A-1” or the equivalent thereof (any such bank, an
“Approved Bank”), in each case with maturities of not more than twelve months from the date of acquisition; and 

  
 5 








 (d) commercial paper and variable or fixed rate notes issued by any Lender or
Approved Bank or by the parent company of any Lender or Approved Bank and commercial paper and variable rate notes issued by, or guaranteed by, any industrial or financial company organized under the laws of the United States of America or any state
or commonwealth thereof or the District of Columbia with a short term commercial paper rating (at the time of acquisition of such security) of at least “A-1” or the equivalent thereof by S&P or at least “P-1” or the
equivalent thereof by Moody’s, or guaranteed by any industrial company organized under the laws of the United States of America or any state or commonwealth thereof or the District of Columbia with a long term unsecured debt rating (at the time
of acquisition of such security) of at least “Aa” or the equivalent thereof by Moody’s, and in each case with maturities of not more than 270 days from the date of acquisition thereof. 

“Cash Management Bank” means any party to a Cash Management Services Agreement with the Borrower or any of its Subsidiaries
which party was a Lender or an Affiliate of a Lender under this Agreement at the time it entered into such Cash Management Services Agreement. 

“Cash Management Services Agreement” means any agreement to provide management services, including treasury, depository,
overdraft, credit or debit card, electronic funds transfer and other cash management services. 
 “Casualty” means any
casualty or other loss, damage or destruction. 
 “Change in Law” means (a) any change arising from the enactment or
enforcement of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended, or any rules, regulations, interpretations, guidelines or directives promulgated thereunder, (b) the occurrence, after the date of this Agreement,
of any of the following: (i) the adoption or taking effect of any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental
Authority or (iii) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; and (c) all requests, rules, regulations, guidelines, interpretations 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 (whether or not having the force of Law), in each case
pursuant to Basel III, shall in each case be deemed to be a Change in Law regardless of the date enacted, adopted, issued, promulgated or implemented. 

“Change of Control” means an event or series of events by which: 

(a) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent
governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing
body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or
other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body (excluding, in the
case of both clause (ii) and clause (iii), any individual whose initial nomination for, or assumption of office as, a member of that board or equivalent governing body occurs as a result of an actual or threatened solicitation of proxies or
consents for the election or removal of one or more directors by any Person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors); or 

  
 6 








 (b) any Person (or two or more Persons acting in concert) shall have acquired by
contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of control over Voting Securities of the Borrower on a fully-diluted basis assuming the conversion
and/or exercise of all outstanding Equity Interests of the Borrower owned by such Person or Persons representing 30% or more of the combined voting power of all Voting Securities of the Borrower. 

“Closing Date” means the first date all of the conditions precedent in Section 4.01 are satisfied or waived in
accordance with Section 10.01. 
 “Code” means the Internal Revenue Code of 1986, as amended. 

“Collateral” means all the “Collateral” referred to in the Collateral Documents and any other assets and property
that are or are intended under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties; provided, that, the parties acknowledge that assets and property
acquired after the Closing Date, as permitted herein or otherwise, of the type described in the Collateral Documents are and shall be pledged to the Administrative Agent for the benefit of the Secured Parties as contemplated by Sections 6.11
and 6.12. 
 “Collateral Documents” means, collectively, the Security Agreement, the Pledge Agreement and any other
security agreements, pledge agreements or similar instruments delivered to the Administrative Agent as collateral agent from time to time pursuant to Sections 6.11 and 6.12, and each other agreement, instrument or document that creates
or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties. 
 “Commitment”
means a Term Commitment or a Revolving Credit Commitment, as the context may require. 
 “Commitment Fee” has the meaning
specified in Section 2.09(a). 
 “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1
et seq.), as amended from time to time, and any successor statute. 
 “Compliance Certificate” means a certificate
substantially in the form of Exhibit D hereto. 
 “Condemnation” means any taking of Property, or any part
thereof or interest therein, for public or quasi-public use under the power of eminent domain, by reason of any public improvement or condemnation proceeding, or in any other manner. 

  
 7 








 “Condemnation Award” means all proceeds of any Condemnation or transfer in lieu
thereof. 
 “Consolidated Cash Interest Charges” means for any period, for any Person and its Subsidiaries determined on a
consolidated basis, Consolidated Interest Charges payable in cash during such period. 
 “Consolidated EBITDA” means, for
any period, for any Person and its Subsidiaries determined on a consolidated basis, an amount equal to Consolidated Net Income for such period, 

plus (a) the following (without duplication) to the extent deducted in calculating such Consolidated Net Income during such
period: (i) Consolidated Interest Charges for such period; (ii) the provision for federal, state, local and foreign income taxes payable for such period; (iii) depreciation and amortization expense; (iv) all charges and other
expenses reducing Consolidated Net Income in each case which do not represent a cash item in such period or any future period; (v) cash expenses directly related to global enterprise resource planning implementation costs for such period, not
to exceed (A) an aggregate amount of $17,500,000 per annum during each of the fiscal years ending December 31, 2013 and December 31, 2014, (B) an aggregate amount of $15,000,000 per annum during the fiscal year ending
December 31, 2015, and (C) an aggregate amount of $5,000,000 per annum during each fiscal year ending December 31, 2016 or thereafter; (vi) cash expenses directly related to the remediation, unplanned idle time and
underutilization of Subsidiary manufacturing facilities not to exceed (A) an aggregate amount of $10,000,000 per annum during each of the fiscal years ending December 31, 2013 and December 31, 2014 and (B) an aggregate amount of
$5,000,000 during the period commencing on January 1, 2015 and ending on the Maturity Date; (vii) with respect to the fiscal year ending December 31, 2013 only, cash expenses directly related to the voluntary recall of certain
products manufactured in the Anasco, Puerto Rico facility not to exceed $5,000,000 in the aggregate; (viii) cash expenses directly related to the buyout of pension liabilities in an aggregate amount not to exceed $7,500,000 during the term of
this Agreement; (ix) cash expenses actually incurred in connection with restructuring activities (which, for the avoidance of doubt, shall include, without duplication, discontinued operations, retention, severance, systems establishment costs,
excess pension charges, contract termination costs and costs to consolidate facilities and relocate employees) in an aggregate amount not to exceed (A) $15,000,000 during the fiscal year ending December 31, 2013, (B) $17,500,000
during the fiscal year ending December 31, 2014, (C) $15,000,000 during the fiscal years ending December 31, 2015 and December 31, 2016, (E) $10,000,000 during the fiscal year ending December 31, 2017 and
(F) $5,000,000 during the period commencing on January 1, 2018 and ending on the Maturity Date; (x) customary fees and expenses paid in cash and actually arising directly from Permitted Acquisitions, Investments, Dispositions,
issuances or incurrences of Indebtedness, issuances of Equity Interests or modifications of instruments of Indebtedness, solely with respect to transactions permitted hereunder and actually consummated; (xi) customary costs and expenses paid in
cash and actually arising directly from Permitted Acquisitions, Investments, Dispositions, issuances or incurrences of Indebtedness, issuances of Equity Interests or modifications of instruments of Indebtedness, solely with respect to transactions
that were not consummated but would have been permitted hereunder, in an aggregate amount not to exceed $3,000,000; (xii) all payments made to Governmental Authorities (including with respect to settlements, judgments, fines and penalties) in
connection with any investigation disclosed in any public filing made by the Borrower in an aggregate amount not to exceed $10,000,000; (xiii) cash proceeds of business interruption insurance, in an amount not to exceed the earnings for the
applicable period that such proceeds are intended to replace; (xiv) non-recurring milestone payments, royalty payments or upfront payments by any Loan Party permitted hereunder; (xv) without duplication, any extraordinary, unusual or
non-recurring cash losses; (xvi) losses paid in cash in connection with any interest rate or foreign exchange rate Swap Contract permitted hereunder, (xvii) without duplication, cash expenses, charges and losses if and to the extent such
expenses, charges and losses are (A) fully indemnified by a contractual obligation of the seller under a Permitted Acquisition or (B) covered by insurance (excluding self-insurance), but, in each case, only to the extent, (x) such
indemnification obligation or insurance policy remains in full force and effect, (y) such seller is at the time such add-back is taken, and remains, solvent, and such seller or insurance provider has not refused or challenged a claim for such
indemnification or insurance payment and (z) with respect to insurance, such insurance proceeds will be reimbursed with twelve months of the time such expenses were incurred; provided, that, notwithstanding anything in this definition to
the contrary, during any fiscal year ending on December 31, 2014 and thereafter, if and to the extent that the maximum amount of add-backs under any of the foregoing clauses (a)(v)-a(vii), and (a)(ix) (the “Add Back
Provisions”) are not actually applied during such fiscal year for the purpose specified in the applicable Add-Back Provision, such unused portion instead may be added to the maximum amount permitted to be added back under any other Add Back
Provisions, so long as the aggregate amount of add-backs under all Add Back Provisions during each fiscal year does not exceed the aggregate maximum amount of all add-backs permitted under the Add Back Provisions for such fiscal year; plus
(b) Permitted Cost Savings; and minus (c) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits of the Borrower and its Subsidiaries for such
period; (ii) all non-cash items increasing Consolidated Net Income for such period unless representing a cash item in any future period; (iii) without duplication, any extraordinary, unusual or non-recurring cash gains; (iv) all
indemnification and insurance proceeds received with respect to which an add-back was previously taken in accordance with clause (a)(xvii) of this definition; and (v) all increases to Consolidated Net Income arising from any interest
rate or foreign exchange Swap Contract permitted hereunder. Consolidated EBITDA is subject to calculation on a Pro Forma Basis in accordance with the provisions in Section 1.03. 

  
 8 








 “Consolidated Funded Indebtedness” means, for any Person and its Subsidiaries
determined on a consolidated basis, as of any date of determination, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations
evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness (except as provided in clause (d) below), (c) all direct, non-contingent obligations arising under letters of
credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) all non-contingent obligations (but including any deferred purchase price of property or services that would be
treated as debt in accordance with GAAP) in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business but including earn-outs that are earned and determinable but not yet due
and payable), (e) Attributable Indebtedness in respect of Capitalized Leases and Off-Balance Sheet Obligations, (f) without duplication all Guarantees with respect to outstanding Indebtedness of the types specified in clauses
(a) through (e) above, and (g) all Indebtedness of the types referred to in clauses (a) through (f) above 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 joint venturer, unless such Indebtedness is expressly made non-recourse (except for customary exceptions to non-recourse provisions such as fraud, misappropriation of funds and environmental
liabilities) to such Person or any such Subsidiary; provided, however, that (i) Consolidated Funded Indebtedness shall be calculated net of available, unrestricted cash as set forth on the most recent balance sheet of the Borrower
and its Consolidated Subsidiaries delivered pursuant to Section 6.01(a) and (b) in excess of $40,000,000, (ii) for purposes of the definition of “Consolidated Funded Indebtedness”, the Indebtedness in respect
of convertible debt securities shall be deemed to be the aggregate principal amount thereof outstanding as of such date of determination, and (iii) intercompany indebtedness shall not constitute “Consolidated Funded Indebtedness”.


  
 9 








 “Consolidated Interest Charges” means, for any period, for any Person and its
Subsidiaries determined on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, loan fees, charges and related expenses in connection with Indebtedness (including capitalized interest), in each case to the extent
treated as interest in accordance with GAAP, and (b) the portion of rent expense with respect to such period under Capitalized Leases that is treated as interest in accordance with GAAP. 

“Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA for
the period of four consecutive fiscal quarters ending on such date to (b) Consolidated Cash Interest Charges for such period. 

“Consolidated Net Income” means, for any period, for any Person and its Subsidiaries determined on a consolidated basis, the
net income (excluding extraordinary gains but including extraordinary cash losses other than losses related to the Permitted Swap Termination and fees related to the Convertible Note Exchange) of such Person for that period. 

“Consolidated Subsidiary” means with respect to any Person at any date any Subsidiary of such Person or other entity the
accounts of which would be consolidated with those of such Person in its consolidated financial statements if such statements were prepared as of such date in accordance with GAAP. 

“Consolidated Total Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded
Indebtedness as of such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on such date. 

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person, or of any agreement,
instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. 

“Control” 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. 

  
 10 








 “Convertible Indebtedness” means (a) all Indebtedness issued
under the Convertible Notes (2016) and (b) any other Indebtedness of any Loan Party (which may be guaranteed by any other Loan Party) permitted to be incurred pursuant to Section 7.03(f), (h), (k) or
(l) of this Agreement that (i) contains customary conversion rights for similar forms of Indebtedness as of the date of issuance in the reasonable determination of the Borrower and (ii) is either (x) convertible into
common stock of the Borrower (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such common stock) or (y) sold as units with call options, warrants or rights to purchase (or substantially
equivalent derivative transactions) that are exercisable for common stock of the Borrower and/or cash (in an amount determined by reference to the price of such common stock); provided, that any such Indebtedness issued in accordance with
clause (b) of this definition shall not be convertible at the option of the issuer of such Indebtedness. 
 “Convertible Note
Exchange” means an exchange offer or other transaction exchanging the Convertible Notes (2016) or any other notes constituting Convertible Indebtedness for substantially similar securities (i) providing for conversion into common
stock of the Borrower and/or cash (in an amount determined by reference to the price of such common stock), (ii) in an aggregate principal amount no greater than that of the Convertible Notes (2016) or such other notes constituting
Convertible Indebtedness as of the date of exchange, and (iii) containing only those incentives to induce holders thereof to participate in such exchange as are commercially reasonable, as determined in good faith by the Borrower. 

“Convertible Note Indenture (2016 Maturity)” means that certain Indenture, dated as of June 15, 2011, between the
Borrower and Wells Fargo Bank, National Association, as Trustee. 
 “Convertible Notes (2016)” means those certain 1.625%
Senior Convertible Notes due 2016, issued by the Borrower pursuant to Convertible Note Indenture (2016 Maturity), in the principal amount of $230,000,000, and any securities issued in exchange therefor in accordance with this Agreement. 

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension. 

“Debtor Relief Laws” means the Bankruptcy Code of the United States, 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 and affecting the rights
of creditors generally. 
 “Default” means any event or condition that constitutes an Event of Default or that, with the
giving of any notice, the passage of time, or both, would be an Event of Default. 

  
 11 








 “Default Rate” means an interest rate equal to (a) in the case of
Eurodollar Rate Loans, the sum of (i) the Eurodollar Rate for such Loans, plus (ii) the Applicable Rate applicable to such Loans, plus (iii) 2% per annum, (b) in the case of the Letter of Credit Fees, a rate
equal to (i) the Applicable Rate plus 2% per annum, (c) in the case of Base Rate Loans and for all other Obligations, the sum of (i) the Base Rate plus (ii) the Applicable Rate applicable to Base Rate Loans,
plus (iii) 2% per annum. 
 “Defaulting Lender” means, subject to Section 2.15(b), any Lender
that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such
failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been
satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swing Line 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 Swing Line
Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line 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 Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any
Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United
States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination
by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such
Lender shall be deemed to be a Defaulting Lender (subject to Section 2.18(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent
to the Borrower, the L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination.  

“Designated Jurisdiction” means from time to time any country or territory to the extent that such country or territory
itself is the subject of any Sanction. 

  
 12 








 “Disposition” or “Dispose” means the sale, transfer, license,
lease, Casualty or Condemnation or other disposition (including any Sale and Leaseback Transaction or any sale of any Equity Interest of any Subsidiary) of any property by any Person, including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes issued by any other Person or accounts receivable or any rights and claims associated therewith or any capital stock of, or other Equity Interests in, any other Person; provided that the foregoing shall not
be deemed to imply that any such disposition is permitted under this Agreement. The term “Disposition” shall not include any Equity Issuance. 

“Dollar” and “$” mean lawful money of the United States. 

“Domestic Subsidiary” means a Subsidiary that is organized under the Laws of a political subdivision of the United States.

 “Eligible Assignee” means any Person that meets the requirements to be an assignee under
Section 10.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)). 

“Engagement Letter” means the engagement letter agreement dated June 16, 2014, among the Borrower and the MLPFS, as an
Arranger. 
 “Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations,
ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the
environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems. 

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of
environmental remediation, fines, penalties or indemnities), of the Borrower or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement
or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 
 “Equity
Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of
shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or
options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or
nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination; provided, however, that Convertible Indebtedness shall not be or be deemed to be an Equity Interest.


  
 13 








 “Equity Issuance” means any issuance by the Borrower or any of its Subsidiaries
of any capital stock or other Equity Interests to any Person or receipt by the Borrower or any of its Subsidiaries of a capital contribution from any Person, including the issuance of Equity Interests pursuant to the exercise of options or warrants
and the conversion of any Indebtedness to equity; provided that the foregoing shall not be deemed to imply that any such issuance is permitted under this Agreement. 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended. 

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower or any of
its Subsidiaries within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code). 

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or
any of its Subsidiaries or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity 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; (c) a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) by the Borrower or any of its Subsidiaries or any ERISA Affiliate
from a Multiemployer Plan resulting in withdrawal liability to the Borrower or any of its Subsidiaries or any ERISA Affiliate under Section 4201 of ERISA, or notification to the Borrower or any of its Subsidiaries or any ERISA Affiliate that a
Multiemployer Plan is in reorganization within the meaning of Section 4241 of ERISA; (d) 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 or
4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of
ERISA; or (h) 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 the Borrower or any ERISA Affiliate. 

“Eurodollar Rate” means: 

(a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate
(“LIBOR”) or a comparable or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be
designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with
a term equivalent to such Interest Period; and 
 (b) for any interest calculation with respect to a Base Rate Loan on any date, the rate
per annum equal to LIBOR, at or about 11:00 a.m., London time determined two Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day; 

  
 14 








 provided that to the extent a comparable or successor rate is approved by the
Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the
Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. 

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of
“Eurodollar Rate.” 
 “Event of Default” has the meaning specified in Section 8.01. 

“Excluded Subsidiaries” means (a) all Foreign Subsidiaries, (b) each Domestic Subsidiary that owns no material
assets other than equity interests in one or more Foreign Subsidiaries, (c) each Domestic Subsidiary of any Foreign Subsidiary and (d) each Immaterial Subsidiary; for the avoidance doubt, each Excluded Subsidiary subject to clause
(b) above is a “Pledged Excluded Subsidiary” (as such term is defined in the Pledge Agreement) and at least 65% of the Equity Interests thereof are or will be pledged collateral in accordance with the terms of the Pledge
Agreement. 
 “Excluded Swap Obligation” means, with respect to any Subsidiary Guarantor, any Swap Obligation if, and to
the extent that, all or a portion of the guaranty of such Subsidiary Guarantor of, or the grant by such Subsidiary Guarantor of a security interest to secure, such Swap Obligation (or any guaranty 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 Subsidiary Guarantor’s failure for any reason to constitute an
“eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 10.20 and any other “keepwell, support or other agreement” for the benefit of such Subsidiary
Guarantor and any and all guarantees of such Subsidiary Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Subsidiary Guarantor, or a grant by such Subsidiary Guarantor of a security interest, becomes effective
with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or
security interest is or becomes excluded in accordance with the first sentence of this definition. 
 “Excluded Taxes”
means any of the following Taxes imposed on or with respect to any 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 Lending Office located in, the jurisdiction imposing such Tax (or any
political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a
Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 10.13) or
(ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii) or (c), 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 3.01(e) and (d) any U.S. federal withholding
Taxes imposed pursuant to FATCA. 

  
 15 








 “Executive Officer” means (i) with respect to the Borrower, those officers
with titles of president, chief executive officer, executive vice-president and senior vice-president, and (ii) with respect to any other Loan Party, those officers with titles of president, chief executive officer and vice president. 

“Existing Credit Agreement” has the meaning specified in the recitals hereto. 

“Facility” means the Term Facility or the Revolving Credit Facility. 

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board. 

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version
that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code. 

“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, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day
is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative
Agent. 
 “Fee Letters” means, collectively, the Arranger Fee Letters and the Agent Fee Letter. 

“Foreign Lender” means any Lender that is organized under the Laws of a jurisdiction other than that in which the Borrower is
resident for tax purposes (including such a Lender when acting in the capacity of the L/C Issuer). For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single
jurisdiction. 
 “Foreign Subsidiary” means a Subsidiary that is not organized under the Laws of a political subdivision of
the United States or a state thereof. 
 “FRB” means the Board of Governors of the Federal Reserve System of the United
States. 

  
 16 








 “Fronting Exposure” means, at any time there is a Defaulting Lender that is a
Revolving Credit Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation
has been reallocated to other Revolving Credit Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than
Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Credit 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 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) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including, without limitation, the
Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing). 

“Granting Lender” has the meaning specified in Section 10.06(g). 

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having
the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or
indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in
respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of
income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring 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 (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other
Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided, that, the term Guarantee shall not
include (i) endorsements of instruments for collection in the ordinary course, (ii) customary exceptions to non-recourse provisions such as fraud, misappropriation of funds and environmental liabilities or (iii) assurances relating to
environmental matters. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning. 

  
 17 








 “Hazardous Materials” means all explosive or radioactive substances or wastes
and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances
or wastes of any nature regulated pursuant to any Environmental Law. 
 “Honor Date” has the meaning specified in
Section 2.03(c)(i). 
 “Immaterial Subsidiaries” means each Domestic Subsidiary that (a) is not a Material
Subsidiary and (b) is designated by written notice from the Borrower to the Administrative Agent as an “Immaterial Subsidiary”; provided however, that (i) as of any date of determination, the aggregate Consolidated EBITDA
during the four consecutive fiscal quarters most recently ended of all Domestic Subsidiaries that are designated as Immaterial Subsidiaries shall not exceed ten percent (10.0%) of the Consolidated EBITDA during such period of the Borrower and
its consolidated Domestic Subsidiaries, and (ii) as of the Closing Date, each of the Domestic Subsidiaries listed in part A of Schedule 1.01 that is designated as an “Immaterial Subsidiary” in accordance with this definition
shall be deemed to be an Immaterial Subsidiary. 
 “Impacted Loans” has the meaning assigned to such term in
Section 3.03. 
 “Increase Effective Date” has the meaning specified in Section 2.16. 

“Incremental Increase” has the meaning specified in Section 2.16. 

“Incremental Tranche A Loan” has the meaning specified in Section 2.16. 

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not
included as indebtedness or liabilities in accordance with GAAP: 
 (a) all obligations of such Person for borrowed money and
all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; 
 (b)
the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; 

  
 18 








 (c) net payment obligations of such Person under any Swap Contract; 

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts
payable in the ordinary course of business); 
 (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on
property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; 

(f) Capitalized Leases and Off-Balance Sheet Obligations of such Person; 

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity
Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; 

(h) all Indebtedness in respect of any of the foregoing of another Person secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on the property, including, without limitation, accounts and contract rights owned by such Person, even though such Person has not assumed or become liable for
such Indebtedness; and 
 (i) all Guarantees of such Person in respect of any of the foregoing. 

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 in an amount proportionate to such Person’s interest therein, unless such Indebtedness is expressly made
non-recourse to such Person (subject to customary exceptions to non-recourse provisions such as fraud, misappropriation of funds and environmental liabilities) or except to the extent such Indebtedness is owed by such partnership or joint venture to
such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capitalized Lease or Off-Balance Sheet Obligation as of any date shall be
deemed to be the amount of Attributable Indebtedness in respect 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 Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a),
Other Taxes. 
 “Indemnitees” has the meaning specified in Section 10.04(b). 

“Information” has the meaning specified in Section 10.07. 

“Insurance Proceeds” means all insurance proceeds (other than business interruption insurance proceeds), damages, awards,
claims and rights of action with respect to any Casualty. 

  
 19 








 “Intercompany Notes” means the promissory notes issued as contemplated by
Section 7.02(d), substantially in the form of Exhibit A to the Pledge Agreement or any intercompany loan agreement in form and substance reasonably satisfactory to the Administrative Agent. 

“Interest Payment Date” means (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to
such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also
be Interest Payment Dates, and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date (with Swing Line Loans being deemed made under the Revolving
Credit Facility for purposes of this definition). 
 “Interest Period” means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three, six months or, if available, twelve months (in each case subject to
Section 3.03), thereafter, as selected by the Borrower in the Loan Notice; provided that: 
 (a) any
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such
Interest Period shall end on the immediately preceding Business Day; 
 (b) any Interest Period pertaining to a Eurodollar
Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at
the end of such Interest Period; 
 (c) no Interest Period shall extend beyond the Maturity Date; and 

(d) solely with respect to the Interest Period applicable to Eurodollar Rate Loans made on the Closing Date, the Borrower may
elect a period of less than one month. 
 “Investment” means, as to any Person, any direct or indirect acquisition or
investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other
acquisition of, any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other
Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a division, business unit or line of business. For purposes of covenant compliance, the amount of any
Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. 

“IP Rights” has the meaning specified in Section 5.11. 

“IRS” means the United States Internal Revenue Service. 

  
 20 








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

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application and any other document,
agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to any such Letter of Credit. 

“Joinder Agreement” means a joinder agreement executed and delivered in accordance with the provisions of Section 6.11,
substantially in the form of Exhibit G hereto. 
 “Laws” means, collectively, all international, foreign, Federal,
state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes, administrative or judicial precedents or authorities and executive orders, including the interpretation or administration thereof by any Governmental Authority
charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law (including, without limitation, under the Federal Food, Drug and Cosmetic Act, the Safe Medical Devices Act of 1990, the FDA Modernization Act of 1997, and additional laws and regulations relating to medical
devices promulgated by various governments and governmental agencies, the International Standards Organization’s regulations and registration requirements and the European Medical Device Directives). 

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C
Borrowing in accordance with its Applicable Revolving Credit Percentage. 
 “L/C Borrowing” means an extension of credit
resulting from a drawing under any Letter of Credit which has not been reimbursed by the Borrower on the Honor Date or refinanced as a Revolving Credit Borrowing. 

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date
thereof, or the renewal or increase of the amount thereof. 
 “L/C Issuer” means, individually or collectively as the
context may indicate, (a) Bank of America in its capacity as issuer of Letters of Credit hereunder or any successor to Bank of America in its capacity as an issuer of Letters of Credit hereunder and (b) any other Revolving Credit Lender,
selected by the Borrower (with the consent of the Administrative Agent and such Revolving Credit Lender) to be an issuer of Letters of Credit hereunder, or any successor to such Lender in its capacity as an issuer of Letters of Credit hereunder.

 “L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all
outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be
determined in accordance with Section 1.06. For purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14
of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount remaining to be drawn. 

  
 21 








 “Lender” has the meaning specified in the introductory paragraph hereto and, as
the context requires, includes each Lender with a commitment to make Loans as designated in Section 2.01 or Section 2.16 or in an Assignment and Assumption pursuant to which such Lender becomes a party hereto; provided
that references to “Lenders” shall include Bank of America in its capacity as the Swing Line Lender; for purposes of clarification only, to the extent that the Swing Line Lender may have rights and obligations in addition to those of the
other Lenders due to its status as Swing Line Lender, its status as such will be specifically referenced. 
 “Lending
Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as to which a Lender may from time to time notify the Borrower and
the Administrative Agent. 
 “Letter of Credit” means any standby letter of credit issued hereunder. 

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the
form from time to time in use by the L/C Issuer (modified to the extent that the terms thereof conflict with the terms hereof). 

“Letter of Credit Expiration Date” means the day that is thirty days prior to the Maturity Date then in effect (or, if such
day is not a Business Day, the immediately preceding Business Day). 
 “Letter of Credit Fee” has the meaning specified in
Section 2.03(h). 
 “Letter of Credit Sublimit” means an amount equal to the lesser of (a) $60,000,000 and
(b) the Revolving Credit Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility. 

“License” means any license, certification, accreditation, consent, permit or other authorization or approval which is
required to be obtained from any Governmental Authority in connection with the operation of the Borrower and its Subsidiaries, including the development, testing, marketing, manufacturing and pricing and sale of medical devices. 

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other),
charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to
real property, and any financing lease having substantially the same economic effect as any of the foregoing). 
 “Liened
Property” has the meaning specified in Section 6.11. 

  
 22 








 “Liquidity” means, as of any date, an amount which equals the sum of the
aggregate amount of cash and Cash Equivalents as of such date of the Borrower and its Subsidiaries that is not subject to any restriction regarding the use or investment thereof (except as provided in customary investment account agreements), and
(b) the Revolving Credit Commitments minus the Total Revolving Credit Outstandings as of such date. 
 “Loan”
means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan, a Swing Line Loan or L/C Advance. Each Loan may be divided into tranches which are Base Rate Loans or Eurodollar
Rate Loans (each a “Type” of Loan). 
 “Loan Documents” means this Agreement, the Notes, each Issuer
Document, the Fee Letters, the Subsidiary Guaranty, the Collateral Documents, the Ratification Agreement and any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.14 and all other
documents delivered to the Administrative Agent or the L/C Issuer in connection herewith or therewith relating specifically to the Obligations. 

“Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or
(c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, in each case, if in writing, shall be substantially in the form of Exhibit A hereto or such other form as may be approved by the Administrative
Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. 

“Loan Party” means, the Borrower and each Subsidiary Guarantor, and “Loan Parties” means any combination of
the foregoing. 
 “London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between
banks in the London interbank eurodollar market. 
 “Master Agreement” has the meaning specified in the definition of
“Swap Contract”. 
 “Material Adverse Effect” means (a) a material adverse effect upon the
operations, business, properties, liabilities (actual or contingent) or financial condition of the Borrower and its Subsidiaries taken as a whole, (b) a material adverse effect on the ability of any Loan Party to perform its material
obligations under any Loan Document to which it is a party, (c) a material adverse effect upon the legality, validity or binding effect of any Loan Document, or (d) a material adverse effect upon the material Lien of any Collateral
Document or a material adverse effect on the rights, powers, or remedies of the Administrative Agent or any Secured Party under any Loan Document. 

“Material Subsidiary” means, as of any date of determination, any Domestic Subsidiary that has Consolidated EBITDA during the
four consecutive fiscal quarters ended on such date in excess of five percent (5%) of the Consolidated EBITDA for such period of the Borrower and its Domestic Subsidiaries. 

“Maturity Date” means July 2, 2019. 

“MLPFS” means Merrill Lynch, Pierce, Fenner & Smith Incorporated. 

  
 23 








 “MLPFS Arranger Fee Letter” means that certain letter agreement, dated
June 16, 2014, between the Borrower and MLPFS. 
 “Minimum Collateral Amount” means, at any time, (i) with
respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 103% of the Fronting Exposure of the L/C Issuer with respect
to Letters of Credit issued and outstanding at such time, (ii) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.14(a)(i), (a)(ii) or
(a)(iii), an amount equal to 103% of the Outstanding Amount of all LC Obligations, and (iii) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion but not to exceed 103% of the amount in
question. 
 “Minority Equity Interests” means Equity Interests in a Person that is not a Subsidiary of the Borrower (or
any of its Subsidiaries) owned by any Loan Party as of the Closing Date or otherwise acquired by any Loan Party after the Closing Date as a result of a Permitted Acquisition. 

“Moody’s” means Moody’s Investors Service, Inc. and any successor in interest. 

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the
Borrower or any of its Subsidiaries or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or has been obligated to make contributions. 

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA
Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA. 
 “Net
Cash Proceeds” means: 
 (a) with respect to any Disposition by the Borrower or any of its Subsidiaries, the excess, if any, of
(i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as
and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Loan
Documents), (B) the reasonable and customary out-of-pocket expenses incurred by the Borrower or such Subsidiary in connection with such transaction and (C) income taxes reasonably estimated to be actually payable within two years of the
date of the relevant transaction as a result of any gain recognized in connection therewith; provided that, if the amount of any estimated taxes pursuant to subclause (C) exceeds the amount of taxes actually required to be paid in cash in
respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds; and 

  
 24 








 (b) with respect to the incurrence or issuance of any Indebtedness by the Borrower or any of its
Subsidiaries, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other reasonable and customary out-of-pocket expenses, incurred
by the Borrower or such Subsidiary in connection therewith. 
 “Non-Defaulting Lender” means, at any time, each Lender that
is not a Defaulting Lender at such time. 
 “Note” means a Term Note or a Revolving Credit Note, as the context may
require. 
 “Obligations” means all advances to, and debts, liabilities, obligations, indemnities, covenants and duties of,
any Loan Party arising under any Loan Document, any Secured Swap Contract, any Secured Cash Management Services Agreement entered into after the date of this Agreement, or otherwise with respect to any Loan or Letter of Credit, whether direct or
indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate
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. Without limiting the generality of the foregoing, the
Obligations of any Loan Party under the Loan Documents include (a) the obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, attorney fees and disbursements, indemnities and other amounts payable by any
Loan Party under any Loan Document and (b) the obligations of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of any Loan Party;
provided that “Obligations” shall exclude any Excluded Swap Obligations. If applicable, the Obligations shall be “Designated Senior Indebtedness” (or substantially similar designation) pursuant to and for purposes
of the Convertible Note Indenture (2016 Maturity) and any other Convertible Indebtedness. 
 “OFAC” means the Office of
Foreign Assets Control of the United States Department of the Treasury. 
 “Off-Balance Sheet Obligation” means any
transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Borrower is a party, under which the Borrower has: 

(a) any obligation under a guarantee contract that has any of the characteristics identified in FASB ASC 460-10-15-4; 

(b) a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as
credit, liquidity or market risk support to such entity for such assets; 
 (c) any obligation, including a contingent
obligation, under a contract that would be accounted for as a derivative instrument, except that it is both indexed to the Borrower’s own stock and classified in stockholders’ equity in the Borrower’s statement of financial position,
as described in FASB ASC 815-10-15-74; or 

  
 25 








 (d) any obligation, including a contingent obligation, arising out of a variable
interest (as defined in the FASB ASC Master Glossary) in an unconsolidated entity that is held by, and material to, the Borrower, where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging
or research and development services with, the Borrower or its Subsidiaries. 
 “Operating Lease” means, as applied to any
Person, any lease (including, without limitation, leases that may be terminated by the lessee at any time) of any Property that is not a Capitalized Lease other than any such lease in which that Person is the lessor. 

“Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the
bylaws, (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement, and (c) with respect to any partnership, joint venture, trust or other form of business entity,
the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental
Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity. 

“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 or documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that
are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06). 

“Outstanding Amount” means (a) with respect to Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the
aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans and Swing Line Loans, as the case may be, occurring on such date, and (b) with respect to
any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension 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 by the Borrower of Unreimbursed Amounts. 
 “Participant” has the meaning specified in
Section 10.06(d). 

  
 26 








 “Participant Register” has the meaning specified in
Section 10.06(d). 
 “PBGC” means the Pension Benefit Guaranty Corporation. 

“Pension Act” means the Pension Protection Act of 2006. 

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any
installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act
and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA. 
 “Pension
Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is
subject to the minimum funding standards under Section 412 of the Code. 
 “Permitted Acquisitions” means any
Acquisition; provided that (a) the Property acquired (or the Property of the Person acquired) in such Acquisition shall be used or useful in the same or similar line of business as the Loan Parties on the Closing Date, including
activities ancillary, related or complementary thereto, (b) after giving effect to any Acquisition on a Pro Forma Basis, the total equity and debt investments of the Borrower and its Domestic Subsidiaries in the Foreign Subsidiaries does not
exceed fifty percent (50%) of the aggregate book value of the total assets of the Borrower and its Domestic Subsidiaries, all as determined in accordance with GAAP, (c) in the case of an Acquisition of the Equity Interests of another
Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (d) (i) at the time of the execution and delivery of the purchase agreement related to such Acquisition, no
Event of Default has occurred and is continuing or would result therefrom, and (ii) after giving effect to any Acquisition, no Event of Default under Section 8.01(a), (f) or (g)(i) has occurred and is continuing or would result
therefrom, (e) the Borrower and its Consolidated Subsidiaries shall be in compliance with Section 7.17 on a Pro Forma Basis after giving effect to such Acquisition, (f) the Acquisition shall not involve an interest in a general
partnership or joint venture or have a requirement that any Loan Party be a general or joint venture partner other than in compliance with Section 7.16, (g) the Loan Parties shall, and shall cause the party that is the subject of
the Acquisition to, execute and deliver such joinder and pledge agreements, security agreements and intercompany notes and take such other actions as may be necessary for compliance with the provisions of Sections 6.11 and 6.12, and
(h) the Borrower shall have delivered to the Administrative Agent (1) with respect to any Acquisition in excess of $50,000,000, (x) a Permitted Acquisition Certificate signed by a Responsible Officer of the Borrower demonstrating
compliance with Section 7.17 after giving effect to the subject Acquisition on a Pro Forma Basis, and reaffirming that the representations in this Agreement (other than any such representations identified by Lenders providing any
financing for such Acquisition) are true and correct in all material respects as of such date, except those representations and warranties made as of a date certain, which shall remain true and correct in all material respects as of such date, and
(y) within 5 Business Days following the closing of such Acquisition, a certificate of a Responsible Officer of the Borrower describing the Person to be acquired, including, without limitation, the location and type of operations and key
management, and (2) with respect to any Acquisition in excess of $100 million (i) that is an Acquisition of Equity Interests, all financial statements for the full fiscal year preceding acquisition, as well as the most recent interim
statements of the party that is subject to the Acquisition or (ii) that is an Acquisition of assets, all material financial information for the full fiscal year preceding such Acquisition obtained by the Borrower or its Subsidiaries with
respect to the assets subject to the Acquisition. 

  
 27 








 “Permitted Acquisition Certificate” means a certificate of the Borrower
substantially in the form of Exhibit K. 
 “Permitted Bond Hedge Transaction” means any call or capped call option
(or substantively equivalent derivative transaction) on the Borrower’s common stock (whether settled in cash and/or common stock) purchased by the Borrower in connection with the issuance of any Convertible Indebtedness; provided that
the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by the Borrower from the sale of any related Permitted Warrant Transaction, does not exceed the net cash proceeds received by the Borrower or any other Loan
Party from the sale of such Convertible Indebtedness issued in connection with the Permitted Bond Hedge Transaction. 
 “Permitted
Cost Savings” means, for any four quarter measurement period, the projected or anticipated future synergies, cost savings and restructuring charges expected to arise from any Permitted Acquisition or Disposition permitted hereunder for such
period so long as, and only to the extent that, such future synergies, cost savings and restructuring charges either (a) are permitted to be included as pro forma adjustments under Regulation S-K or Regulation S-X whether or not the pro forma
reporting is required under applicable law, or (b) are certified in writing (which shall include detailed calculations of such amounts and supporting documentation as may be reasonably requested by the Administrative Agent) by the Borrower, so
long as (i) in each case under the foregoing clauses (a) and (b) such synergies, cost savings and restructuring charges are reasonably expected to be realized within eighteen (18) months after such Permitted Acquisition or
permitted Disposition, and (ii) the aggregate amount of all synergies, cost savings and restructuring charges arising under the foregoing clauses (a) and (b) that may be added back to Consolidated EBITDA of the Borrower and its
consolidated Subsidiaries during such measurement period does not exceed the greater of (x) $30,000,000 or (y) 15% of Consolidated EBITDA of the Borrower and its consolidated Subsidiaries (as calculated prior to giving effect to such
Permitted Cost Savings in clause (b) of Consolidated EBITDA). 
 “Permitted Liens” has the meaning specified in
Section 7.01. 
 “Permitted Warrant Transaction” means any call option, warrant or right to purchase (or
substantively equivalent derivative transaction) on the Borrower’s common stock (whether settled in cash and/or common stock) sold by the Borrower in connection with and substantially concurrently with any purchase by the Borrower of a related
Permitted Bond Hedge Transaction; provided that the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by the Borrower from the sale of such related Permitted Warrant Transaction, does not exceed the net cash
proceeds received by the Borrower or any other Loan Party from the sale of the Convertible Indebtedness issued in connection with the Permitted Warrant Transaction. 

  
 28 








 “Permitted Swap Termination” means the termination of the Swap Contract to which
Borrower is a party on the Closing Date. 
 “Person” means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership, Governmental Authority or other entity. 
 “Plan” means
(i) any “employee benefit plan” within the meaning of Section 3(3) of ERISA other than a Multiemployer Plan, maintained for employees of the Borrower or any Subsidiary (or, with respect to any “employee benefit plan”
that is a Pension Plan, maintained for employees of the Borrower or any ERISA Affiliate) or (ii) any such “employee benefit plan” to which the Borrower or any Subsidiary (or, with respect to a Pension Plan, any ERISA Affiliate) is
required to contribute on behalf of any of its employees. 
 “Platform” has the meaning specified in
Section 6.02. 
 “Pledge Agreement” means the Amended and Restated Pledge Agreement executed by the Borrower,
the Subsidiary Guarantors and the Administrative Agent in accordance with the provisions of this Agreement, as amended, which Pledge Agreement shall be substantially in the form of Exhibit I hereto. 

“Pro Forma Basis” means for purposes of calculating any financial ratio for any Reference Period for the purpose specified in
Section 1.03(c), and each such transaction actually consummated in such Reference Period, that such financial ratio or financial amount shall be calculated on a pro forma basis based on the following assumptions: (A) each such
transaction shall be deemed to have occurred on the first day of such Reference Period; (B) any funds to be used by any Person in consummating any such transaction will be assumed to have been used for that purpose as of the first day of such
Reference Period; (C) any Indebtedness to be incurred or repaid by any Person in connection with the consummation of any such transaction will be assumed to have been incurred or repaid on the first day of such Reference Period; (D) the
gross interest expenses, determined in accordance with GAAP, with respect to such Indebtedness assumed to have been incurred on the first day of such Reference Period that bears interest at a floating rate shall be calculated at the current rate (as
of the date of such calculation) under the agreement governing such Indebtedness (including this Agreement if the Indebtedness is incurred hereunder); and (E) any gross interest expense, determined in accordance with GAAP, with respect to
Indebtedness outstanding during such Reference Period that was or is to be refinanced with proceeds of a transaction assumed to have been incurred as of the first day of the Reference Period will be excluded from such calculations. 

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

 “Public Lender” has the meaning specified in Section 6.02. 

“Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, each Loan Party with total assets exceeding
$10,000,000 at the time the relevant Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person that constitutes an “eligible contract participant” under the Commodity
Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under §1a(18)(A)(v)(II) of the Commodity Exchange Act. 

  
 29 








 “Qualified Equity Interest” means (i) with respect to the Borrower, any
Equity Interest other than Equity Interests (x) that constitute Indebtedness or are convertible or exchangeable into, or are redeemable for, Equity Interests that constitute Indebtedness; provided, that, the foregoing shall not
exclude Equity Interests that accrue dividends that are not payable until the indefeasible payment in cash in full of all Obligations and the termination of all Commitments hereunder or (y) that otherwise, by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event or otherwise (A) matures or is mandatorily redeemable or subject to any mandatory repurchase requirement, pursuant to a
sinking fund obligation or otherwise (other than by virtue of a liquidation preference that would be entitled to payments or distributions only after Obligations have been indefeasibly repaid in full in cash and all Commitments have been
terminated), (B) is convertible into or exchangeable or exercisable for Indebtedness or any other Equity Interest that is not a Qualified Equity Interest, or (C) is redeemable or subject to any mandatory repurchase requirement at the
option of the holder thereof, in whole or in part, other than redemption or repurchase after the Obligations have been indefeasibly repaid in full in cash and all Commitments have been terminated and (ii) with respect to any Subsidiary of the
Borrower, common stock or other common Equity Interests. 
 “Ratification Agreement” means that certain Ratification
Agreement dated as of the date hereof executed by the Loan Parties in connection with this Agreement and acknowledged by the Administrative Agent. 

“Real Property Assets” means all interest (including leasehold interests) of the Borrower or any of its Subsidiaries in any
real property. 
 “Recipient” means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any
payment to be made by or on account of any obligation of any Loan Party hereunder. 
 “Reference Period” means (a) for
purposes of calculating compliance with any financial covenant or test on any date on which a Compliance Certificate is required to be delivered hereunder, the four consecutive fiscal quarters most recently ended prior to such date and (b) for
purposes of determining whether the conditions precedent have been satisfied for a proposed transaction, the four consecutive fiscal quarters most recently ended prior to date of such proposed transaction for which annual or quarterly financial
statements and a Compliance Certificate shall have been delivered in accordance with the provisions hereof. 
 “Register”
has the meaning specified in Section 10.06(c). 
 “Registered Public Accounting Firm” has the meaning specified
in the Securities Laws and shall be independent of the Borrower as prescribed by the Securities Laws. 
 “Regulation S-K”
means Regulation S-K under the U.S. Securities Act of 1933, as amended. 

  
 30 








 “Regulation S-X” means Regulation S-X under the U.S. Securities Act of 1933, as
amended. 
 “Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors,
officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates. 
 “Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived. 

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or
Revolving Credit Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice. 

“Required Facility Lenders” means (a) for the Revolving Credit Facility, the Required Revolving Lenders and (b) for
the Term Facility, the Required Term Lenders. 
 “Required Lenders” means, as of any date of determination, Lenders having
more than 50% of the sum of (a) the Total Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such
Revolving Credit Lender for purposes of this definition) and (b) the aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held
by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. 
 “Required Revolving
Lenders” means, as of any date of determination, Revolving Credit Lenders having more than 50% of the sum of (a) the Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk
participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) the aggregate unused Revolving Credit Commitments;
provided that the unused Revolving Credit Commitment of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving
Lenders. 
 “Required Term Lenders” means, as of any date of determination, Term Lenders having more than 50% of the Term
Facility on such date; provided that the portion of the Term Facility held by any Defaulting Lender shall be excluded for purposes of making a determination of Required Term Lenders. 

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer or assistant
treasurer, corporate controller, any vice president or executive vice president of any Loan Party to the extent each such officer shall have been duly authorized by all necessary corporate, partnership or other action on the part of such Person to
act on behalf of such Person and solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given under Article
II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be
conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. 

  
 31 








 “Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interest of the Borrower or any of its Subsidiaries (including, without limitation, any payment in connection with any dissolution, merger, consolidation or disposition involving
Subsidiaries), or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interest or
of any option, warrant or other right to acquire any such Equity Interest or on account of any return of capital to the Borrower’s or such Subsidiary’s stockholders, partners or members (or the equivalent of any thereof). 

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the
case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(b). 

“Revolving Credit Commitment” means as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit
Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed
the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as
such amount may be adjusted from time to time in accordance with this Agreement. 
 “Revolving Credit Facility” means, at
any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time. 
 “Revolving Credit
Lender” means, at any time, (a) so long as any Revolving Credit Commitment is in effect, any Lender that has a Revolving Credit Commitment at such time or (b) if the Revolving Credit Commitments have terminated or expired, any
Lender that has a Revolving Credit Loan or a participation in L/C Obligations or Swing Line Loans at such time. 
 “Revolving Credit
Loan” has the meaning specified in Section 2.01(b). 
 “Revolving Credit Note” means an amended and
restated “Revolving Credit Note” made by the Borrower in favor of a Revolving Credit Lender evidencing Revolving Credit Loans or Swing Line Loans, as the case may be, made by such Revolving Credit Lender, substantially in the form of
Exhibit C-2 hereto. 
 “RLL Maintenance Period” means the period beginning on the date that is three months prior to
the stated maturity date of the Convertible Notes (2016) or any other Convertible Indebtedness to and including the stated maturity date of such Convertible Notes (2016) or such other Convertible Indebtedness. 

  
 32 








 “S&P” means Standard & Poor’s Ratings Services, a division of
The McGraw-Hill Companies, Inc., and any successor in interest. 
 “Sale and Leaseback Transaction” means any arrangement
pursuant to which the Borrower or any of its Subsidiaries, directly or indirectly, becomes liable as lessee, guarantor or other surety with respect to any lease, whether an Operating Lease or a Capitalized Lease, of any Property that the Borrower or
any of its Subsidiaries (a) has sold or transferred (or is to sell or transfer) to, or arranged the purchase by, a Person other than the Borrower or any of its Subsidiaries or (b) intends to use for substantially the same purpose as any
other Property that has been sold or is transferred (or is to be sold or transferred) by the Borrowers or such Subsidiary to a Person other than the Borrower or any of its Subsidiaries in connection with such lease. 

“Sanction(s)” means any sanction administered or enforced by the United States Government (including without limitation,
OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority. 

“Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002. 

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal
functions. 
 “Secured Cash Management Services Agreement” means any Cash Management Services Agreement that is entered
into by and between the Borrower or any of its Subsidiaries and any Cash Management Bank. 
 “Secured Party” means the
Administrative Agent, each Lender, the L/C Issuer, each Swap Bank, each Cash Management Bank, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, and the other Persons the
Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents. 

“Secured Swap Contract” means any interest rate or foreign exchange rate Swap Contract that is entered into by and between
the Borrower or any of its Subsidiaries and any Swap Bank. 
 “Securities Laws” means the Securities Act of 1933, the
Securities Exchange Act of 1934, Sarbanes-Oxley and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board, as each of the
foregoing may be amended and in effect on any applicable date hereunder. 
 “Security Agreement” means the Amended and
Restated Security Agreement executed by the Borrower, the Subsidiary Guarantors and the Administrative Agent substantially in the form of Exhibit J hereto. 

“Shareholders’ Equity” means, as of the date of determination, consolidated shareholders’ equity of any Person and
its Subsidiaries on a consolidated basis as of that date determined in accordance with GAAP. 

  
 33 








 “SPC” has the meaning specified in Section 10.06(g). 

“Subject Properties” has the meaning specified in Section 5.13(a). 

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity
of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a
contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a
“Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. 

“Subsidiary Guarantor” means each Domestic Subsidiary of the Borrower on the Closing Date and each other Subsidiary of the
Borrower that joins as a Subsidiary Guarantor pursuant to Section 6.11, together with their successors and permitted assigns, in each case, other than the Excluded Subsidiaries. As of the Closing Date, the Domestic Subsidiaries listed on
part B of Schedule 1.01 hereto are Subsidiary Guarantors (excluding IsoTis, Inc., it being understood that IsoTis, Inc. shall become a Subsidiary Guarantor pursuant to the terms of Section 6.16). 

“Subsidiary Guaranty” means the Amended and Restated Subsidiary Guaranty Agreement dated August 10, 2010 duly executed
by each Subsidiary Guarantor and the Administrative Agent, substantially in the form of Exhibit F hereto. 
 “Swap
Bank” means any Lender or an Affiliate of a Lender in its capacity as a party to a Swap Contract in effect under the Existing Credit Agreement on the Closing Date or otherwise entered into on or after the Closing Date. 

“Swap Contract” 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 (excluding, for the avoidance of doubt, any option imbedded in any Convertible Indebtedness), 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 (any such master agreement, together with any related schedules, a “Master Agreement”),
including any such obligations or liabilities under any Master Agreement. 

  
 34 








 “Swap Obligations” 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. 

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any
legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and
(b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any
recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). 
 “Swing Line” means
the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04. 
 “Swing Line
Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04. 
 “Swing Line Lender”
means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder. 
 “Swing Line
Loan” has the meaning specified in Section 2.04(a). 
 “Swing Line Loan Notice” means a notice of a
Swing Line Borrowing pursuant to Section 2.04(b), which shall be substantially in the form of Exhibit B hereto or such other form as approved by the Administrative Agent (including any form on an electronic platform of electronic
transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. 

“Swing Line Sublimit” means an amount equal to the lesser of (a) $60,000,000 and (b) the Revolving Credit Facility.
The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Facility. 
 “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, additions to tax or penalties applicable thereto. 

“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of Eurodollar Rate
Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01(a). 
 “Term
Commitment” means, as to each Term Lender, its obligation to make Term Loans to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount equal to the amount set forth opposite such Term Lender’s name on
Schedule 2.01 under the caption “Term Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time
in accordance with this Agreement and “Term Commitments” means the Term Commitments of all the Term Lenders. 

  
 35 








 “Term Facility” means, at any time, (a) on or prior to the Closing Date,
the aggregate amount of the Term Commitments at such time and (b) thereafter, the aggregate principal amount of the Term Loans of all Term Lenders outstanding at such time. 

“Term Lender” means (a) at any time on or prior to the Closing Date, any Lender that has a Term Commitment at such time
and (b) at any time after the Closing Date, any Lender that holds Term Loans at such time. 
 “Term Loan” means an
advance made by any Term Lender under the Term Facility. 
 “Term Note” means a promissory note made by the Borrower in
favor of a Term Lender evidencing Term Loans made by such Term Lender, substantially in the form of Exhibit C-1 hereto. 

“Threshold Amount” means $30,000,000. 

“Total Revolving Credit Outstandings” means the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans
and L/C Obligations. 
 “Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

 “Type” has the meaning specified in the definition of “Loan”. 

“UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the
effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform
Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority. 

“Unaudited Financial Statements” means (a) the unaudited consolidated financial statements of the Borrower and its
Consolidated Subsidiaries for the fiscal quarter ended March 31, 2014 and (b) the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date, subject to
normal year-end adjustments, formatting requirements and the absence of footnotes. 
 “United States” and
“U.S.” mean the United States of America. 
 “Unreimbursed Amount” has the meaning specified in
Section 2.03(c)(i). 
 “U.S. Tax Compliance Certificate” has the meaning specified in
Section 3.01(e)(ii)(B)(III). 

  
 36 








 “Voluntary Convertible Note Repurchase” means the voluntary repurchase at any
time and from time to time of any Convertible Indebtedness by any Loan Party. 
 “Voting Securities” means, with respect to
any Person, securities or other ownership interests having by the terms thereof ordinary voting power to elect the board of directors or other persons performing similar functions of such Person (irrespective of whether or not at the time securities
or other ownership interests of any other class or classes of such Person shall have or might have voting power by reason of the happening of any contingency). 

“WFS Arranger Fee Letter” means that certain letter agreement, dated July 2, 2014, between the Borrower and Wells Fargo
Securities, LLC. 
 “Wholly-Owned Subsidiary” means (a) with respect to any Domestic Subsidiary of any Person, a
Domestic Subsidiary of such Person that is wholly-owned by such Person and (b) with respect to any Foreign Subsidiary of any Person, either (i) a Foreign Subsidiary of such Person that is wholly-owned by such Person or (ii) if any Law
applicable to such Foreign Subsidiary requires that directors of such Foreign Subsidiary own any amount of common Equity Interests in such Foreign Subsidiary, such Foreign Subsidiary of such Person so long as (i) the amount of common Equity
Interests in such Foreign Subsidiary owned by such director or directors is the minimum amount required by applicable Law, (ii) ownership of such common Equity Interests does not give such director or directors, individually or in combination,
the right or ability to control, directly or indirectly through one or more intermediaries, the management of such Foreign Subsidiary, and (iii) such Person, directly or indirectly, owns all the other Equity Interests in such Foreign Subsidiary
other than the Equity Interest held by such director or directors. 
 1.02 Other Interpretive Provisions. With reference to this
Agreement and 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. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words
“include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning
and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to
such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document),
(ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and
“hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to
Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any
reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as
amended, modified or supplemented from time to time, and (vi) 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. 

  
 37 








 (b) 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.” 
 (c) Section headings herein and in the other Loan Documents are included for
convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. 
 1.03 Accounting
Terms. (a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be
submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, 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 FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. 

(b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or 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 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. 
 (c) Pro Forma Calculations. Notwithstanding
anything herein to the contrary, any calculation of the Consolidated Total Leverage Ratio and Consolidated Interest Coverage Ratio for any Reference Period during which an Acquisition or Disposition shall have occurred shall each be made on a Pro
Forma Basis for purposes of making the following determinations: 
 (i) determining the applicable pricing level under the
definition of “Applicable Rate”; 

  
 38 








 (ii) determining compliance with the Consolidated Total Leverage Ratio and the
Consolidated Interest Coverage Ratio (other than whether the conditions precedent for a proposed transaction have been satisfied as contemplated by subsection (iii) of this Section 1.03(c)); and 

(iii) determining whether the conditions precedent have been satisfied for a proposed transaction which is permitted hereunder
only so long as no Event of Default will result from the consummation thereof, including, without limitation, any Disposition or any Investment which results in an Acquisition. 

(d) Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its
Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to
consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein. 
 1.04 Rounding. Any
financial ratios required to be maintained by the Borrower pursuant to this 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 is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). 

1.05 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or
standard, as applicable). 
 1.06 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at
any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto,
provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such
maximum stated amount is in effect at such time. 
 1.07 Amendment and Restatement. In order to facilitate the Amendment and
Restatement: 
 (a) Existing Credit Agreement Superseded. Each of the Borrower and each other Loan Party, the Administrative Agent,
the L/C Issuer and the Lenders hereby agree that upon the effectiveness of this Agreement, (i) the terms and provisions of the Existing Credit Agreement shall be and hereby are amended and restated in their entirety by the terms, conditions and
provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement shall be superseded by this Agreement and (ii) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer
without further amendment to this Agreement, as the same may from time to time be amended, restated, supplemented or otherwise modified. 

  
 39 








 (b) Continuing Obligations. All of the “Obligations” (as defined in the Existing
Credit Agreement, the “Existing Obligations”) outstanding under the Existing Credit Agreement and other “Loan Documents” (as defined in the Existing Credit Agreement, the “Existing Loan Documents”) shall
continue as Obligations hereunder to the extent not repaid on the Closing Date, and each of this Agreement and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of
and modification of, and not as a payment of or novation of, the indebtedness, liabilities and Existing Obligations of the Borrower under the Existing Credit Agreement or any Existing Loan Document, and neither the execution and delivery of such
documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of or reborrowing or termination of, the Existing Credit Agreement or of any of the other Existing Loan Documents or any obligations
thereunder. 
 (c) Reallocation of Commitments. Upon the effectiveness of this Agreement, all outstanding “Loans” given by
the Lenders under and as defined in the Existing Credit Agreement owing by the Borrower under the Existing Credit Agreement shall be deemed to be Loans hereunder. The parties hereto acknowledge and agree that, notwithstanding the provisions
regarding assignments set forth in Section 10.06 hereof, as of the Closing Date, (i) the Commitments and Applicable Percentages for each of the Lenders are as set forth on Schedule 2.01 and (ii) each Lender that is party
to the Existing Credit Agreement whose loan commitments under the Existing Credit Agreement is greater than its Commitments hereunder shall be deemed to have assigned, without recourse, to one or more Lenders such portion of such decreasing
Lender’s existing loans and commitments under the Existing Credit Agreement as shall be necessary to effectuate the reallocation of commitments and existing loans contemplated hereby. Notwithstanding anything to the contrary in the Existing
Credit Agreement or this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with such assignments (all of which requirements are hereby waived), and such assignments shall be deemed
to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the Closing Date, the Lenders shall make full cash settlement with each other through the Administrative Agent with respect
to all assignments, reallocations and other changes in commitments contemplated hereby such that after giving effect to such settlements each Lender’s Applicable Percentage with respect to the applicable Facility shall be as set forth on
Schedule 2.01; provided, that the foregoing re-allocations and deemed assignments shall not give rise to, and each Lender hereby waives, payment of any additional amounts under Section 3.05. 

(d) Existing Notes. Upon the effectiveness of this Agreement, (i) all “Notes” as defined in and issued under the
Existing Credit Agreement shall be superseded and replaced by the Notes hereunder and such “Notes” shall be deemed cancelled and of no further force and effect, regardless of whether such notes were returned to the Borrower;
provided, that Lenders that were “Lenders” under the Existing Credit Agreement will use commercially reasonable efforts to locate and return to Borrower for cancellation all original “Notes” issued under the Existing
Credit Agreement. 

  
 40 








 ARTICLE II 

COMMITMENTS AND CREDIT EXTENSIONS 

2.01 Loans.  
 (a)
Term Borrowing. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Borrower on the Closing Date in an amount equal to such Term Lender’s Term Commitment. The Term
Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of the Term Facility. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be
reborrowed. 
 (b) Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit Lender
severally agrees to make loans (each such loan, a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the
amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility,
and (ii) subject to Section 2.04(a) with respect to the Swing Line Lender, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit
Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit
Lender’s Revolving Credit Commitment. Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b),
prepay under Section 2.05, and reborrow under this Section 2.01(b). 
 (c) Loans may be Base Rate Loans or
Eurodollar Rate Loans, as further provided herein. 
 2.02 Borrowings, Conversions and Continuations of Loans. (a) Each
Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (a) telephone, or
(b) a Loan Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three
Business Days prior to the requested date of any Borrowing of, conversion to, or continuation of, Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base
Rate Loans. Each Borrowing of, conversion to, or continuation of, Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and
2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Loan Notice shall specify (i) the applicable Facility and whether the
Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, as the case may be, under such Facility, (ii) the requested date of the Borrowing, conversion or continuation, as
the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, as applicable (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted or continued,
and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the
applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans.
If the Borrower requests a Borrowing of, conversion to, or continuation of, Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, the Borrower will be deemed to have specified an Interest Period of one month.
Notwithstanding anything to the contrary herein, a Swing Line Loan may not be made as or converted to a Eurodollar Rate Loan. 

  
 41 








 (b) Following receipt of a Loan Notice for a Facility, the Administrative Agent shall promptly
notify each Appropriate Lender of the amount of its Applicable Percentage under such Facility of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each
Appropriate Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a). In the case of a Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in
immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction (or waiver) of the applicable conditions set forth in
Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent
either by (i) crediting the account of the Borrower on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably
acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Loan Notice with respect to a Revolving Credit Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the
proceeds of such Revolving Credit Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, and second shall be made available to the Borrower as provided above. 

(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for
such Eurodollar Rate Loan. During the existence of an Event of Default, no Loans may be requested as, converted to, or continued as, Eurodollar Rate Loans without the consent of the Required Lenders. 

(d) The Administrative Agent shall promptly notify the Borrower and the applicable Lenders of the interest rate applicable to any Interest
Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used
in determining the Base Rate promptly following the public announcement of such change. 

  
 42 








 (e) (i) After giving effect to all Term Borrowings, all conversions of Term Loans from one
Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than four (4) Interest Periods in effect with respect to the Term Facility at any time. (ii) After giving effect to all Revolving Credit
Borrowings, all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect with respect to the Revolving
Credit Facility at any time. 
 2.03 Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to the
terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from
the Closing Date until the Letter of Credit Expiration Date, to issue standby Letters of Credit for the account of the Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with
Section 2.03(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any
drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the aggregate
Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable
Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit.
Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding
sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of
Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. 
 (ii) The L/C Issuer
shall not issue any Letter of Credit, if: 
 (A) subject to Section 2.03(b)(iii), the expiry date of the requested
Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Revolving Lenders have approved such expiry date; or 

(B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the
Revolving Credit Lenders have approved such expiry date. 
 (iii) The L/C Issuer shall not be under any obligation to issue
any Letter of Credit if: 
 (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms
purport to enjoin or restrain the L/C Issuer from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the
L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with respect to the Letter of Credit any restriction,
reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing
Date and which the L/C Issuer in good faith deems material to it; 

  
 43 








 (B) the issuance of the Letter of Credit would violate one or more policies of
the L/C Issuer applicable to letters of credit generally; 
 (C) except as otherwise agreed by the Administrative Agent and
the L/C Issuer, the Letter of Credit is in an initial stated amount less than $500,000; 
 (D) the Letter of Credit is to be
denominated in a currency other than Dollars; 
 (E) the Letter of Credit contains any provisions for automatic reinstatement
of the stated amount after any drawing thereunder; or 
 (F) any Revolving Credit Lender is at that time a Defaulting Lender,
unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Revolving Credit Lender to eliminate the L/C Issuer’s
actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C
Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion. 

(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue the
Letter of Credit in its amended form under the terms hereof. 
 (v) The L/C Issuer shall be under no obligation to amend any
Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to
the Letter of Credit. 
 (vi) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters
of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered
by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX
included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer. 

  
 44 








 (b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of
Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application,
appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C
Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later
date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance
of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer the following: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day);
(B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any
certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may require. In the case of a request for
an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer the following: (A) the Letter of Credit to be amended; (B) the proposed date of amendment
thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other
documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require. 

(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has
received written notice from any Revolving Credit Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more of the
applicable conditions contained in Article IV shall not have been satisfied (other than matters previously waived), then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for
the account of the Borrower (or the applicable Loan Party) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of
each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such
Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Letter of Credit. 

  
 45 








 (iii) If the Borrower so requests in any applicable Letter of Credit Application,
the L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must
permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof and the Borrower not later than a day
(the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific
request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of
Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be
permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise),
or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to
permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing
the L/C Issuer not to permit such extension. 
 (iv) Promptly after its delivery of any Letter of Credit or any amendment to
a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. 

(c) Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any
notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative Agent thereof and shall state the date payment shall be made by the L/C Issuer under a Letter of Credit (each such date, an
“Honor Date”). Not later than 11:00 a.m. on the Honor Date, the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the L/C
Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Revolving Credit
Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed
Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments and the conditions set
forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in
writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 

  
 46 








 (ii) Each Revolving Credit Lender shall upon any notice pursuant to
Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable
Revolving Credit Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit
Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer. 

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans
because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so
refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the
L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this
Section 2.03. 
 (iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant
to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the
L/C Issuer. 
 (v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse
the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim,
recoupment, defense or other right which such Lender may have against the L/C Issuer, the Administrative Agent, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other
occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is
subject to the amount of the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or
otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. 

  
 47 








 (vi) If any Revolving Credit Lender fails to make available to the Administrative
Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other
provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on
which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any
administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s
Revolving Credit Loan included in the relevant Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Credit Lender (through the
Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error. 

(d) Repayment of Participations. (i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has
received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the
related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its
Applicable Revolving Credit Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the
Administrative Agent. 
 (ii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant
to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Revolving Credit Lender
shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned
by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. 

  
 48 








 (e) Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer for
each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

 (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document or any
other agreement or instrument relating thereto; 
 (ii) the existence of any claim, counterclaim, setoff, defense or other
right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person,
whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; 

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; 

(iv) waiver by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the
Borrower or any waiver by the L/C Issuer which does not in fact materially prejudice the Borrower; 
 (v) honor of a demand
for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft; 
 (vi)
any payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit if presentation after such date
is authorized by the UCC or the ISP, as applicable 
 (vii) any payment made in good faith by the L/C Issuer under such
Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in
bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any
proceeding under any Debtor Relief Law; or 
 (viii) any exchange, release or non-perfection of any collateral, or any
release or amendment or waiver of or consent to the departure from any Guarantee, for all or any of the Obligations of the Borrower in respect of any Letter of Credit; or 

(ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary. 

  
 49 








 The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto
that is delivered to it, and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will promptly notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such
claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid. 
 (f) Role of L/C Issuer. Each Lender
and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit)
or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor
any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving
Lenders, as applicable, (ii) any action taken or omitted in the absence of gross negligence or willful misconduct, or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of
Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and
shall not, preclude the Borrower pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties
nor any correspondent, participant or assignee of the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e); provided, however, that anything in
such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary,
damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in
order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting
to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. 

(g) Applicability of ISP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued, the
rules of the ISP shall apply to each standby Letter of Credit. 

  
 50 








 (h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the
account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Rate times either
(i) so long as no Event of Default has occurred and is continuing, the excess of the daily amount available to be drawn under such Letter of Credit over the amount of any Cash Collateral provided by such Borrower with respect to such Letter of
Credit as a result of a Revolving Credit Lender becoming a Defaulting Lender or (ii) otherwise, the daily amount available to be drawn under such Letter of Credit (irrespective of any Cash Collateral provided with respect thereto);
provided, however, any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the L/C
Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Revolving Credit Lenders in accordance with the upward adjustments in their respective Applicable Revolving Credit
Percentages allocable to such Letter of Credit pursuant to Section 2.15(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account. For purposes of computing the daily amount available to be drawn under
any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. Such Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the
last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the
Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.
Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate. 

(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for
its own account a fronting fee with respect to each Letter of Credit, at the rate per annum specified in the Agent Fee Letter, computed on either (i) so long as no Event of Default has occurred and is continuing, the excess of the daily amount
available to be drawn under such Letter of Credit over the amount of any Cash Collateral provided by such Borrower with respect to such Letter of Credit as a result of a Revolving Credit Lender becoming a Defaulting Lender or (ii) otherwise,
the daily amount available to be drawn under such Letter of Credit (irrespective of any Cash Collateral provided with respect thereto), in each case on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business
Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such
Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.06. In addition, the Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer
relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable. 

(j) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the
terms hereof shall control. 
 (k) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or
outstanding hereunder is in support of any obligations of, or is for the account of, or otherwise will benefit, a Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit.
The Borrower hereby acknowledges that the issuance of Letters of Credit for the benefit of Subsidiaries inures to the account of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such
Subsidiaries. 

  
 51 








 2.04 Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions
set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time
on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving
Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that after
giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, and (ii) except as provided above with respect to the Swing Line Lender, the aggregate
Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations at such time, plus
such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Revolving Credit Commitment, and provided, further, that the
Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04,
prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times
the amount of such Swing Line Loan. 
 (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s
irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (a) telephone or (b) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to
the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify
(i) the amount to be borrowed, which shall be a minimum of $500,000 or a whole multiple of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of
any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will
notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit
Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of
Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV (other than matters previously waived) is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line
Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower designated on the books of
the Swing Line Lender in immediately available funds. 

  
 52 








 (c) Refinancing of Swing Line Loans. (i) The Swing Line Lender at any time in its
sole discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s
Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements
of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in
Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its
Applicable Revolving Credit Percentage of the amount specified in such Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable
Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit
Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender. 

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with
Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in
the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

 (iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line
Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such
Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per
annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the
Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Revolving Credit
Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this
Section 2.04(c)(iii) shall be conclusive absent manifest error. 

  
 53 








 (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit
Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim,
recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or
condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the amount of the unutilized
portion of the Revolving Credit Facility and the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with
interest as provided herein. 
 (d) Repayment of Participations. (i) At any time after any Revolving Credit Lender has purchased
and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Credit Lender its Applicable Revolving Credit Percentage
of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender. 

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to
be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the
Swing Line Lender its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate.
The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. 

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on
the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Revolving Credit Lender’s Applicable Revolving Credit Percentage of any Swing
Line Loan, interest in respect of such Applicable Revolving Credit Percentage shall be solely for the account of the Swing Line Lender. 

(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line
Loans directly to the Swing Line Lender. 

  
 54 








 2.05 Prepayments. (a) Optional. (i) Subject to the last sentence of this
Section 2.05(a)(i), the Borrower may upon notice to the Administrative Agent, at any time or from time to time, voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that
(A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (x) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (y) on the date of prepayment of Base Rate Loans, (B) any
prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of
$500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Facility to be prepaid, the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The
Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall irrevocably make such
prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Notwithstanding anything to the contrary contained herein, any notice of prepayment may state that it is conditioned upon the
occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice on or prior to the specified effective date) if such
condition is not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the
outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the remaining principal repayment installments thereof (a) in direct order of maturity, (b) in inverse order of maturity (c) on a pro rata basis,
or (d) pro rata to the next eight (8) scheduled principal payment installments thereof following such date of prepayment for which any scheduled payment amount in excess of zero remains unpaid as of such date and thereafter on a pro rata
basis, in each case as the Borrower may elect. If the Borrower fails to timely specify its election then the prepayment shall be applied in accordance with clause (d) above. Subject to Section 2.15, prepayments shall be
applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities; provided that, in each case, first to Base Rate Loans and then to Eurodollar Rate Loans specified in
such notice in direct order of Interest Period maturities. 
 (ii) The Borrower may upon notice to the Swing Line Lender
(with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice
is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 

  
 55 








 (b) Mandatory. 

(i) If the Borrower or any of its Subsidiaries Disposes of any property (including any Disposition made under
Section 7.05(f) but excluding any other Disposition permitted under Section 7.05) which results in the realization by such Person of Net Cash Proceeds in excess of $10,000,000 in the aggregate for all such Dispositions in any
Fiscal Year, the Borrower shall prepay an aggregate principal amount of Term Loans equal to the lesser of (A) 100% of such Net Cash Proceeds and (B) the aggregate outstanding amount of all Term Loans immediately upon receipt thereof by
such Person (such prepayments to be applied as set forth in clause (iii) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this
Section 2.05(b), at the election of the Borrower (as notified by the Borrower to the Administrative Agent within five Business Days of receipt of such Net Cash Proceeds), and so long as no Event of Default shall have occurred and be
continuing, the Borrower or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in useful assets in the business so long as within eighteen (18) months after the receipt of such Net Cash Proceeds, such reinvestment shall
have been consummated or a written commitment therefor shall have been signed (in either case, as reported in a notice provided by the Borrower in writing to the Administrative Agent); provided further, however, in the case of
written commitment to invest such Net Cash Proceeds within eighteen (18) months after the receipt of such Net Cash Proceeds, such reinvestment shall be consummated within twenty-four (24) months after the receipt of such Net Cash Proceeds;
provided further, however, that any Net Cash Proceeds not subject to such written commitment or not so reinvested shall be promptly applied to the prepayment of the Loans as set forth in this Section 2.05(b)(i). 

(ii) Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness
expressly permitted to be incurred or issued pursuant to Section 7.03), the Borrower shall prepay an aggregate principal amount of Term Loans equal to the lessor of (A) 100% of all Net Cash Proceeds received therefrom immediately
upon receipt thereof by the Borrower or such Subsidiary and (B) the aggregate outstanding amount of all Term Loans (such prepayments to be applied as set forth in clause (iii) below). 

(iii) Each prepayment of Loans pursuant to the foregoing subclauses (i) and (ii) of this
Section 2.05(b) shall be applied to the Term Facility pro rata with respect to the next eight (8) scheduled principal repayment installments following such date of prepayment for which any scheduled payment amount in excess of zero
remains unpaid as of such date and thereafter on a pro rata basis. Subject to Section 2.15, such prepayments shall be paid to the Term Lenders in accordance with their respective Applicable Percentages in respect of the Term Facility.

 (iv) If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such
time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower
shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(iv) unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the
Revolving Credit Facility at such time. 

  
 56 








 (v) Except as otherwise provided in Section 2.15, prepayments of the
Revolving Credit Facility made pursuant to this Section 2.05(b), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans,
and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or
notice to or from the Borrower or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable. 

2.06 Termination or Reduction of Commitments. (a) Optional. The Borrower may, upon notice to the Administrative Agent,
terminate the Revolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit, in each case, in
whole or in part, without premium or penalty and subject to any payments required under Section 3.05; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior
to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the
Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect
thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder,
the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Revolving Credit
Facility under this Section 2.06. Upon any reduction of the Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Revolving Credit Percentage of
such reduction amount. 
 (b) Mandatory. 

(i) The Aggregate Term Commitments shall be automatically and permanently reduced to zero immediately following the Term
Borrowing. 
 (ii) If after giving effect to any reduction or termination of Revolving Credit Commitments under this
Section 2.06, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the Revolving Credit Facility at such time, the Letter of Credit Sublimit or the Swing Line Sublimit, as the case may be, shall be automatically reduced by
the amount of such excess. 
 (c) All Commitment Fees in respect of the Revolving Credit Facility accrued until the effective date of any
termination of the Revolving Credit Facility shall be paid on the effective date of such termination. 

  
 57 








 2.07 Repayment of Loans. 

(a) Term Loans. The Borrower shall repay to the Term Lenders the principal amount of Term Loans outstanding
on the last Business Day corresponding to each of the following quarter end dates in the respective amounts set forth opposite such dates (which amounts shall be reduced as a result of the application of prepayments in accordance with
Section 2.05): 
  

					
	 Date
	  	Amount	 
	 September 30, 2014
	  	$	0	  
	 December 31, 2014
	  	$	0	  
	 March 31, 2015
	  	$	0	  
	 June 30, 2015
	  	$	0	  
	 September 30, 2015
	  	$	1,875,000	  
	 December 31, 2015
	  	$	1,875,000	  
	 March 31, 2016
	  	$	1,875,000	  
	 June 30, 2016
	  	$	1,875,000	  
	 September 30, 2016
	  	$	2,812,500	  
	 December 31, 2016
	  	$	2,812,500	  
	 March 31, 2017
	  	$	2,812,500	  
	 June 30, 2017
	  	$	2,812,500	  
	 September 30, 2017
	  	$	3,750,000	  
	 December 31, 2017
	  	$	3,750,000	  
	 March 31, 2018
	  	$	3,750,000	  
	 June 30, 2018
	  	$	3,750,000	  
	 September 30, 2018
	  	$	3,750,000	  
	 December 31, 2018
	  	$	3,750,000	  
	 March 31, 2019
	  	$	3,750,000	  
	 Maturity Date
	  	 
 
 	Outstanding
Amount of
Term Loan	  
  
  

 provided, however, that the final principal repayment installment of the Term Loans shall be repaid on the
Maturity Date and in any event shall be in an amount equal to the aggregate principal amount of all Term Loans outstanding on such date. 

(b) Revolving Credit Loans. The Borrower shall repay to the Revolving Credit Lenders on the Maturity Date the aggregate principal
amount of all Revolving Credit Loans outstanding on such date. 
 (c) Swing Line Loans. The Borrower shall repay each Swing Line Loan
on the earlier to occur of (i) the date that is ten (10) Business Days after such Swing Line Loan is made and (ii) the Maturity Date. 

  
 58 








 2.08 Interest. (a) Subject to the provisions of Section 2.08(b) (and
without duplication), (i) each Eurodollar Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the
Applicable Rate under a Facility; (ii) each Base Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate
under a Facility; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for the Revolving Credit
Facility. 
 (b) (i) If any amount of principal of any Loan is not paid when due (after any applicable grace periods), whether at stated
maturity, by acceleration or otherwise, such amount thereafter shall bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 

(ii) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due
(after any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at the fluctuating interest rate per annum equal at all times
to the Default Rate to the fullest extent permitted by applicable Law. 
 (iii) Upon the request of the Required Lenders,
while any Event of Default exists, the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by
applicable Laws. 
 (iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be
due and payable upon demand. 
 (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable
thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief
Law. 
 2.09 Fees. In addition to certain fees described in Sections 2.03(h) and (i): 

(a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance
with its Applicable Revolving Credit Percentage, a commitment fee (the “Commitment Fee”) equal to the Applicable Rate under the Revolving Credit Facility times the actual daily amount by which the Revolving Credit Facility
exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.15; provided that for purposes of calculating the
Commitment Fee, Swing Line Loans will not be deemed to be utilized. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and
shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date. The Commitment Fee shall be calculated
quarterly in arrears and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was
in effect. 

  
 59 








 (b) Other Fees. (i) The Borrower shall pay to the Arrangers and the Administrative
Agent for their own respective accounts fees in the amounts and at the times specified in the Engagement Letter and the Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

(ii) 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. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 
 2.10
Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. (a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar 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 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-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid;
provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be
conclusive and binding for all purposes, absent manifest error. 
 (b) If, as a result of any restatement of or other adjustment to the
financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Consolidated Total Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper
calculation of the Consolidated Total Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or
the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States,
automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees
actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or 2.08(b) or under
Article VIII. The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. 

  
 60 








 2.11 Evidence of Debt. (a) The Credit Extensions made by each Lender shall be
evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender of the amount of the Credit
Extensions made by the Lenders to the Borrower and the interest and payments thereon shall be conclusive absent manifest error. 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 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 Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans
and payments with respect thereto. 
 (b) In addition to the accounts and records referred to in Section 2.11(a), each Lender
and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between
the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. 

(c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsections (a) and (b) above, and by each
Lender in its accounts pursuant to subsections (a) and (b) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register each
Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make any entry, or any finding
that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents. 

2.12 Payments Generally; Administrative Agent’s Clawback. (a) General. All payments to be made by the Borrower shall
be made without condition or deduction for any counterclaim, defense, recoupment or setoff, but without waiver thereof. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will
promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All
payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day
other than a Business Day, payment shall be made on the next following Business Day (unless otherwise expressly provided herein), and such extension of time shall be reflected in computing interest or fees, as the case may be. 

  
 61 








 (b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative
Agent shall have received notice from a Lender 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 of Eurodollar Rate Loans (or, in the case of
any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing), the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a
Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) 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 in immediately available funds 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 Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar
fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to the applicable Borrowing. 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. 
 (ii) Payments by Borrower; Presumptions by
Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer 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 Appropriate Lenders or the L/C Issuer,
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 Appropriate Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds 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. 

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be
conclusive, absent manifest error. 

  
 62 








 (c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the
applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without
interest, if returned within one Business Day, and with interest at the Federal Funds Rate for each day thereafter until returned. 
 (d)
Obligations of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and Revolving Credit Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to
Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other
Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 10.04(c). 

(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or
manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 

(f) Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all
amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied as provided in Section 8.03. 

2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain
payment in respect of (a) Obligations in respect of any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the
amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of
payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of the
Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and
payable) to such Lender at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations owing (but
not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then, in each case under clauses (a) and (b) above, 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 subparticipations in L/C Obligations and Swing Line Loans 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 Obligations in respect of the Facilities then due and payable to the Lenders or owing (but
not due and payable) to the Lenders, as the case may be, provided that: 
 (i) if any such participations or
subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and


  
 63 








 (ii) the provisions of this Section shall not be construed to apply to
(A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash
Collateral provided for in Section 2.14, 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 subparticipations in L/C Obligations or Swing Line Loans to
any assignee or participant, other than an assignment to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply). 

The Borrower consents 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 the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such
participation. 
 2.14 Cash Collateral. 

(a) Certain Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of
Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) the Borrower shall be required to provide Cash Collateral pursuant to
Section 8.02(c), or (iv) there shall exist a Defaulting Lender, the Borrower shall immediately (in the case of clause (iii) above) or within one Business Day (in all other cases) following any request by the
Administrative Agent or the L/C Issuer, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to
Section 2.15(a)(iv) and any Cash Collateral provided by the Defaulting Lender). Additionally, if the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all L/C Obligations at such time exceeds 103% of
the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall provide Cash Collateral for the Outstanding Amount of the L/C Obligations in an amount not less than the amount by which
the Outstanding Amount of all L/C Obligations exceeds the Letter of Credit Sublimit. 

  
 64 








 (b) Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting
Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders, and agrees to maintain, a first priority security interest in
all Cash Collateral, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.15(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim
of any Person other than the Administrative Agent or the L/C Issuer as herein provided, 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. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked,
non-interest bearing deposit accounts at Bank of America. The Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and
disbursement of Cash Collateral. 
 (c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash
Collateral provided under any of this Section 2.14 or Sections 2.03, 2.04, 2.05, 2.15 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the
specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Revolving Credit Lender that is a Defaulting Lender, any interest accrued on such obligation) and other
obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. 

(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations
shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Revolving Credit Lender (or, as
appropriate, its assignee following compliance with Section 10.06(b)(vi))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash
Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.14 may be otherwise applied in accordance with
Section 8.03), and (y) the Person providing Cash Collateral and the L/C Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting
Exposure or other obligations. 
 2.15 Defaulting Lenders. 

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then,
until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: 
 (i) Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and
Section 10.01. 

  
 65 








 (ii) Reallocation of Payments. Any payment of principal, interest, fees or
other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting
Lender pursuant to Section 10.08 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 L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to
such Defaulting Lender in accordance with Section 2.17; fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion
thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such
Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future
Letters of Credit issued under this Agreement, in accordance with Section 2.14; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent
jurisdiction obtained by any Lender, the L/C Issuer or the Swing Line 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 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 (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect
of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived,
such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until
such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.15(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 2.15(a)(ii) shall be deemed paid to
and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. 
 (iii) Certain Fees. That
Defaulting Lender (A) shall not be entitled to receive any Commitment Fee pursuant to Section 2.09(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) and (B) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.03(h). 

  
 66 








 (iv) Reallocation of Applicable Revolving Credit Percentages to Reduce
Fronting Exposure. All of such Defaulting Lender’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without
regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the
Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Outstanding Amount of the Revolving
Credit Loans of any Non-Defaulting Lender, plus such Non-Defaulting Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Non-Defaulting Lender’s Applicable Revolving
Credit Percentage of the Outstanding Amount of all Swing Line Loans of such Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. 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. 
 (b) Defaulting Lender Cure. If the Borrower and the Administrative Agent, and, in the case a Defaulting
Lender is a Revolving Credit Lender, the Swing Line Lender and the L/C Issuer, agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the other
Lenders, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase 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 the funded and unfunded participations in Letters of Credit and Swing Line Loans, to be
held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.15(a)(iv)), whereupon that 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. 

2.16 Increase in Commitments. (a) Request for Increase. Provided there exists no Default or Event of Default, upon notice
to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, add one or more new tranches of term A loan facilities (each an “Incremental Tranche A Loan”) or request an increase in the
Aggregate Commitments (which increase may take the form of an increase to the Revolving Credit Facility or to the Term Facility) by an amount (for all such requests) not exceeding $200,000,000 in the aggregate (each an “Incremental
Increase” and together with the Incremental Increases, each a “Commitment Increase”); provided that (i) any such request for a Commitment Increase shall be in a minimum amount of $25,000,000, (ii) the
Borrower may make a maximum of five such requests, (iii) no Incremental Tranche A Loan shall mature earlier than the Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining
weighted average life to maturity of the Term Facility, (iv) each Incremental Tranche A Loan shall rank pari passu or junior in right of payment, prepayment, voting and/or security with the Term Loans, including sharing in mandatory prepayments
under Section 2.05(b) pro rata with the Term Loans (unless agreed to be paid after the Term Loans by the Lenders providing such Incremental Tranche A Loan) (and any Incremental Tranche A Loan that are junior in right of payment and/or
security shall have customary second lien, prepayment, standstill and other provisions reasonably acceptable to the Administrative Agent and the Borrower). At the time of sending such notice, the Borrower (in consultation with the Administrative
Agent) shall specify the time period within which any Appropriate Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Appropriate Lenders). Commitment Increases may
be (but shall not be required to be) provided by any existing Lender, in each case on terms permitted in this Section 2.16 and otherwise on terms reasonably acceptable to the Borrower and the Administrative Agent; provided that
the Borrower shall not be required to offer or accept commitments from existing Lenders for any Commitment Increase. 

  
 67 








 (b) Lender Elections to Increase. Each Appropriate Lender who receives a request from the
Borrower for a Commitment Increase shall notify the Administrative Agent within the requested time period whether or not it agrees to increase its applicable Commitment and, if so, whether by an amount equal to, greater than, or less than its
Applicable Percentage with respect to the applicable Facility of such requested increase. Any Appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. No Lender shall have any obligation
to increase its Commitment and no consent of any Lender, other than the Lenders agreeing to provide any portion of a Commitment Increase, shall be required to effectuate a Commitment Increase. Any Lender’s decision to increase its Commitment
pursuant hereto may be made by Lender in its sole and absolute discretion. 
 (c) Notification by Administrative Agent; Additional
Lenders. The Administrative Agent shall notify the Borrower and each Appropriate Lender of the Appropriate Lenders’ responses to each request made hereunder. To achieve the full amount of a requested Commitment Increase and subject to the
approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld and shall only be necessary to the extent required under Section 10.06 for assignments thereto), the
Borrower may also invite additional Eligible Assignees to become Lenders under the applicable Facility pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. 

(d) Effective Date and Allocations. If the Aggregate Commitments are increased in accordance with this Section 2.16, the
Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the
final allocation of such increase and the Increase Effective Date. If the increase is to the Term Facility, as of the Increase Effective Date, the amortization schedule for the Term Loans set forth in Section 2.07(a) shall be amended to
increase the then remaining unpaid installments of principal by an aggregate amount equal to the additional Term Loans being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts
in effect immediately prior to the Increase Effective Date. Such amendment may be signed by the Administrative Agent on behalf of the Term Lenders. 

  
 68 








 (e) Conditions to Effectiveness of Increase. As a condition precedent to such increase,
the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and
attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) except as otherwise agreed by the
Lenders providing such Commitment Increase, the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.16, the representations and warranties contained in subsections
(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided that, notwithstanding the foregoing, in the
case of a Commitment Increase the proceeds of which are to be used to finance a Permitted Acquisition under this Agreement, such Commitment Increase may be subject to customary “funds certain provisions”, to the extent agreed by the
Lenders providing such Commitment Increase (1) at the time of the execution and delivery of the purchase agreement related to such Permitted Acquisition, no Event of Default shall have occurred and be continuing or should occur as a result
thereof and (2) upon the effectiveness of any Commitment Increase and the making of any Loan thereunder on the date of such Commitment Increase, no Default pursuant to Section 8.01(a), (f) or (g)(i) shall have
occurred and be continuing or shall occur as a result thereof; and (B) after giving effect to such increase in Commitments or Loans made available by such increase, the Borrower and its Consolidated Subsidiaries shall be in compliance with
Section 7.17 on a Pro Forma Basis and (C) no Default exists. If the increase is to the Term Facility, the additional Term Loans shall be made by the Term Lenders participating therein pursuant to the procedures set forth in
Section 2.02. Each Commitment Increase with respect to Revolving Commitments shall be implemented through an increase to the Revolving Credit Facility, and upon the implementation of each such Commitment Increase (i) each Revolving
Credit Lender immediately prior to such Commitment Increase will automatically and without further act be deemed to have assigned to each relevant revolving credit lender with respect to such Commitment Increase, and each relevant revolving credit
lender with respect to such Commitment Increase will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit, if applicable, such
that, after giving effect to each deemed assignment and assumption of participations, all of the Revolving Credit Lenders’ (including each revolving lender with respect to such Commitment Increase) participations hereunder in Letters of Credit
and (ii) the existing Revolving Credit Lenders shall assign Revolving Credit Loans to certain other Revolving Credit Lenders (including the revolving lender with respect to such Commitment Increase), and such other Revolving Credit Lenders
(including the revolving lender with respect to such Commitment Increase) shall purchase such Revolving Credit Loans, in each case to the extent necessary so that all of the Revolving Credit Lenders participate in each outstanding Revolving Credit
Borrowing pro rata on the basis of their respective Revolving Credit Commitments (after giving effect to any increase in the Revolving Credit Commitment pursuant to this Section 2.16); it being understood and agreed that the minimum
borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. 

(f) Conflicting Provisions. This Section 2.16 shall supersede any provisions in Section 2.13 or 10.01 to
the contrary. Minimum prepayment amounts in Section 2.05 shall not apply to prepayments pursuant to this Section. 

  
 69 








 (g) Increase Amendments. The Lenders hereby irrevocably authorize the Administrative Agent
to enter into amendments to this Agreement and the other Loan Documents with the Loan Parties as may be necessary in order to establish Commitment Increases pursuant to this Section 2.16 and such technical amendments as may be necessary
or appropriate in the reasonable determination of the Administrative Agent and the Borrower in connection with the establishment of such Commitment Increases, in each case on terms consistent with this Section 2.16. 

ARTICLE III 
 TAXES,
YIELD PROTECTION AND ILLEGALITY 
 3.01 Taxes. (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of
Taxes. (i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as
determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be
entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. 

(ii) If any Loan Party or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including
both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the
information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code,
and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required
deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. 

(iii) If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or
deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has
received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in
accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or
the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or
deduction been made 

  
 70 








 (b) Payment of Other Taxes by the Borrower. Without limiting the provisions of
subsection (a) above, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. 

(c) Tax Indemnifications. (i) Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient, and
shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01)
payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and 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 Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. Each of the Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make
payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. 

(ii) Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof
within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for
such Indemnified Taxes and without limiting the obligation of the Loan Party to do so), (y) the Administrative Agent and the Loan Party, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions
of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Loan Party, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case,
that are payable or paid by the Administrative Agent or a Loan Party 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 and the L/C Issuer hereby authorizes the
Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this
clause (ii). 

  
 71 








 (d) Evidence of Payments. Upon request by the Borrower or the Administrative Agent, as the
case may be, after any payment of Taxes by the Borrower or the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall
deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment
reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be. 
 (e) Status of Lenders; Tax Documentation.
(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by
the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or the taxing authorities of a jurisdiction pursuant to such applicable law or 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 either (A) set forth in
Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below or (B) required by applicable law other than the Code or the taxing authorities of the jurisdiction pursuant to such applicable law to comply with the requirements for
exemption or reduction of withholding tax in that jurisdiction) 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. 
 (ii) Without limiting the generality of the foregoing, in the
event that a Borrower is a U.S. Person, 
 (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on
or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS
Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; and 

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), whichever of the following is applicable: 
 (I) in the case of a Foreign Lender claiming the benefits of an income
tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to
the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the
“business profits” or “other income” article of such tax treaty; 

  
 72 








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

(III) 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 in the form of Exhibit L-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within
the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS
Form W-8BEN; or 
 (IV) to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY,
accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit L-2 or Exhibit L-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 L-4 on behalf of each such direct and indirect partner; 
 (C) any Foreign Lender shall, to the extent it is legally entitled to
do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly
completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made 

  
 73 








 (D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal
withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the
Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by
Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under
FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (C), “FATCA” shall include any
amendments made to FATCA after the date of this Agreement. 
 (iii) Each Lender agrees that if any form or certification it previously
delivered pursuant to this Section 3.01 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. 
 (f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any
obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C
Issuer, as the case may be. If any Recipient determines in good faith that it has received a refund of any Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to
this Section 3.01, it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 3.01 with respect to the
Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund),
provided that each Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the
event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to such Loan Party pursuant to
this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or
otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information
relating to its taxes that it deems confidential) to any Loan Party or any other Person. 
 (g) Survival. Each party’s
obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and the
repayment, satisfaction or discharge of all other Obligations. 

  
 74 








 3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based
upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to
the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and (ii) if such notice asserts the
illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to
avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving
rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender
to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the
last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such
notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference
to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment
or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. 
 3.03 Inability to Determine
Rates. If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof, (a) the Administrative Agent determines that (i) Dollar deposits are not being offered to banks in the London interbank
eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (ii) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan (in each case with respect to clause (a)(i) above, “Impacted Loans”), or (b) the Administrative Agent determines that for any reason, the Eurodollar
Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each
Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described
in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the
instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar
Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. 

  
 75 








 Notwithstanding the foregoing, if the Administrative Agent has made the determination described
in this section, the Administrative Agent, in consultation with the Borrower and the Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to
the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this section, (2) the Administrative Agent notifies the Borrower that such
alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is
unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any
Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof. 

3.04 Increased Costs; Reserves on Eurodollar Rate Loans. (a) Increased Costs Generally. If any Change in Law shall: 

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement
against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)) or the L/C Issuer; 

(ii) subject any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of
Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by
Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer); or 

(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this
Agreement or Eurodollar 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 of making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C
Issuer 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 or the L/C Issuer
hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, and provided such Lender or L/C Issuer is generally charging its other borrowers therefor, the Borrower will pay to such Lender or
the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered. 

  
 76 








 (b) Capital Requirements. If any Lender or the L/C Issuer determines that any Change in
Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’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 L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy or
liquidity), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding
company for any such reduction suffered. 
 (c) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting
forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and setting forth in reasonable detail the basis thereof,
and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. 

(d) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing
provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to
the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the L/C Issuer, 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 L/C Issuer’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
nine-month period referred to above shall be extended to include the period of retroactive effect thereof). 
 (e) Reserves on Eurodollar
Rate Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as
“Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith,
which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 10 Business Days prior notice (with a copy to the
Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 10 Business Days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 Business Days from receipt of
such notice. 

  
 77 








 3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative
Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: 

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the
Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); 
 (b) any failure by the
Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or 

(c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the
Borrower pursuant to Section 10.13; 
 including any loss of anticipated profits and any loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with
the foregoing. 
 For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be
deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not
such Eurodollar Rate Loan was in fact so funded. 
 3.06 Mitigation Obligations; Replacement of Lenders. (a) Designation of a
Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or
the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then upon Borrower’s written request such Lender or the L/C Issuer shall, as applicable, 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 or the L/C Issuer, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as
applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender or the L/C Issuer, as the case may
be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment. 

  
 78 








 (b) Replacement of Lenders. If any Lender requests compensation under
Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 or notice is given pursuant to Section 3.02,
the Borrower may replace such Lender in accordance with Section 10.13. 
 3.07 Survival. All of the Borrower’s
obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent. 

ARTICLE IV 
 CONDITIONS
PRECEDENT TO CREDIT EXTENSIONS 
 4.01 Conditions to Closing. The obligations of the L/C Issuer and each Lender hereunder are
subject to satisfaction (or waiver by the Administrative Agent) of the following conditions precedent on the Closing Date: 
 (a) The
Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated
the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date): 
 (i)
executed counterparts of this Agreement, the Ratification Agreement and each ratification and amendment of the Collateral Documents and the Subsidiary Guaranty, sufficient in number for distribution to the Administrative Agent and the Borrower; 

(ii) an original Note executed by the Borrower in favor of each new Lender requesting a Note; 

(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible
Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act on behalf of such Loan Party in connection with this Agreement and the other
Loan Documents to which such Loan Party is a party; 
 (iv) such documents and certifications as the Administrative Agent may
reasonably require to evidence that each of the Loan Parties is duly organized or formed, validly existing and in good standing in its jurisdiction of organization, including, certified copies of the Organization Documents of the Loan Parties,
certificates of good standing of the Loan Parties; 
 (v) favorable opinions of special counsel for the Loan Parties,
addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H hereto and such other matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request and including,
among other things, opinions regarding the enforceability of the security interests created thereby; 
 (vi) copies of the
financial statements referred to in Sections 5.05(a) and (b), and a certificate signed by a Responsible Officer of the Borrower (A) certifying that the conditions specified in Sections 4.02(a) and (b) have been
satisfied, (B) certifying that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect,
and (C) (x) attaching copies of all consents, licenses and approvals of Governmental Authorities, shareholders and other Persons required in connection with the execution, delivery and performance by each Loan Party and the validity
against each Loan Party of the Loan Documents to which it is a party and required in connection with the Loan Documents and the transactions contemplated thereby (including, without limitation, the expiration, without imposition of conditions, of
all applicable waiting periods in connection with the transactions contemplated by the Loan Documents), and such consents, licenses and approvals shall be in full force and effect, or (y) stating that no such consents, licenses or approvals are
so required since the closing of the Existing Credit Agreement; 

  
 79 








 (vii) existing insurance certificates previously delivered to the Administrative
Agent or other evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in full force, including in either case evidence that the Administrative Agent, on behalf of the Lenders, is an additional
insured or lender’s loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Loan Parties that constitutes Collateral; 

(viii) confirmation from Administrative Agent that Administrative Agent previously received or has received original
certificates evidencing all of the issued and outstanding shares of capital stock or other Equity Interest required to be pledged pursuant to the terms of the Pledge Agreement, which certificates shall be accompanied by undated stock powers duly
executed in blank by each relevant pledgor in favor of the Administrative Agent. 
 (ix) confirmation from Administrative
Agent that Administrative Agent previously received or has received the original Intercompany Notes required to be pledged pursuant to the terms of the Pledge Agreement, duly endorsed in blank by each relevant pledgor in favor of the Administrative
Agent; 
 (x) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11) or similar search
reports certified by a party acceptable to the Administrative Agent, dated a date reasonably near (but prior to) the Closing Date, listing all effective UCC financing statements, tax liens and judgment liens since the date of such searches in
connection with the Existing Credit Agreement which name any Loan Party, as the debtor, and which are filed in the jurisdictions in which such Loan Parties are organized, together with copies of such financing statements (none of which (other than
financing statements filed pursuant to the terms hereof in favor of the Administrative Agent, if such Form UCC-11 or search report, as the case may be, is current enough to list such financing statements) shall cover any of the Collateral, other
than Liens existing on the Closing Date or permitted by Section 7.01(b), (c) or (j)); 
 (xi) acknowledgment
copies of UCC financing statements (or delivery in proper form for filing) naming the Borrower and each other Loan Party as the debtor and the Administrative Agent as the secured party, which such UCC financing statements have been filed, or have
been delivered for filing, under the UCC of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the first priority security interest of the Administrative Agent pursuant to the Security
Agreement and the Pledge Agreement; 

  
 80 








 (xii) evidence that all other action that the Administrative Agent may deem
necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Collateral Documents has been taken (including, without limitation, receipt of duly executed payoff letters, UCC-3 termination
statements); 
 (xiii) a duly completed Compliance Certificate as of the last day of the fiscal quarter of the Borrower on
March 31, 2014, signed by a Responsible Officer of the Borrower; and 
 (xiv) such other assurances, certificates,
documents, consents and waivers, estoppel certificates, or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. 

(b) Such financial, business and legal due diligence and information regarding the Borrower and its Subsidiaries as the Administrative Agent
and its legal counsel shall have requested. 
 (c) The Engagement Letter and each Fee Letter shall be in full force and effect and the
Borrower and each of the Loan Parties shall have complied with all of their respective obligations thereunder. 
 (d) The Administrative
Agent shall have received certification, in form and substance reasonably satisfactory to the Administrative Agent, as to the financial condition and solvency (as described in Section 5.24) of the Borrower, individually, and the Loan
Parties, taken as a whole from the chief financial officer of the Borrower. 
 (e) Any fees and expenses required to be paid on or before
the Closing Date shall have been paid, including those fees and expenses set forth in the Engagement Letter and Fee Letter. 
 (f) The
Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of fees, charges and disbursements of counsel to the
Administrative Agent as shall constitute its reasonable estimate of fees, charges and disbursements of counsel to the Administrative Agent incurred or to be incurred by it through the closing proceedings (provided, that such estimate shall
not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 
 (g) Since December 31,
2013, no changes or developments shall have occurred that either individually or in the aggregate constitutes or has had or could reasonably be expected to constitute or have a Material Adverse Effect. 

  
 81 








 Without limiting the generality of the provisions of Section 9.04, for purposes of
determining compliance with the conditions specified in this Section 4.01, 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. 

4.02 Conditions to all Credit Extensions. The obligation of each Lender and the L/C Issuer to honor any Request for Credit
Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the satisfaction (or waiver by the Required Lenders) of the following conditions precedent: 

(a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document
(excluding any representations and warranties of the Borrower or any other Loan Party with respect to Item C to Schedule I of the Security Agreement on the Closing Date or at any time prior to the delivery of Item C to Schedule I of the Security
Agreement pursuant to Section 6.16 hereof) shall be true and correct in all material respects (or, if any such representation or warranty is by its terms qualified by concepts of materiality or reference to Material Adverse Effect, such
representation or warranty shall be true and correct in all respects) on and as of the date of such Credit Extension, (i) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they
shall be true and correct in all material respects (or, if any such representation or warranty is by its terms qualified by concepts of materiality or reference to Material Adverse Effect, such representation or warranty shall be true and correct in
all respects) as of such earlier date, (ii) except that, for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to
the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 and (iii) except for any additional items that will be disclosed on updated Schedules delivered on the next scheduled
delivery date, as to which the Borrower has notified the Administrative Agent in writing. 
 (b) No Default shall exist, or would result
from such proposed Credit Extension or from the application of the proceeds thereof. 
 (c) The Administrative Agent and, if applicable, the
L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. 
 Each
Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the
conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. 

  
 82 








 ARTICLE V 

REPRESENTATIONS AND WARRANTIES 

The Borrower represents and warrants to the Administrative Agent and the Lenders that: 

5.01 Existence, Qualification and Power. Each of the Borrower and its Subsidiaries (a) is duly organized or formed, validly
existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, accreditations, authorizations, consents and approvals to
(i) own or lease its assets and carry on its business as presently conducted, except where a failure to have such power and authority or to have such governmental licenses, accreditations, authorizations, consents and approvals, individually or
in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and in good
standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification except in such jurisdictions where failure to so qualify or be in good standing,
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. There is no existing default under any Organization Document of the Borrower or any of its Subsidiaries or any event which, with the giving of
notice or passage of time or both, would constitute a Default. 
 5.02 Authorization; No Contravention. The execution, delivery and
performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action. The execution, delivery and performance by each Loan Party of each Loan Document
to which it is a party, and the consummation of the transactions contemplated hereby with respect to each Loan Party, do not and will not: (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or
result in any breach or contravention of, or (except for the Liens created under the Loan Documents) the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person or such
Person’s Affiliate is a party or affecting such Person or the properties of such Person or any of its subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or
its property is subject; or (c) violate any Law. Each Loan Party and each Subsidiary thereof is in compliance with all Contractual Obligations referred to in clause (b)(i), except to the extent that failure to do so could not reasonably be
expected to have a Material Adverse Effect. No Subsidiary of the Borrower is in violation of any Law which could be reasonably likely to have a Material Adverse Effect. 

5.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or
filing, registration, qualification or accreditation with, any Governmental Authority (including, without limitation, exchange control) or any other Person (including any party to any contract or agreement to which the Borrower or any of its
Subsidiaries or any of their respective Affiliates is a party) is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document (other
than those that have been obtained), (b) the validity or enforceability of any Loan Documents against the Loan Parties (except such filings or notices as are necessary in connection with the perfection or enforcement of the Liens created by
such Loan Documents), or (c) the consummation of the transactions contemplated hereby, other than (i) the filing of financing statements in the UCC filing offices of each jurisdiction referred to in Schedule 3.1(a)(i) to the Security
Agreement, (ii) the filing of intellectual property security agreements in the U.S. Patent and Trademark Office and the U.S. Copyright Office, and (iii) those listed on Schedule 5.03 hereto, all of which have been obtained. 

  
 83 








 5.04 Binding Effect. This Agreement has been, and each other Loan Document when delivered
hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when so delivered will constitute, a legal, valid and
binding obligation of such Loan Party, enforceable against each such Person in accordance with its terms, subject to equitable principles and Debtor Relief Laws. 

5.05 Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements furnished to the Administrative Agent
and each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Borrower and its
Consolidated Subsidiaries as of the date thereof, and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and
(iii) show all material indebtedness and other material liabilities (to the extent required to be shown by GAAP), direct or contingent, of the Borrower and its Consolidated Subsidiaries as of the date thereof, including liabilities for taxes,
material commitments and Indebtedness. 
 (b) The Unaudited Financial Statements furnished to the Administrative Agent and each Lender
(i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition, when read together with the notes therein,
of the Borrower and its Consolidated Subsidiaries as of the date thereof, and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii) above, to the absence of footnotes, required formatting,
and to normal year-end audit adjustments and (iii) show all material indebtedness and other material liabilities (to the extent required to be shown by GAAP), direct or contingent, of the Borrower and its Consolidated Subsidiaries as of the
date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. 
 (c) [intentionally omitted].

 (d) Since the date of the most recent Audited Financial Statements, there has been no event or circumstance, either individually or in
the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. 
 (e) The financial statements delivered to
the Administrative Agent and each Lender pursuant to Sections 6.01(a) and (b), (i) will be prepared in accordance with GAAP, except as otherwise noted therein and except as otherwise permitted by Section 6.01(a) and
(b) and (ii) will fairly present the financial condition of the Borrower and its Consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP, subject to the
absence of footnotes, required formatting, and to normal year-end audit adjustments. 
 5.06 Litigation. To the knowledge of the
Borrower, there are no actions, suits, proceedings, investigations, litigations, claims, disputes or proceedings, pending or threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the
Borrower or any of its Subsidiaries or against any of their respective properties or revenues or orders, decrees, judgments, rulings, injunctions, writs, temporary restraining orders or other orders of any nature issued by any court or Governmental
Authority that (a) purport to affect, pertain to or enjoin or restrain the execution, delivery or performance of the Loan Documents, or any of the transactions contemplated hereby or thereby, (b) either individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect, or (c) purport to affect the legality, validity or enforceability of the Loan Documents or the consummation of the transactions contemplated hereby and thereby. 

  
 84 








 5.07 No Default. No Default has occurred and is continuing or would result from the
consummation of the transactions contemplated by this Agreement or any other Loan Document. 
 5.08 Subsidiaries and Equity
Investments. The Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.08 (including the jurisdiction of organization, classes of Equity Interests, options, warrants, rights of subscription,
conversion and exchangeability and other similar rights, ownership and ownership percentages thereof), and neither the Borrower nor any of its Subsidiaries has equity investments in any other corporation or entity other than (x) those
specifically disclosed in Part (b) of Schedule 5.08 and (y) Minority Equity Interests. The outstanding shares of Equity Interests shown on Part (a) of Schedule 5.08 have been validly issued, fully-paid and are
non-assessable and owned free and clear of Liens. The outstanding shares of Equity Interests shown are not subject to buy-sell, voting trust or other shareholder agreement, except as specifically disclosed in Part (c) of Schedule 5.08.

 5.09 Ownership. The authorized Equity Interests of the Borrower as of the Closing Date consists of 60,000,000 shares of the common
stock, $0.01 par value, of which approximately 32,600,000 shares are issued and outstanding on the Closing Date. The outstanding shares of common stock of the Borrower have been duly and validly authorized and issued, are fully paid and
nonassessable and were not issued in violation of the preemptive rights of any stockholder that owns more than one percent (1%) of the issued and outstanding Equity Interests of the Borrower. Except as set forth on Schedule 5.09 or as
permitted by Section 7.06, the Borrower has no other outstanding capital stock or Equity Interests, no incentive units, phantom stock or similar arrangements and no calls, commitments or claims of any character binding on the Borrower relating
to its Equity Interests. 
 5.10 Ownership of Personal Property; Liens. Except as could not reasonably be expected to have a Material
Adverse Effect, each of the Borrower and its Subsidiaries has good title to all of its respective personal properties and assets, free and clear of any Liens, except for Permitted Liens. Each of the Borrower and its Subsidiaries has obtained all
permits, licenses, franchises or other certifications, accreditations, consents, approvals and authorizations, governmental or private, necessary to the ownership of such properties and assets and the conduct of its business, except where any
failure to do so could not reasonably be expected to have a Material Adverse Effect. 

  
 85 








 5.11 Intellectual Property; Licenses; Etc. Except as could not reasonably be expected to
have a Material Adverse Effect, each of the Borrower and its Subsidiaries owns, or possesses the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual
property rights (collectively, “IP Rights”) that is reasonably necessary for the operation of its businesses as presently conducted, without conflict with the rights of any other Person. To the knowledge of the Borrower and except
as could not reasonably be expected to have a Material Adverse Effect, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any of its
Subsidiaries infringes upon any rights held by any other Person. To the knowledge of the Borrower, no claim or litigation regarding any of the foregoing is pending or threatened, which, either individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect. 
 5.12 Real Estate; Lease. (a) Except as could not reasonably be expected to have a
Material Adverse Effect, each of the Borrower and its Subsidiaries has (i) good and marketable fee title to all of its owned Real Property Assets and (ii) good and valid title to the leasehold estates in all of the leased Real Property
Assets, in each case free and clear of all Liens except Permitted Liens. 
 (b) Except as could not reasonably be expected to have a
Material Adverse Effect, all permits, licenses, franchises or other certifications, accreditations, consents, approvals and authorizations, governmental or private, with respect to the Real Property Assets, necessary to enable the Borrower and its
Subsidiaries to lawfully occupy and use such property for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect. Except as could not reasonably be expected to have a Material
Adverse Effect, all the Real Property Assets are in compliance in all material respects with all applicable legal requirements, including the Americans with Disabilities Act of 1990. 

(c) Except as could not reasonably be expected to have a Material Adverse Effect, all easements, cross easements, licenses, air rights and
rights-of way or other similar property interests, if any, necessary for the full utilization of the improvements for their intended purposes have been obtained and are in full force and effect. 

5.13 Environmental Matters. Except as disclosed on Schedule 5.13, 

(a) Except as could not reasonably be expected to have a Material Adverse Effect, (i) each of the facilities and properties owned, leased
or operated by any of the Borrower and its Subsidiaries (the “Subject Properties”), (ii) all operations at the Subject Properties are in compliance with all applicable Environmental Laws, (iii) there is no violation of any
Environmental Law by the Borrower or any of its Subsidiaries with respect to the Subject Properties or the businesses operated by them (the “Businesses”), and (iv) there are no conditions relating to the Businesses or Subject
Properties that could give rise to liability under any applicable Environmental Laws. 
 (b) None of the Borrower or any of its Subsidiaries
has received any written notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with
regard to any of the Subject Properties or the Businesses, other than those that have been resolved or those which could not reasonably be expected to have a Material Adverse Effect, nor does the Borrower or any of its Subsidiaries have knowledge
that any such notice will be received or is being threatened with respect to any matter the resolution of which could reasonably be expected to have a Material Adverse Effect. 

  
 86 








 (c) Hazardous Materials have not been transported or disposed of from the Subject Properties, or
generated, treated, stored or disposed of at, on or under any of the Subject Properties or any other location, in each case by or on behalf of any of the Borrower or its Subsidiaries in violation of, or in a manner that would be reasonably likely to
give rise to liability under, any applicable Environmental Law and which could reasonably be expected to have a Material Adverse Effect. 

5.14 Security Documents. (a) The Security Agreement is effective to create in favor of the Administrative Agent, for the ratable
benefit of the Secured Parties, a legal, valid and enforceable first priority security interest in the Collateral identified therein owned by each Loan Party who is a party thereto, and, based upon the financing statements listed on Schedule
5.14 hereto and previously filed with the filing offices indicated on such Schedule, constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral that may be
perfected by filing, recording or registering a financing statement under the UCC, in each case prior and superior in right to any other Lien on any Collateral other than Permitted Liens. 

(b) The Pledge Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal,
valid and enforceable security interest in the Pledged Equity Interests and Pledged Notes (each as defined in the Pledge Agreement) identified therein, and, when such Pledged Equity Interests which are certificated securities and such Pledged Notes
are delivered to the Administrative Agent (and so long as they continue to be properly held by the Administrative Agent), the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and
interest of the pledgors thereunder in such Pledged Equity Interests and Pledged Notes (each as defined in the Pledge Agreement), in each case subject to no other Lien. 

5.15 Insurance. Each of the Borrower and its Subsidiaries maintains, with financially sound and reputable insurance companies not
Affiliates of the Borrower or any of its Subsidiaries, insurance (including liability insurance and casualty insurance), with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged
in the same or similar businesses and owning similar properties in localities where the Borrower or any of its Subsidiaries operates, of such types and in such amounts, with such deductibles and covering such risks, as are customarily carried under
similar circumstances by such other Persons (or otherwise required in the Collateral Documents) or with self-insurance programs in the ordinary course of business that are customary for companies in similar businesses and of similar size;
provided, that, with respect to general liability or product liability insurance, self-insurance exposure does not exceed $10,000,000 in the aggregate for any fiscal year. All such policies are in full force and effect, all premiums
due and payable thereon have been paid, and no notice of cancellation or termination has been received with respect to any such policy which has not been replaced on substantially similar terms prior to the date of such cancellation or termination.
The activities and operations of the Borrower and its Subsidiaries have been conducted in a manner so as to conform in all material respects to all applicable provisions of such insurance policies. 

  
 87 








 5.16 Transactions with Affiliates. Except as set forth in Schedule 5.16 or
permitted by Section 7.09, none of the Borrower or any of its Subsidiaries is a party to or engaged in any transaction with, and none of the properties and assets of Borrower or any of its Subsidiaries will be subject to or bound by any
agreement or arrangement with, (a) any Subsidiary or Affiliate of Borrower or any of its Subsidiaries or (b) any Affiliate of such Subsidiary or Affiliate. 

5.17 Taxes. Each of the Borrower and its Subsidiaries has timely filed all Federal, state and other material tax returns and reports
required to be filed, and have timely paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, whether or not
shown on any tax return, except those which are being contested in good faith by appropriate actions or proceedings reasonably conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment
against the Borrower or any of its Subsidiaries that would, if made, have a Material Adverse Effect. As of the Closing Date, neither any Loan Party nor any Subsidiary thereof is a party to any tax sharing agreement. 

5.18 ERISA Compliance. (a) Except as could not reasonably be expected to have a Material Adverse Effect: (i) each Plan is in
compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws; (ii) each Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable
determination letter (or, to the extent that such Plan qualifies as a prototype or volume submitter plan, as classified by the Code, ERISA and applicable guidance promulgated thereunder, an advisory opinion letter) from the IRS to the effect that
the form of such Plan is qualified or acceptable under Section 401 of the Code, or an application for such a letter is currently being processed by the IRS with respect thereto, and, to the knowledge of the Borrower, nothing has occurred which
would prevent, or cause the loss of, such tax-qualified status; and (iii) each of the Borrower and its Subsidiaries and each of their respective ERISA Affiliates have made all required contributions to each Pension Plan subject to
Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Pension Plan. 

(b) There are no pending or, to the knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could
reasonably be expected to result in a Material Adverse Effect. 

  
 88 








 (c) Except as could not reasonably be expected to have a Material Adverse Effect: (i) no
ERISA Event has occurred, and neither the Borrower nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the
Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained;
(iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Borrower nor any ERISA Affiliate knows of any facts or
circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) neither the Borrower nor any ERISA Affiliate has incurred any
liability to the PBGC (other than for the payment of premiums due and not delinquent under Section 4007 of ERISA); (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or
Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute
proceedings under Title IV of ERISA to terminate any Pension Plan. 
 (d) Neither the Borrower or any ERISA Affiliate maintains or
contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan on the Closing Date, other than those listed on Schedule 5.18 hereto. 

5.19 Purpose of Loans and Letters of Credit. The proceeds of any Loans are to be used solely for reallocations of the existing
revolving credit loans under the Existing Credit Agreement, to pay fees and expenses incurred in connection with the transactions contemplated hereby, to finance transactions permitted by Section 7.04, to refinance the Convertible Notes
(2016) and other Indebtedness permitted by Section 7.03, to provide for working capital and for other general corporate purposes of the Borrower and its Subsidiaries. 

5.20 Margin Regulations; Investment Company Act. (a) (i) None of the Borrower or any of its Subsidiaries is engaged and will
engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock, and
(ii) no proceeds of any Loans or drawings under any Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock in violation of the provisions of
Regulation U issued by the FRB. 
 (b) None of the Borrower or any of its Subsidiaries is or is required to be registered as an
“investment company” under the Investment Company Act of 1940. Neither the making of the Loans, nor the issuance of the Letters of Credit or the application of the proceeds or repayment thereof by the Borrower, nor the consummation of
other transactions contemplated hereunder, will violate any provision of any such Act or any rule, regulation or order of the SEC. 

5.21 Disclosure. Each of the Borrower and its Subsidiaries has disclosed to the Administrative Agent and the Lenders all agreements,
instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, are material to the business of the Borrower and its Subsidiaries or could
reasonably be expected to result in a Material Adverse Effect. No written report, financial statement, certificate or other information furnished by or, to the knowledge of Borrower, on behalf of the Borrower or any of its Subsidiaries to the
Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement and the other Loan Documents or delivered hereunder or thereunder or under any other Loan Document (in each case, as
modified or supplemented by other information so furnished) contains any material misstatement of 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
materially misleading; provided that with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. 

  
 89 








 5.22 Compliance with Laws. Each of the Borrower and its Subsidiaries is in compliance in
all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is
being contested in good faith by appropriate actions or proceedings reasonably conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. 

5.23 Labor Matters. Except as would not reasonably be expected to have a Material Adverse Effect: 

(a) There are no strikes or lockouts against the Borrower or any of its Subsidiaries pending or, to the knowledge of the Borrower, threatened.

 (b) The hours worked by and payments made to employees of the Borrower and its Subsidiaries have not been in violation of the Fair Labor
Standards Act or any other applicable federal, state, local or foreign Law dealing with such matters in any case where a Material Adverse Effect would reasonably be expected to occur as a result of the violation thereof. 

(c) All payments due from the Borrower or any of its Subsidiaries, or for which any claim may be made against the Borrower or any of its
Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of the Borrower or such Subsidiary to the extent required by GAAP. 

(d) Except as set forth on Schedule 5.23 none of the Borrower or any of its Subsidiaries is a party to a collective bargaining
agreement. 
 Set forth on Schedule 5.23 is a summary of all material labor matters to the knowledge of the Borrower pending before
any Governmental Authority or threatened by or against the Borrower or any of its Subsidiaries, and none of such labor matters, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. 

5.24 Solvency. Immediately after giving effect to the initial Credit Extension made on the Closing Date and any other transactions
occurring on the Closing Date, (a) the fair value of the assets of the Borrower, individually, and the Loan Parties, taken as a whole, will exceed its or their respective debts and liabilities, subordinated, contingent or otherwise,
(b) the present fair saleable value of the property of the Borrower, individually, and of the Loan Parties, taken as a whole, will be greater than the amount that will be required to pay the probable liability of its or their respective debts
and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, and (c) neither the Borrower, individually, nor the Loan Parties, taken as a whole, will have unreasonably small
capital with which to conduct its or their respective business in which Borrower is or the Loan Parties are engaged as such business is now conducted and is proposed to be conducted following the Closing Date. For purposes of this
Section 5.24, the amount of any contingent liabilities of the Borrower, individually, and all the Loan Parties, taken as a whole (including liabilities in respect of litigation, guaranties and pension plans) shall be calculated as the
maximum reasonably anticipated liability in respect thereof as determined by such Loan Party in good faith, in light of all the facts and circumstances existing at the time. 

  
 90 








 5.25 [Intentionally Omitted]. 

5.26 Nature of Business. As of the Closing Date, the Borrower and its Subsidiaries, other than inactive Subsidiaries that are Excluded
Subsidiaries, are engaged in the business of developing, manufacturing and marketing medical devices, implants and biomaterials for use in surgery or other medical treatment, or activities related, ancillary or complementary thereto. 

5.27 OFAC. Neither the Borrower, nor any of its subsidiaries, nor, to the knowledge of the Borrower and its subsidiaries, any director,
officer, employee, agent, or affiliate thereof, is an individual or entity currently targeted by any material Sanctions, nor is the Borrower or any subsidiary located, organized or resident in a Designated Jurisdiction. 

5.28 Anti-Corruption Laws. No part of the proceeds of any Loan will be used for any payments to any government official or
employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United
States Foreign Corrupt Practices Act of 1977. 
 ARTICLE VI 

AFFIRMATIVE COVENANTS 
 So long as any
Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent indemnification obligations and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) hereunder shall remain
unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (other than Letters of Credit which have been Cash Collateralized), the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, 6.03
and 6.14) cause each Subsidiary to: 
 6.01 Financial Statements. Deliver to the Administrative Agent (for further distribution
to each Lender): 
 (a) as soon as available, but in any event within one hundred (100) days after the end of each fiscal year
thereafter of the Borrower and its Consolidated Subsidiaries (or, if earlier, the date that is five (5) days after the reporting date for such information required by the SEC), a consolidated (but not consolidating) balance sheet of the
Borrower and its Consolidated Subsidiaries as at the end of such fiscal year, and the respective related consolidated (but not consolidating) statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting
forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated balance sheet and statements to be audited and accompanied by (i) a report and
opinion of a Registered Public Accounting Firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and applicable Securities Laws and shall not be subject to any
“going concern” or like qualification or exception (except to the extent relating to impending debt maturities occurring within 12 months of such audit) or any qualification or exception as to the scope of such audit and (ii) if
required by applicable law, an attestation report of such Registered Public Accounting Firm as to the Borrower’s internal controls pursuant to Section 404 of Sarbanes-Oxley; and 

  
 91 








 (b) as soon as available, but in any event within fifty-five (55) days after the end of each
of the first three fiscal quarters of each fiscal year of the Borrower and its Consolidated Subsidiaries (or, if earlier, the date that is five (5) days after the reporting date for such information required by the SEC) commencing with the
fiscal quarter ending June 30, 2014, a consolidated (but not consolidating) balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such fiscal quarter, and the related consolidated (but not consolidating) statements of
income or operations for such fiscal quarter and the portion of such fiscal year then ended, as well as shareholders’ equity and cash flows for the portion of such fiscal year then ended, setting forth in comparative form the figures for the
corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, as the case may be, or in the case of the balance sheet, the end of the previous fiscal year, all in reasonable detail, such
consolidated balance sheet and statements to be certified by a Responsible Officer of the Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Consolidated
Subsidiaries on a consolidated (but not consolidating) basis in accordance with GAAP, subject only to normal year-end audit adjustments, formatting requirements, and the absence of footnotes. 

As to any information contained in materials furnished pursuant to Section 6.02(d), the Borrower shall not be separately required to furnish such
information under Section 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in Sections 6.01(a) and
(b) above at the times specified therein. 
 6.02 Certificates; Other Information. Deliver to the Administrative Agent
(for further distribution to each Lender), in form and detail reasonably satisfactory to the Administrative Agent (in consultation with the Lenders): 

(a) [intentionally omitted]; 

(b) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed
Compliance Certificate signed by a Responsible Officer of the Borrower. In connection with the delivery by the Borrower of each Compliance Certificate pursuant to this Section 6.02(b), the Borrower shall deliver to the Administrative
Agent supplements to Schedules 5.03, 5.08 and 5.23 and the supplements required by Section 4.14 of the Security Agreement and Section 4.1(b) of the Pledge Agreement, together with a statement of a
Responsible Officer executing the Compliance Certificate, certifying that, as of the date thereof, after giving effect to the supplements to such Schedules and such report delivered therewith, the representations and warranties in Article V
hereof are true and correct in all material respects, except those representations and warranties made as of a date certain which remain true and correct in all material respects as of such date; 

  
 92 








 (c) [intentionally omitted]. 

(d) promptly after the same are available to the public, (i) copies of management discussion and analysis in relationship to the
financial statements delivered pursuant to Sections 6.01(a) and 6.01(b), (ii) copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower or any of its
Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any of its Subsidiaries may file or be required to file with the SEC under Section 13 or 15(d) of the Securities
Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto, and (iii) upon the request of the Administrative Agent, all written reports and information concerning material matters to and from
the United States Environmental Protection Agency, or any state or local agency responsible for environmental matters, the United States Occupational Health and Safety Administration, or any state or local agency responsible for health and safety
matters, or any successor or other agencies or authorities concerning environmental, health or safety matters; 
 (e) within forty-five
(45) days following the end of each fiscal year of the Borrower, an annual consolidated business plan and forecasts and budget of the Borrower and its Subsidiaries containing, among other things, summary pro forma financial information for the
next fiscal year with respect to each fiscal quarter; 
 (f) [intentionally omitted]; and 

(g) promptly, such additional information regarding the business, financial or corporate affairs of the Borrower or any of its Subsidiaries,
or compliance with the terms of the Loan Documents, as the Administrative Agent may from time to time reasonably request. 
 Documents
required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; 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, the L/C Issuer and the Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent); provided that, (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent, the L/C Issuer or any Lender upon receipt by Borrower of a written request from the
Administrative Agent, the L/C Issuer or such Lender, and (ii) the Borrower shall notify the Administrative Agent, the L/C Issuer and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the
Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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. 

  
 93 








 The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available
to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks 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 (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean
that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuer
and the Lenders to treat the 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 the Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (iii) all Borrower Materials marked “PUBLIC” are
permitted to be made available through a portion of the Platform designated “Public Side Information;” and (iv) the Administrative Agent and the Arrangers 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 Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials
“PUBLIC”. 
 6.03 Notices. Promptly notify the Administrative Agent upon knowledge of an Executive Officer of any Loan
Party: 
 (a) of the occurrence of any Default; 

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) any dispute,
action, litigation, investigation, proceeding or suspension between the Borrower or any of its Subsidiaries and any Governmental Authority, or (ii) the commencement of, or any material development in, any action, litigation, investigation or
proceeding affecting the Borrower or any of its Subsidiaries, including pursuant to any applicable Environmental Laws; 
 (c) of the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; and 

(d) of any material change in accounting policies or financial reporting practices by any Loan Party that are not generally applicable to
other companies (other than certain updated schedules and other currently delivered information). 

  
 94 








 Each notice pursuant to this Section 6.03 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 6.03(a) shall
describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached. 
 6.04 Payment
of Obligations. Pay and discharge, as the same shall become due and payable, all its material obligations and liabilities, including (a) all Federal, state and other material tax liabilities, fees, assessments and governmental charges or
levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate actions or proceedings reasonably conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such
Subsidiary, (b) all lawful claims which, if unpaid, would by Law become a Lien (other than a Permitted Lien) upon its property, and (c) all Indebtedness (other than Indebtedness the non-payment of which would not result in an Event of
Default under Section 8.01(e)), as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness. 

6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain, in full force and effect its legal existence, legal
structure, legal name and good standing under the Laws of the jurisdiction of its incorporation or organization, except in a transaction permitted by Sections 7.04 or 7.05; (b) take all reasonable action to maintain all rights,
privileges, permits, licenses, approvals and franchises in each case which are necessary or desirable in the normal conduct of its business, except in a transaction permitted by Sections 7.04 and 7.05; (c) preserve or renew all of
its registered patents, trademarks, trade names and service marks; and (d) do all things necessary to maintain, renew, extend or continue in effect all Licenses which may at any time and from time to time be necessary for the Borrower or any of
its Subsidiaries to operate its business in compliance with all Laws, except, in each case of this Section 6.05 (other than clause (a) above), where the failure to do so, which individually or in the aggregate, would not reasonably
be expected to have a Material Adverse Effect. 
 6.06 Maintenance of Properties. (a) Maintain, preserve and protect all of its
material properties and equipment necessary in the operation of its business in good working order and condition except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect, ordinary wear and tear and
Casualty and Condemnation excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. 

6.07 Maintenance of Insurance; Certain Proceeds. Maintain with financially sound and reputable insurance companies, insurance
(including liability insurance and casualty insurance), with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar businesses and owning similar properties in
localities where such Borrower or such Subsidiary operates, of such types and in such amounts, with such deductibles and covering such risks, as are customarily carried under similar circumstances by such other Persons (or otherwise required in the
Collateral Documents) or with self-insurance programs in the ordinary course of business that are customary for companies in similar businesses and of similar size; provided, that, with respect to general liability or product liability
insurance, self-insurance exposure will not exceed $10,000,000 in the aggregate in any fiscal year. The Administrative Agent shall be an additional insured or loss payee (loss payee status only applying to first party losses greater than
$10,000,000) with respect to any such insurance providing coverage in respect of any Collateral, and the Borrower or the insurance company will give the Administrative Agent thirty (30) days (or ten (10) days in the case of non-payment of
premiums) prior written notice before any such policy or policies shall be materially altered or canceled. 

  
 95 








 6.08 Compliance with Laws. Comply in all material respects with the requirements of all
Laws (other than Environmental Laws) and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being
contested in good faith by appropriate actions or proceedings reasonably conducted or (b) the failure to comply therewith could not be reasonably expected to have a Material Adverse Effect. 

6.09 Books and Records. (a) Maintain proper books of record and account, in which full, true and correct entries in conformity
with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower and its Subsidiaries, as the case may be; and (b) maintain such books of record and account in material
conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower and its Subsidiaries. 

6.10 Inspection Rights. No more than once per year, permit representatives and independent contractors of the Administrative Agent to
visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent
public accountants, all at the expense of Administrative Agent and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that
when an Event of Default exists the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice;
provided, further, that notwithstanding anything to the contrary herein, neither the Borrower nor any Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or excerpts from, or any
discussion of, any document, information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent (or any Lender (or its
respective representatives or contractors)) is prohibited by applicable law, (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product or (iv) with respect to which any Loan Party owes
confidentiality obligations (to the extent not created in contemplation of such Loan Party’s Obligations under this Section 6.10) to any third party. Administrative Agent and such representatives and contractors shall comply with
any safety or confidentiality rules adopted by Borrower. 

  
 96 








 6.11 Further Assurances with Respect to Additional Loan Parties. (a) (i) Notify
the Administrative Agent at the time that any Person becomes a direct or indirect Subsidiary of a Loan Party, (ii) promptly thereafter (and in any event within sixty (60) days), cause such Person, unless such Person is an Excluded
Subsidiary, to execute and deliver a Joinder Agreement and such other documents as the Administrative Agent shall deem necessary for such purpose, (iii) promptly thereafter (and in any event within sixty (60) days), unless such Person is
an Excluded Subsidiary, pledge and maintain a pledge of one hundred percent (100%) of the Equity Interests of such Subsidiary (subject to no Liens), and (iv) promptly thereafter (and in any event within sixty (60) days), unless such
Person is an Excluded Subsidiary, deliver, and cause such Person to deliver, to the Administrative Agent documents of the types referred to in clauses (iii), (iv), (vi), (viii), (ix), (x), (xi),
(xii), and (xiii) of Section 4.01(a) and favorable opinions of counsel to the Borrower and such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the
documentation referred to in subsection (a) of Section 4.01), all in form, content and scope reasonably satisfactory to the Administrative Agent. It is understood and agreed that Property acquired (x) in a Permitted Acquisition
that secures Indebtedness permitted pursuant to Section 7.03(g)(x) or (y) with purchase money Indebtedness permitted pursuant to Section 7.03(g)(y) (collectively, “Liened Property”), that is of the same
type as the Collateral securing the Obligations, is not required to be Collateral for the Obligations until the date that is thirty (30) days following the date the Indebtedness that the Liened Property secures is repaid, refinanced or
otherwise replaced. Any UCC financing statements required to be delivered pursuant to Section 4.01(a)(xii) shall not cover any Liened Property until required by the terms of this Section 6.11 and Section 6.12. 

(b) If at the time of delivery of a Compliance Certificate in accordance with Section 6.02(b) the Consolidated EBITDA for the four
consecutive fiscal quarters then ended of all Excluded Subsidiaries that are Domestic Subsidiaries exceeds five percent (5.0%) of the Consolidated EBITDA for such period of the Borrower and its Domestic Subsidiaries, the Borrower shall deliver
notice to the Administrative Agent within five (5) Business Days of such date designating one or more Domestic Subsidiaries that will be removed as Excluded Subsidiaries so that the Consolidated EBITDA of all remaining Excluded Subsidiaries
that are Domestic Subsidiaries does not exceed five percent (5.0%) of the Consolidated EBITDA for such period of the Borrower and its Domestic Subsidiaries. In addition, Borrower, at its option at any time from time to time, may deliver notice
to the Administrative Agent that it is designating a Domestic Subsidiary as an Excluded Subsidiary or discontinuing the designation of a Domestic Subsidiary as an Excluded Subsidiary so long as, after giving effect to such designations or
discontinuation of designations, the Consolidated EBITDA for the consecutive four quarter period most recently ended of all Excluded Subsidiaries that are Domestic Subsidiaries does not exceed five percent (5.0%) of the Consolidated EBITDA for
such period of the Borrower and its Domestic Subsidiaries, calculated on a Pro Forma Basis as of such date. The removal of the designation of any Domestic Subsidiary as an Excluded Subsidiary at any time in accordance herewith (and, to the extent
such removal of designation must be effective to permit the designation of another Domestic Subsidiary as an Excluded Subsidiary in accordance herewith, such designation) only shall become effective on the date that the Borrower has complied with
Section 6.11(a) with respect to such Domestic Subsidiary. For the avoidance of doubt, designation of a Domestic Subsidiary as an Excluded Subsidiary in accordance herewith may be used to effect a cure of any Default or Event of Default
arising solely with respect to such Domestic Subsidiary (so long as the event giving rise to such Default or Event of Default would not constitute, and the designation of such Domestic Subsidiary as an Excluded Subsidiary would not otherwise give
rise to, a Default or Event of Default with respect to Excluded Subsidiaries). 

  
 97 








 6.12 Further Assurances with Respect to Additional Collateral. Execute, any and all
further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any applicable Law, or which the
Administrative Agent or the Required Lenders may reasonably request, to comply with the terms of this Agreement and the other Loan Documents, including causing, to the fullest extent permitted by Law, (i) the Collateral to be subject to a first
priority security interest in favor of the Administrative Agent (subject to the Permitted Liens) and (ii) the pledge of the Equity Interests of the Borrower and its Subsidiaries which is subject to a pledge pursuant to the Pledge Agreement, in each
case to secure all the Obligations, all at the expense of the Borrower. The Borrower also agrees to provide to the Administrative Agent, from time to time upon the Administrative Agent’s reasonable request, evidence reasonably satisfactory to
the Administrative Agent as to the validity, perfection and priority of the Liens created or intended to be created by the Loan Documents. It is understood and agreed that Liened Property that is of the same type as the Collateral securing the
Obligations is not required to be Collateral for the Obligations until the date that is thirty (30) days following the date the Indebtedness that the Liened Property secures is repaid, refinanced or otherwise replaced. 

6.13 [Intentionally Omitted]. 

6.14 Use of Proceeds. Use the proceeds of the Loans solely for the purposes set forth in Section 5.19. 

6.15 Environmental. (a) Upon the reasonable written request of the Administrative Agent following the occurrence of any event or
the discovery of any condition that the Administrative Agent or the Required Lenders reasonably believe has caused (or could be reasonably expected to cause) the representations and warranties set forth in Section 5.13 to be untrue in any material
respect, furnish or cause to be furnished to the Administrative Agent, at the Borrower’s expense, a report of an environmental assessment of reasonable scope, form and depth, (including, where required by applicable Laws, invasive soil or
groundwater sampling) by a consultant reasonably acceptable to the Administrative Agent as to the nature and extent of the presence of Hazardous Materials on the applicable Subject Property and as to the compliance by the Borrower and its
Subsidiaries with Environmental Laws at such Subject Property; provided that if Borrower is in the process of working with a Governmental Authority to address such event or condition, Borrower shall provide Administrative Agent with copies of all
assessments, reports and other materials being provided to such Governmental Authority in lieu of the environmental assessments required above. 

(b) Conduct and complete all investigations, studies, sampling, and testing and all remedial, removal, and other actions necessary to address
all Hazardous Materials on, from or affecting any of the Subject Properties to the extent necessary to be in compliance with all Environmental Laws and with the validly issued orders and directives of all Governmental Authorities with jurisdiction
over such Subject Properties to the extent any failure could have a Material Adverse Effect. 
 6.16 Post-Closing Covenant.
(a) Within fifteen (15) Business Days of the Closing Date (or such later date as agreed by Administrative Agent in its sole discretion), cause Borrower’s subsidiary IsoTis, Inc. to become a Subsidiary Guarantor pursuant to the terms of Section
6.11 hereof and (b) within thirty (30) days of the Closing Date (or such later date as agreed by Administrative Agent in its sole discretion), provide to Administrative Agent an updated Item C to Schedule I of the Security Agreement, in form and
substance reasonably satisfactory to the Administrative Agent. 

  
 98 








 ARTICLE VII 

NEGATIVE COVENANTS 
 So
long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent indemnification obligations and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) hereunder
shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (other than Letters of Credit which have been Cash Collateralized), the Borrower shall not, directly or indirectly, nor shall it permit any Subsidiary to, directly
or indirectly: 
 7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether
now owned or hereafter acquired, other than the following (with such Liens described below being referred to herein as “Permitted Liens”): 

(a) Liens pursuant to any Loan Document; 

(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof; provided that
(i) the property covered thereby is not broadened, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension
of the obligations secured or benefited thereby is permitted by Section 7.03(k); 
 (c) Liens for taxes, fees, assessments or
other governmental charges that (i) do not exceed, $20,000,000 in the aggregate at any time or (ii) are not yet due or which are not delinquent or remain payable without penalty, or to the extent non-payment thereof is permitted by
Section 6.04; provided, that, no notice of lien has been filed or recorded under the Code or other applicable Law; 

(d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s or other like Liens arising in
the ordinary course of business that are not delinquent or which are being contested in good faith and by appropriate actions or proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto and
for which adequate reserves with respect thereto are maintained on the books of the applicable person in accordance with GAAP; 
 (e)
pledges or deposits made by the Borrower or any of its Subsidiaries in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

 (f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness, excluding balancing payments),
commercial letters of credit, letters of credit for the account of a Foreign Subsidiary (where the amount of such deposits do not exceed, when added to the amount of all Guarantees issued and outstanding at such time pursuant to
Section 7.03(c)(i)(B), $20,000,000), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; 

  
 99 








 (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property
of the Borrower or any of its Subsidiaries which do not materially interfere with the ordinary conduct of the business of the applicable Person; 

(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h); 

(i) Liens securing Indebtedness permitted under Section 7.03(d), Section 7.03(g) and Section 7.03(l); 

(j) Liens arising from precautionary UCC financing statement filings with respect to operating leases entered into by the Borrower or any of
its Subsidiaries in the ordinary course of business; 
 (k) customary rights of lien and setoff with respect to deposits with banks or other
depository institutions and with respect to securities and cash held by brokers and dealers; 
 (l) Liens in favor of customs and revenue
authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; 

(m) landlords’ liens on fixtures located on premises leased by the Borrower or a Subsidiary in the ordinary course of business; 

(n) Liens arising from any conditional sale or other title retention agreement arising in the ordinary course of business; 

(o) Liens solely on any cash earnest money deposits made by the Borrower or any Subsidiary in connection with any letter of intent or purchase
agreement in respect of any Investment by the Borrower or any Subsidiary permitted hereunder; 
 (p) any interest or title of a lessor or
secured by a lessor’s interest under any lease; 
 (q) pledges or deposits made by the Borrower or any of its Subsidiaries in the
ordinary course of business to secure financing of insurance premiums; and 
 (r) other Liens securing Indebtedness in an aggregate
principal amount at any time outstanding not to exceed $25,000,000. 
 7.02 Investments. Make or hold any Investments in any Person,
except: 
 (a) Investments held in the form of cash or Cash Equivalents; 

(b) Investments made prior to the Closing Date set forth in Schedule 7.02 and any renewals or extensions thereof; 

  
 100 








 (c) Advances to directors, officers, employees and consultants of the Borrower or any other
Subsidiary for payroll, travel and to cover similar matters, each of which is expected at the time of such advance to be treated as an expense for accounting purposes and that are made in the ordinary course of business and loans to directors,
officers, employees and consultants of the Borrower or any Subsidiary Guarantor in the ordinary course of business as presently conducted, such advances and loans in an aggregate principal amount not to exceed $2,000,000 in the aggregate at any one
time outstanding; provided, however that any such advances or loans to directors or executive officers shall only be permitted to the extent allowable under Sarbanes-Oxley; 

(d) Investments by any Loan Party in and to the Borrower or any other Loan Party in the form of contributions to capital or loans or advances;
provided that (i) immediately before and after giving effect thereto, no Event of Default exists or would result therefrom, (ii) each such item of intercompany Indebtedness shall be unsecured and (iii) each such item of
intercompany Indebtedness owed to the Borrower from another Loan Party shall be evidenced by an Intercompany Note which shall be pledged as security for the Obligations of the holder thereof under the Loan Documents and delivered to the
Administrative Agent pursuant to the terms of the Collateral Documents; 
 (e) Investments by any Excluded Subsidiary in and to the Borrower
or any other Subsidiary of the Borrower; 
 (f) Other than Investments permitted pursuant to clause (g) below, Investments by any Loan
Party in and to Excluded Subsidiaries of up to $20,000,000 in the aggregate in each fiscal year; provided, that, within any fiscal year if any portion of an Investment made pursuant to this clause (f) is repaid to a Loan Party,
then such repaid amount may be reinvested under this clause (f) during such fiscal year as long as the amount of Investments in all Excluded Subsidiaries in such fiscal year does not exceed $20,000,000 in the aggregate; 

(g) Investments that constitute Permitted Acquisitions (including Investments in Foreign Subsidiaries for the purpose of effecting a Permitted
Acquisition) and Investments in Minority Equity Interests; 
 (h) Investments in Swap Contracts permitted under Section 7.03(d);

 (i) Guarantees permitted by Section 7.03; 

(j) Investments made as a result of the receipt of non-cash consideration from a Disposition that was made pursuant to and in compliance with
this Agreement; provided, however, that at no time shall Investments of this type exceed $20,000,000 in the aggregate (it being understood that earn-outs negotiated in the ordinary course of business as part of a Disposition shall not
be considered “non-cash consideration” for purposes of this Section 7.02(j)); 
 (k) Extensions of credit to customers
in the ordinary course of business; 

  
 101 








 (l) Investments made out of the proceeds of an issuance of Qualified Equity Interests of the
Borrower substantially concurrent with such issuance; provided, that, (A) the Property acquired (or the Property of the Person acquired) in such transaction shall be used or useful in the same or similar line of business as the
Loan Parties on the Closing Date, including activities ancillary, related or complementary thereto, (B) after giving effect to such transaction on a Pro Forma Basis, the total equity and debt investments of the Borrower and its Domestic
Subsidiaries in the Foreign Subsidiaries does not exceed fifty percent (50%) of the aggregate book value of the total assets of the Borrower and its Domestic Subsidiaries, all as determined in accordance with GAAP, (C) in the case of an
Acquisition of the Equity Interests of another Person, (i) the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition and (ii) with respect to any Acquisition in excess of
$50,000,000, the Borrower shall have delivered to the Administrative Agent, a Compliance Certificate signed by a Responsible Officer of the Borrower demonstrating compliance with Section 7.17 after giving effect to the transaction on a
Pro Forma Basis, and reaffirming that the representations are true and correct in all material respects as of the date of the purchase agreement executed in connection with such Acquisition, (D) at the time of the execution and delivery of the
purchase agreement related to such Acquisition, no Event of Default has occurred and is continuing or would result therefrom, and after giving effect to such Acquisition, no Event of Default under Section 8.01(f) or (g)(i) has
occurred and is continuing or would result therefrom; (E) the Borrower and its Consolidated Subsidiaries shall be in compliance on a Pro Forma Basis with Section 7.17 after giving effect to such transaction, (F) the transaction
shall not involve the acquisition of an interest in a general partnership or joint venture or have a requirement that any Loan Party be a general or joint venture partner other than in compliance with Section 7.16, and (G) the Loan
Parties shall, and shall cause the party that is the subject of the transaction to, execute and deliver such joinder and pledge agreements, security agreements and intercompany notes and take such other actions as may be necessary for compliance
with the provisions of Sections 6.11 and 6.12; 
 (m) Investments of a nature not contemplated in the foregoing
subsections in an amount not to exceed $25,000,000 per annum; 
 (n) Investments made by Excluded Subsidiaries; 

(o) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade
credit in the ordinary course of business, and Investments (including equity interests) received (i) in connection with the bankruptcy workout, recapitalization or reorganization of suppliers and customers or in settlement of delinquent
obligations of, or other disputes with or judgments against, customers and suppliers arising in the ordinary course of business, (ii) upon the foreclosure with respect to any secured Investment, (iii) as a result of the settlement,
compromise or resolution of litigation, arbitration or other disputes or (iv) in settlement of debts created in the ordinary course of business; 

(p) Investments in the form of milestone or other upfront payments made in the ordinary course in connection with the right to receive royalty
or other recurring payments; 

  
 102 








 (q) Investments made in the ordinary course of business into suppliers or customers of the
Borrower or any Subsidiary; and 
 (r) Permitted Bond Hedge Transactions that constitute Investments. 

7.03 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: 

(a) Indebtedness under the Loan Documents; 

(b) Indebtedness listed on Schedule 7.03 that is outstanding on the Closing Date; 

(c) Guarantees of the Borrower or any of its Subsidiaries in respect of Indebtedness of the Borrower or any of its Subsidiaries otherwise
permitted hereunder; provided that (i) Loan Parties may (A) issue Guarantees under this clause only in respect of Indebtedness of other Loan Parties and (B) issue Guarantees of Indebtedness of Excluded Subsidiaries that does
not exceed, when added to the amount of all deposits to secure letters of credit for the account of a Foreign Subsidiary under Section 7.01(f), $25,000,000 in the aggregate at any time outstanding, and (ii) Excluded Subsidiaries may
issue Guarantees of Indebtedness of other Subsidiaries so long as such Indebtedness is permitted hereunder; 
 (d) obligations (contingent
or otherwise) existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person for the purpose of directly mitigating risks associated with liabilities, commitments, investments,
assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view,” and (ii) such Swap Contract does not
contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; 

(e) intercompany Indebtedness constituting an Investment that is permitted under Sections 7.02 (b), (d), (e), (f), (g), (l) or
(m); 
 (f) unsecured Indebtedness of any Loan Party; provided that (i) after giving effect to such Indebtedness, the
Consolidated Total Leverage Ratio calculated on a Pro Forma Basis shall be less than or equal to the then current maximum ratio set forth in Section 7.17(a) minus 0.25, (ii) the scheduled maturity date of such Indebtedness is no
earlier than three (3) months after the Maturity Date and such Indebtedness does not contain any provisions providing for a holder put right or mandatory repurchase obligation of any Loan Party prior to such date (other than customary asset
sale and change of control repurchase obligations), (iii) the financial covenants and other negative covenants in the definitive documentation for such Indebtedness shall be no more restrictive than the financial and other negative covenants
set forth herein in the reasonable determination of the Borrower, (iv) the other terms and conditions of the definitive documentation for such Indebtedness, taken as a whole, shall be customary for definitive documentation of Indebtedness of
similarly situated issuers of similar forms of Indebtedness at such time in the reasonable determination of the Borrower, and (v) no Default has occurred and is continuing or could reasonably be expected to result therefrom; 

  
 103 








 (g) so long as (i) no Event of Default has occurred and is continuing or would result
therefrom and (ii) the Borrower and its Consolidated Subsidiaries shall be in compliance on a Pro Forma Basis with Section 7.17 after giving effect to such transaction, secured Indebtedness in an aggregate principal amount not to
exceed $75,000,000 at any time outstanding; provided that such Indebtedness is not contractually senior in right of payment to the payment of the Indebtedness arising under this Agreement and the Loan Documents and either (x) was assumed
or existed in connection with a Permitted Acquisition and the Liens securing such Indebtedness do not at any time encumber any Property other than the Property acquired in such Permitted Acquisition, or (y) is purchase money Indebtedness
(including Capitalized Leases or Off-Balance Sheet Obligations) so long as (i) such Indebtedness is created and any Lien attaches to such Property concurrently with or within forty-five (45) days of the acquisition thereof, and
(ii) such Lien does not at any time encumber any Property other than the Property financed by such Indebtedness; 
 (h) so long as
(i) no Event of Default has occurred and is continuing or would result therefrom and (ii) the Borrower and its Consolidated Subsidiaries shall be in compliance on a Pro Forma Basis with Section 7.17 after giving effect to such
transaction, unsecured Indebtedness (including reimbursement obligations under letters of credit and obligations in respect of performance bonds and completion guarantees) of the Loan Parties in an aggregate principal amount not to exceed
$75,000,000 at any time outstanding; provided, that such Indebtedness is not contractually senior in right of payment to the payment of the Indebtedness arising under this Agreement and the Loan Documents; 

(i) Indebtedness arising from any agreement entered into by the Borrower or any Subsidiary providing for customary indemnification, purchase
price adjustment, contingent consideration or similar obligations, in each case, incurred or assumed in connection with an Acquisition or Disposition permitted hereunder; 

(j) securities issued in a Convertible Note Exchange; 

(k) Indebtedness representing a refinancing, refunding, renewal or extension of Indebtedness (x) permitted by clause (b), (f) or
(j) above or clause (l) below; provided, that (i) the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension (except in an amount not to exceed all fees, costs
and other expenses incurred in connection with such refinancing, refunding, renewal or extension), (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms
taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or
the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness shall be
consistent with market conditions at the time such refinancing, refunding, renewal or extension is consummated, (iii) with respect to the Convertible Notes (2016) and any debt incurred pursuant to Section 7.03(f) or (j),
the maturity date is no earlier than three (3) months after the Maturity Date, and (iv) with respect to any Indebtedness incurred pursuant to Section 7.03(f) above as long as the conditions to the incurrence thereof as set
forth in clause (f) remain true and correct at the time of and after giving effect to such refinancing, renewal or extension, and (y) permitted by clause (h) above, as long as the conditions to the incurrence thereof remain true and
correct at the time of and after giving effect to such refinancing, renewal or extensions; 

  
 104 








 (l) Indebtedness of Excluded Subsidiaries in an aggregate principal amount not to exceed
$50,000,000 at any time outstanding; 
 (m) obligations (including in respect of letters of credit, bank guarantees, bankers’
acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business) in respect of bids, tenders, trade contracts, governmental contracts and leases, construction contracts, statutory obligations, surety,
stay, customs, bid, and appeal bonds, performance and return of money bonds, performance and completion guarantees, agreements with utilities and other obligations of a like nature (including those to secure health, safety and environmental
obligations), in each case in the ordinary course of business and either (i) consistent with past practices or (ii) reasonably necessary for the operation of the business of the Borrower and its Subsidiaries; 

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

(o) customary Indebtedness under or in respect of Cash Management Services Agreements entered into in the ordinary course of business: 

(p) Indebtedness representing deferred compensation, severance, pension and health and welfare retirement benefits or the equivalent to
current or former officers, directors, managers, employees, members of management and consultants of the Borrower and the Subsidiaries incurred in the ordinary course of business; 

(q) Indebtedness arising in connection with judgments against Borrower or its Subsidiaries to the extent such judgment is not an Event of
Default hereunder; provided however, such Indebtedness under this clause (q) shall not exceed the Threshold Amount; and 

(r) Permitted Warrant Transactions that constitute Indebtedness. 

7.04 Fundamental Changes and Acquisitions.  

(a) Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of
transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as (x) no Default or Event of Default has occurred and is continuing or would result therefrom
(except that in the case of a Permitted Acquisition, no Default or Event of Default has occurred and is continuing as of the date the applicable purchase agreement became effective, and as of the date of the consummation of such Permitted
Acquisition no Event of Default under Section 8.01(a), (f) or (g)(i) shall have occurred and be continuing or would result therefrom), and (y) the Borrower and its Consolidated Subsidiaries shall be in compliance with
Section 7.17 after giving effect to such transaction on a Pro Forma Basis: 
 (i) the Borrower may merge or
consolidate with any of its Wholly-Owned Subsidiaries; provided that (A) the Borrower shall be the continuing or surviving Person, and (B) the Loan Parties shall cause to be delivered such documents, instruments and certificates as
to cause the Loan Parties to be in compliance with the terms of Sections 6.11 and 6.12; 

  
 105 








 (ii) any Wholly-Owned Subsidiary of the Borrower may be party to a transaction of
merger or consolidation with a Wholly-Owned Subsidiary of the Borrower; provided that (A) if one of such Subsidiaries is a Loan Party, such Loan Party shall be the continuing or surviving Person, and (B) the Loan Parties shall cause
to be delivered such documents, instruments and certificates as to cause the Loan Parties to be in compliance with the terms of Sections 6.11 and 6.12; 

(iii) a Subsidiary may be a party to a transaction of merger or consolidation with a Person other than the Borrower or any
Subsidiary of the Borrower; provided that (A) the surviving entity shall be such Subsidiary of the Borrower, and (B) the transaction shall otherwise constitute a Permitted Acquisition; 

(iv) the Borrower may be a party to a transaction of merger or consolidation with a Person other than a Subsidiary of the
Borrower in order to effect an Acquisition; provided, that, (A) the surviving entity shall be the Borrower and (B) such Acquisition shall otherwise comply with clauses (a), (b), (c), (d), (e), (f), (g) and (h)(1) of the
definition of “Permitted Acquisition”. 
 (v) a Subsidiary may enter into a Disposition permitted under Sections
7.05(d), (e), (f) and (k); 
 (vi) the Borrower may enter into a Disposition permitted under
Sections 7.05(d), (e), (f) and (k); 
 (vii) an Excluded Subsidiary may be voluntarily
dissolved or liquidated into any other Subsidiary; 
 (viii) any domestic Excluded Subsidiary may merge or consolidate into
any other domestic Excluded Subsidiary; 
 (ix) any Foreign Subsidiary may merge or consolidate into any other Foreign
Subsidiary; and 
 (x) any Subsidiary of the Borrower may transfer a Foreign Subsidiary to any other Subsidiary of the
Borrower. 
 (b) Make or permit any Subsidiary to make any Acquisition other than (i) a Permitted Acquisition, (ii) an Acquisition
permitted by Section 7.04(a), (iii) an Investment permitted by Section 7.02(l) or (m) that constitutes an Acquisition or (iv) the acquisition of intellectual property in the ordinary course of business
that constitutes an Acquisition. 

  
 106 








 7.05 Dispositions. Make any Disposition (other than any Casualty or Condemnation) or enter
into any agreement to make any Disposition, except: 
 (a) Dispositions of surplus, obsolete, used or worn out property, whether now owned or
hereafter acquired, that, in the reasonable judgment of the Borrower, is no longer useful in its business (or in the business of any of its Subsidiaries) or is otherwise economically impracticable to maintain; 

(b) Dispositions of inventory or equipment in the ordinary course of business; 

(c) Dispositions of real property in the ordinary course of business to the extent that (i) such property is exchanged for credit against
the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably applied to the purchase price of similar replacement property within 180 days of such Disposition; 

(d) Dispositions of property (i) by the Borrower or a Subsidiary of the Borrower to the Borrower or a Subsidiary Guarantor and
(ii) by an Excluded Subsidiary to the Borrower or another Subsidiary; 
 (e) Dispositions that constitute Investments permitted by
Section 7.02 or Restricted Payments permitted by Section 7.06 and Dispositions made in connection with transactions permitted by Section 7.04; 

(f) other Dispositions (including charitable donations) as long as the aggregate proceeds of all such Dispositions made pursuant to this
clause (f) by the Borrower and its Subsidiaries during the term of this Agreement does not exceed, in the aggregate, an amount equal to fifteen percent (15%) of the aggregate book value of all tangible assets of the Borrower and its
Subsidiaries as of the date of such Disposition; 
 (g) licensing (including sublicensing) of intellectual property in the ordinary course
of business, 
 (h) the lease or sublease of real property in the ordinary course of business; 

(i) exchanges of Cash Equivalents for other Cash Equivalents; 

(j) assignments of contract rights in the ordinary course of business; 

(k) Dispositions of Minority Equity Interests; 

(l) the settlement or early termination of any Permitted Bond Hedge Transaction and/or any Permitted Warrant Transaction in accordance with
its terms; and 
 (m) the write-off, discount, sale or Disposal of defaulted or past due receivables and similar obligations in the ordinary
course of business and not as part of an accounts receivable financing transaction; 

  
 107 








 provided, that, any Disposition pursuant to subsection (f) shall be for fair market value
(other than charitable donations made pursuant thereto). 
 7.06 Restricted Payments. Declare or make any Restricted Payment or
Voluntary Convertible Note Repurchase, except that: 
 (a) the Borrower or any of its Subsidiaries may declare and pay dividends and
distributions payable solely in Qualified Equity Interests of the Borrower or such Subsidiary; 
 (b) any Subsidiary of the Borrower may
declare and pay dividends to the Borrower or any Subsidiary of the Borrower; 
 (c) the Borrower may make payments to employees in the
ordinary course of business related to equity-based compensation issued to employees in accordance with GAAP; 
 (d) so long as no Event of
Default shall have occurred and be continuing at the time thereof or would result therefrom, and so long as immediately before and after giving effect to any of the following the Loan Parties shall be in compliance with Section 7.17, the
Borrower may at any time, and from time to time after the Closing Date, make Restricted Payments or Voluntary Convertible Note Repurchases (i) in an aggregate amount not to exceed $125,000,000 in any fiscal year if, after giving effect thereto
as of the date of such Restricted Payment or Voluntary Convertible Note Repurchase, the Borrower’s Consolidated Total Leverage Ratio is greater than or equal to 2.50 to 1.00, or (ii) in an aggregate amount not to exceed $250,000,000 in any
fiscal year if, after giving effect thereto as of the date of such Restricted Payment or Voluntary Convertible Note Repurchase, the Borrower’s Consolidated Total Leverage Ratio is less than 2.50 to 1.00; provided, that, it is
understood that the Borrower may make Restricted Payments in the form of (1) the repurchase, redemption or retirement of any outstanding Equity Interest of the Borrower with the proceeds of subordinated indebtedness, the issuance of which is
permitted pursuant to Section 7.03(f), (h) and (k), (2) the withholding, repurchase, redemption or retirement of any restricted Qualified Equity Interests issued to employees, directors and consultants of the Loan
Parties, pursuant to the Borrower’s equity incentive plans approved by the Borrower’s Board of Directors and withheld by the Borrower to satisfy tax obligations of such employees, directors and/or consultants at the time such tax
obligation arises or otherwise at the time the forfeiture and transferability restrictions cease, and (3) a purchase of Permitted Bond Hedge Transactions as provided in subclause (i) below, and in the case of each of clauses (1), (2), and
(3) above, without regard to, and without decreasing the availability of, the baskets set forth in subclauses (i) and (ii) above; 

(e) the Borrower may issue or sell (x) Qualified Equity Interests so long as such issuance or sale does not result in a Change of Control
and (y) so long as immediately before and after giving effect to any of the following the Loan Parties shall be in compliance with Section 7.17, other Equity Interests to the extent permitted by Section 7.03(f),
(h), (k), (l) or (m); 
 (f) the Borrower and its Subsidiaries may issue Qualified Equity Interests in
connection with a transaction permitted by Section 7.04 or 7.05; and 

  
 108 








 (g) so long as immediately before and after giving effect to any of the following the Loan
Parties shall be in compliance with Section 7.17, the Borrower may repurchase or refinance (x) its outstanding Equity Interests out of the proceeds of a substantially concurrent issue of, or an exchange for, Qualified Equity
Interests and (y) Equity Interests or Indebtedness issued pursuant to Section 7.03(f), (h), (k) or (l) with the proceeds of the issuance of Qualified Equity Interests or other Indebtedness permitted by
Section 7.03; 
 (h) so long as immediately before and after giving effect to any of the following the Loan Parties shall be in
compliance with Section 7.17, the Borrower may repurchase or refinance Equity Interests that evidence Indebtedness issued pursuant to Section 7.03(f), (h) or (k); 

(i) the Borrower may purchase Permitted Bond Hedge Transactions and enter into any related Permitted Warrant Transactions in connection with
the issuance of Convertible Indebtedness permitted hereunder and make any payments and/or issue common stock in connection with the settlement or early termination of any such Permitted Bond Hedge Transactions or Permitted Warrant Transactions in
accordance with its terms, provided that if such settlement or early termination is elected in the discretion of the Borrower, immediately before and after giving effect to any of the foregoing the Loan Parties shall be in compliance with
Section 7.17; 
 (j) the Borrower may issue common stock upon conversion of any Convertible Indebtedness; 

(k) the Borrower or any Subsidiary may make cash payments in lieu of issuing fractional shares in connection with any exercise of stock
options or warrants otherwise permitted hereunder; 
 (l) the Subsidiaries may make Restricted Payments to any direct or indirect parent
thereof the proceeds of which are used solely to purchase, repurchase, retire, redeem or otherwise acquire the Equity Interests of such direct or indirect parent or of the Borrower (including related stock appreciation rights or similar securities)
held by any future, present or former employee, director, officer, manager or consultant or the Borrower any of its Subsidiaries or any of its direct or indirect parent companies pursuant to any management equity plan or stock option plan or any
other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement; and 
 (m) solely in connection
with the issuance of any Convertible Indebtedness permitted hereunder, the Borrower may make Restricted Payments in the form of repurchases of common Equity Interests of the Borrower in an aggregate amount not to exceed $100,000,000. 

7.07 Amendment, Etc. of Indebtedness; Other Constitutive Documents and Payments in respect of Indebtedness. 

(a) After the issuance thereof, amend or modify (or permit the amendment or modification of (including any waivers of)), the terms of the
Convertible Notes (2016) or any subordinated Indebtedness (including any Indebtedness issued pursuant to the terms of Section 7.03(f)) in a manner adverse to the interests of the Lenders (including, without limitation, specifically
shortening any maturity or average life to maturity or requiring any payment sooner than previously scheduled or increasing the interest rate or fees applicable thereto or granting collateral as security therefor); provided, however,
the Convertible Notes (2016) may be amended to permit the Convertible Note Exchange. 

  
 109 








 (b) [intentionally omitted]. 

(c) Amend its Organization Documents, unless, in each case, any such amendment is not adverse in any material respect to the Lenders. 

(d) Make any payment in contravention of the terms of any subordination with respect to any Indebtedness. 

(e) Make any prepayment, redemption, defeasance or acquisition for value (including, without limitation, by way of depositing money or
securities with the trustee with respect thereto before due for the purpose of paying when due), or refund, refinance or exchange of any Indebtedness permitted under Sections 7.03(b) and 7.03(j) (including any Indebtedness incurred in
connection with a refinancing thereof pursuant to Section 7.03(k)) other than regularly scheduled payments of principal and interest on such Indebtedness, refinancings thereof permitted pursuant to Section 7.03(k) and
prepayments of such Indebtedness with the proceeds of a substantially concurrent issuance of Qualified Equity Interests; provided, that, the Borrower may (x) make cash payments in lieu of issuing fractional shares in connection
with a conversion of Convertible Indebtedness, make cash payments in connection with any conversion of Convertible Indebtedness and exchange the Convertible Notes (2016) in any Convertible Note Exchange and (y) make Restricted Payments
and/or Voluntary Convertible Note Repurchases permitted by Section 7.06. 
 7.08 Change in Nature of Business. Make any
material change in the nature of its business as carried on at the Closing Date; provided that the Borrower and its Subsidiaries may engage in activities ancillary, related or complementary to the business currently carried on at the Closing Date.

 7.09 Transactions with Affiliates. Engage in any transaction or series of transactions with (a) any Subsidiary or Affiliate
of the Borrower or any of its Subsidiaries, or (b) any Affiliate of any such Subsidiary or Affiliate, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such
Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided, that this Section 7.09 shall not restrict
(i) transactions between Loan Parties, (ii) transactions between Excluded Subsidiaries, (iii) transactions whereby the Borrower or a Subsidiary provides management or administrative services to a Subsidiary, (iv) customary
indemnities of officers and directors consistent with Law, payment of reasonable fees to directors and the customary issuance of directors’ shares, or (v) transactions described in clauses (a) and (b) above irrespective of
whether or not done on an arms-length basis so long as the aggregate amount of such transactions do not exceed $5,000,000 in any calendar year. 

  
 110 








 7.10 Limitations on Restricted Actions. Enter into or create or otherwise cause to exist
(other than by Law) or become effective any agreement or arrangement that: (a) limits the ability (i) of any Subsidiary of the Borrower to make Restricted Payments to any Loan Party, (ii) of the Borrower or any of its Subsidiaries to
act as a guarantor and pledge its assets pursuant to the Loan Documents or (iii) of any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this clause (iii) shall
not prohibit (A) any negative pledge incurred or provided in favor of any holder of Liens permitted under Section 7.01 (but such negative pledge must be limited to the asset that is the subject of such Permitted Lien) and in favor
of any holder of Indebtedness permitted under Section 7.03(g) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness, (B) restrictions incurred or assumed in connection
with the Acquisition of a Foreign Subsidiary, or (C) customary non-assignment provisions in licenses, sublicenses, leases and subleases entered into in the ordinary course of business and consistent with past practices; or (b) requires the
grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person. 
 7.11
Sale-Leasebacks; Off-Balance Sheet Obligation. Enter into any Sale and Leaseback Transaction or Off-Balance Sheet Obligation, unless such Sale and Leaseback Transaction or Off-Balance Sheet Obligation constitutes Indebtedness permitted by
Section 7.03(g). 
 7.12 Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and
whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness
originally incurred for such purpose, in each case in violation of the provisions of Regulation U issued by the FRB. 
 7.13
[Intentionally Omitted]. 
 7.14 [Intentionally Omitted]. 

7.15 Fiscal Year. Change its fiscal year unless such change is not adverse in any respect to the Lenders. 

7.16 [Intentionally Omitted]. 

7.17 Financial Covenants. (a) Maximum Consolidated Total Leverage Ratio. Permit the Consolidated Total Leverage Ratio of
the Borrower and its Consolidated Subsidiaries as of the last day of any consecutive four fiscal quarter period identified below to be greater than the ratio set forth below opposite such date: 

 

			
	 Four Fiscal Quarters Ending
	  	Maximum Consolidated
Leverage Ratio
	 June 30, 2014, September 30, 2014, December 31, 2014, March 31, 2015 and June 30, 2015
	  	4.50 to 1.00
	 September 30, 2015, and December 31, 2015
	  	4.25 to 1.00
	 March 31, 2016, and June 30, 2016
	  	4.00 to 1.00
	 September 30, 2016 and the last day of each fiscal quarter thereafter
	  	3.75 to 1.00


  
 111 








 Notwithstanding the foregoing, at the election of the Borrower, up to two times during the term
of this Agreement, the maximum Consolidated Total Leverage Ratio set forth in the grid above may be increased to accommodate a Permitted Acquisition, as determined by the Borrower and as designated in the Compliance Certificate; provided,
however, that (i) such increase shall only apply for a period of twelve months after such Permitted Acquisition and immediately upon the expiration of such twelve month period, the required maximum Consolidated Total Leverage Ratio shall
revert to the level set forth above for the measurement period in which such step down occurs; (ii) in no event shall the maximum Consolidated Total Leverage Ratio after giving effect to any such step-up exceed 5.00 to 1.00; and (iii) the
maximum amount that any Consolidated Total Leverage Ratio covenant level may step-up during any Consolidated Total Leverage Ratio measurement period is 0.50. 

(b) Minimum Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio of the Borrower and its Consolidated
Subsidiaries as of the last day of any period of four consecutive fiscal quarters (commencing with June 30, 2014) to be less than 3.00 to 1.00. 

(c) Liquidity. (i) During the RLL Maintenance Period and until such time as the Convertible Notes (2016) or any other
Convertible Indebtedness with a stated maturity date on or prior to the Maturity Date have been redeemed, repaid, repurchased or refinanced as permitted in this Agreement, permit the Liquidity of the Borrower and its Consolidated Subsidiaries to be
less than an amount equal to the outstanding amount of the Convertible Notes (2016) or notes issued pursuant to such other Convertible Indebtedness, as the case may be, plus $40,000,000, and (ii) after giving effect to any
redemption, repurchase or repayment of the Convertible Notes (2016) or any other Convertible Indebtedness with a stated maturity date on or prior to the Maturity Date, permit the Liquidity of the Borrower and its Consolidated Subsidiaries to be
less than $40,000,000. 
 7.18 Independent Covenants. All covenants contained in Article VI and Article VII of this
Agreement shall be given independent effect so that if a particular action or condition is not permitted by one covenant, the fact that such action or condition would be permitted by another covenant shall not avoid the occurrence of a Default if
such action is taken or condition exists. 

  
 112 








 ARTICLE VIII 

EVENTS OF DEFAULT AND REMEDIES 

8.01 Events of Default. Any of the following shall constitute an Event of Default: 

(a) Non-Payment. The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of
principal (other than the principal payments of the Term Loans required under Section 2.07 (other than with respect to any principal payment of the Term Loan on the Maturity Date)) of any Loan or any L/C Obligation or deposit any funds
as Cash Collateral in respect of L/C Obligations, or (ii) within three Business Days after the same becomes due, any principal of the Term Loans required under Section 2.07 (other than any principal payment of the Term Loan on the
Maturity Date), any interest on any Loan or on any L/C Obligation, or any commitment or other fee due hereunder, or (iii) within five Business Days after the same becomes due, any other amount payable hereunder or under any other Loan Document;
or 
 (b) Specific Covenants. The Borrower or any other Loan Party fails to perform or observe any term, covenant or agreement
contained in any Section 6.01, 6.02(a), 6.02(b), 6.03, 6.05(a) (except with respect to Excluded Subsidiaries), 6.11(a), 6.14, or Article VII or any Subsidiary Guarantor fails to
perform or observe any term, covenant or agreement contained in Section 4.1 of the Subsidiary Guaranty (after giving effect to any grace or cure period applicable to the events referenced in such Section 4.1) or during the
continuation of any Event of Default, the Borrower or any other Loan Party fails to perform or observe any term, covenant or agreement contained in Section 6.10; or 

(c) Other Defaults. The Borrower or any other Loan Party fails to perform or observe any other covenant or agreement (not specified in
Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after the first to occur of (i) the date that any Loan Party obtains actual
knowledge of such breach or (ii) the date that the Administrative Agent delivers notice to Borrower or other Loan Party of such breach; provided, that, if Borrower or such other Loan Party has commenced a cure for such failure
during the initial 30-day cure period and is diligently and continuously pursuing such cure, such initial 30-day cure period may be extended for up to 90 days (including the initial 30 day cure period); or 

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on
behalf of the Borrower or any other Loan Party herein or in any other Loan Document shall be incorrect or misleading in any material respect when made or deemed made; or 

  
 113 








 (e) Cross-Default. (i) Any default or other event occurs in respect of any
Indebtedness or Guarantee of a Loan Party (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors
under any combined or syndicated credit arrangement) of more than the Threshold Amount, the effect of which default or other event is to cause the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a
trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed
(automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable; provided, however, that, for the avoidance of doubt,
conversions of Convertible Indebtedness as a result of a conversion trigger event that does not constitute or arise from a default under the definitive documentation for such Convertible Indebtedness will not constitute such a default or other
event; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Loan Party is the Defaulting Party (as
defined in such Swap Contract) or (B) except for the Permitted Swap Termination, any Termination Event (as defined in such Swap Contract) under such Swap Contract as to which any Loan Party is an Affected Party (as defined in such Swap
Contract) and, in either event, the Swap Termination Value owed by such Loan Party as a result thereof is greater than the Threshold Amount; or 

(f) Insolvency Proceedings, Etc. Any Loan Party (i) institutes or consents to the institution of any proceeding under any Debtor
Relief Law, or makes a general assignment for the benefit of creditors or (ii) applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any
material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for
60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days,
or an order for relief is entered in any such proceeding; or 
 (g) Inability to Pay Debts; Attachment. (i) Any Loan Party
becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the
property of any such Person and is not released, vacated or fully bonded within 60 days after its issue or levy; or 
 (h) Judgments.
There is entered against any Loan Party a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent (x) not covered by independent third-party insurance as to which the insurer does
not dispute coverage or (y) the full amount of which judgment is not reserved by the Borrower in cash), and (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 60
consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or 

  
 114 








 (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer
Plan which has resulted or could reasonably be expected to result in liability of the Borrower or any of its Subsidiaries under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold
Amount, or (ii) the Borrower or any of its Subsidiaries or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201
of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or 
 (j) Invalidity of Loan Documents.
Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and
effect; or the Borrower, any of its Subsidiaries or any of their respective Affiliates contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or
obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document, or in the case of any material Lien granted pursuant to any Collateral Document (including any Lien granted after
the Closing Date in accordance with Section 6.11 or 6.12) in favor of the Administrative Agent, such Lien ceases to have the priority purported to be granted under such Collateral Document or is declared by a court of competent
jurisdiction to be null and void, invalid or unenforceable in any respect (except to the extent resulting from the Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and
non appealable judgment). 
 (k) Subsidiary Guaranty. The Subsidiary Guaranty given by any Subsidiary Guarantors (including any
Person that becomes a Subsidiary Guarantor after the Closing Date in accordance with Section 6.11) or any provision thereof shall cease to be in full force and effect, or any Subsidiary Guarantor (including any Person that becomes a
Subsidiary Guarantor after the Closing Date in accordance with Section 6.11) or any Person acting by or on behalf of such Subsidiary Guarantor shall deny or disaffirm such Subsidiary Guarantor’s obligations under the Subsidiary
Guaranty; or 
 (l) Change of Control. There occurs any Change of Control. 

8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request
of, or may, with the consent of, the Required Lenders, take any or all of the following actions: 
 (a) declare the Commitments of each
Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; 

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or
payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; 

(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount); and 

  
 115 








 (d) exercise on behalf of itself and the Lenders all rights and remedies available to it and the
Lenders under the Loan Documents, including, without limitation, all rights and remedies existing under the Collateral Documents and all rights and remedies against any Subsidiary Guarantor; 

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Loan Party under the
Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest
and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the
Administrative Agent or any Lender. 
 8.03 Application of Funds. After the exercise of remedies provided for in
Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02) or if at
any time insufficient funds are received by and available to the Administrative Agent to pay fully all Obligations then due hereunder, any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.14 and
2.15, be applied by the Administrative Agent in the following order: 
 First, to payment of that portion of
the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III hereof and Section 2.5 of the Subsidiary
Guaranty) payable to the Administrative Agent in its capacity as such; 
 Second, to payment of that portion of the
Obligations constituting fees, indemnities and other amounts (other than principal, interest, Letter of Credit Fees and Commitment Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the
respective Lenders and the L/C Issuer and amounts payable under Article III hereof and Section 2.5 of the Subsidiary Guaranty), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

 Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees,
Commitment Fees and interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; 

Fourth, ratably (i) to payment of that portion of the Obligations constituting unpaid principal of the Loans and
the L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this subclause (i) to this clause Fourth held by them and (ii) to payment of that portion of the Obligations constituting amounts
owing under or in respect of Secured Swap Contracts and Secured Cash Management Services Agreements, ratably among the Swap Banks and Cash Management Banks in proportion to the respective amounts described in this subclause (ii) to this clause
Fourth held by them; 

  
 116 








 Fifth, to the Administrative Agent for the account of the L/C Issuer, to
Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14; and 

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as
otherwise required by Law. 
 Subject to Sections 2.03(c) and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters
of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired,
such remaining amount shall be applied in the order set forth above. 
 Notwithstanding the foregoing, Obligations arising under Secured Cash Management
Services Agreements and Secured Swap Contracts 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 Swap Bank, as the case may be. Each Cash Management Bank or Swap 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 IX for itself and its Affiliates as if a “Lender” party hereto. In addition, Excluded Swap Obligations with
respect to any Subsidiary Guarantor shall not be paid with amounts received from such Subsidiary Guarantor or its assets. 
 ARTICLE IX

 ADMINISTRATIVE AGENT 

9.01 Appointment and Authority. (a) Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on
its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms
hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any
other Loan Party shall have rights as a third party beneficiary of any of such provisions. 
 (b) The Administrative Agent shall also act as
the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Swap Bank and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the
Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such
powers and discretion as are reasonably incidental thereto. 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
Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative
Agent), shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(c), 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. 

  
 117 








 9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall
have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly
indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the
financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to
account therefor to the Lenders. 
 9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent: 

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; 

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for
herein or in the other Loan Documents); 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; and 
 (c) shall not, except as expressly set forth herein and in the other Loan Documents, 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 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) with the consent or at the
request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and
8.02) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative
Agent by the Borrower, a Lender or the L/C Issuer. 

  
 118 








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

9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been
signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability
for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the
L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer 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. 
 9.05 Delegation of Duties. The
Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any
such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this 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 facilities provided for herein 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 non appealable judgment that the Administrative Agent acted with gross negligence or willful
misconduct in the selection of such sub-agents. 

  
 119 








 9.06 Resignation of Administrative Agent. The Administrative Agent may at any time give
notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, 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, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that
if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring
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 L/C Issuer
under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (b) 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 L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this
Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative
Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the
other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring 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 Administrative Agent was acting as Administrative Agent. 
 Any resignation by Bank of
America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line 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 L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties
and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements
satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. 

If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition of Defaulting Lender, the
Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person, remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall
have been appointed by the Required Lenders and shall have accepted such appointment within thirty (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 notice on the Removal Effective Date. 

  
 120 








 9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C
Issuer 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 L/C Issuer 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. 
 9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Book
Managers, Arrangers, Syndication Agent or Co-Documentation Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as
the Administrative Agent, a Lender or the L/C Issuer hereunder. 
 9.09 Administrative Agent May File Proofs of Claim. In case of the
pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or 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, by intervention in such proceeding or otherwise 

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, 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 L/C Issuer and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under
Sections 2.03(h) and (i), 2.09, and 10.04) allowed in such judicial proceeding; and 
 (b) to collect and
receive any monies or other property payable or deliverable on any such claims and to distribute the same; 
 and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer 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 L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its
agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04. 

  
 121 








 Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent
to vote in respect of the claim of any Lender or the L/C Issuer or in any such proceeding. 
 9.10 Collateral and Guaranty Matters.
Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Swap Bank) and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, 

(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of
the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Services Agreements and Secured Swap Contracts as to
which the applicable Cash Management Bank or Swap Bank shall be responsible for making their own arrangements) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which Cash Collateral or other arrangements
reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (iii) if
approved, authorized or ratified in writing in accordance with Section 10.01, (iv) that does not constitute (or ceases to constitute) Collateral, and (v) if the property subject to such Lien is owned by a Subsidiary Guarantor,
upon the release of the Subsidiary Guarantor from its Obligations otherwise in accordance with the Loan Documents; and 
 (b) to release any
Subsidiary Guarantor from its obligations under the Subsidiary Guaranty and release the pledge of its assets, stock and indebtedness if such Person (i) ceases to be a Subsidiary as a result of a transaction permitted hereunder or
(ii) becomes an Excluded Subsidiary. 
 Upon request by the Administrative Agent at any time, the Required Lenders will confirm in
writing the Administrative Agent’s authority to release its interest in particular types or items of property, or any release pursuant to this Section 9.10. 

9.11 Secured Cash Management Services Agreements and Secured Swap Contracts. Except as otherwise expressly set forth herein, no Cash
Management Bank or Swap Bank that obtains the benefit of the provisions of Section 8.03, the Subsidiary Guaranty or any Collateral by virtue of the provisions hereof or of the Subsidiary Guaranty or any Collateral 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) (or to notice of or to
consent to any amendment, waiver or modification of the provisions hereof or of the Subsidiary Guaranty or any Collateral Document) 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 IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations
arising under Secured Cash Management Services Agreements and Secured Swap Contracts unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may
request, from the applicable Cash Management Bank or Swap Bank, as the case may be. 

  
 122 








 ARTICLE X 

MISCELLANEOUS 
 10.01
Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver
or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: 

(a) [intentionally omitted]; 

(b) waive any condition set forth in Section 4.02 as to any Credit Extension under a particular Facility without the written
consent of the Required Revolving Lenders or the Required Term Lenders, as the case may be; 
 (c) extend or increase the Commitment of any
Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; 
 (d)
postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder (other than mandatory prepayments under clauses (i) and
(ii) of Section 2.05(b), late fees and default interest) or under such other Loan Document without the written consent of each Lender entitled to such payment; 

(e) reduce or subordinate the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause
(iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document (other than late fees or default interest) without the written consent of each Lender or L/C Issuer
entitled to such amount; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or
Letter of Credit Fees at the Default Rate 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 Borrowing or to
reduce any fee payable hereunder; 
 (f) change (i) Section 8.03 in a manner that would alter the pro rata sharing of
payments required thereby without the written consent of each affected Lender or (ii) the order of application of any reduction in the Commitments or any prepayment of Loans among the Facilities from the application thereof set forth in the
applicable provisions of Section 2.05(b) or 2.06(b), respectively, in any manner that materially and adversely affects the Lenders under a Facility without the written consent of the Required Facility Lenders under such Facility; 

  
 123 








 (g) change any provision of this Section 10.01 or the definition of “Required
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; 
 (h) release all or substantially all of the value of the Subsidiary Guaranty, or release all or substantially all of the
Collateral in any transaction or series of related transactions except as specifically permitted by the Loan Documents without the written consent of each Lender, except to the extent the release of any Subsidiary from the Subsidiary Guaranty is
permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); or 
 (i)
impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations hereunder without the written consent of the Required Facility Lenders under such Facility; 

provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the
Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document 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 Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line 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) each of the Fee Letters and the Engagement Letter may be amended, or
rights or privileges thereunder waived, in a writing executed only by the respective parties thereto, and (v) Section 10.06(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any
part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or
consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender, or all Lenders or each affected Lender, may be effected with the consent of the applicable Lenders other than
Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender, (y) any waiver, amendment or modification requiring the consent of all Lenders or each
affected Lender, or all Lenders or each affected Lender, that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender and (z) no such amendment, waiver or consent
shall modify the voting rights of any Defaulting Lender hereunder without the consent of each such Defaulting Lender. Upon delivery by the Borrower of each Compliance Certificate of a Responsible Officer certifying supplements to the Schedules to
this Agreement pursuant to Section 6.02(b), the schedule supplements attached to each such certificate shall be incorporated into and become a part of and supplement Schedules 5.03, 5.08, and 5.23 hereto, as
applicable, and the Administrative Agent may attach such schedule supplements to such Schedules, and each reference to such Schedules shall mean and be a reference to such Schedules, as supplemented pursuant thereto. 

  
 124 








 Notwithstanding anything to the contrary contained in this Section 10.01 or any other provision of
this Agreement or any other Loan Document, (i) guarantees, collateral security agreements, pledge agreements and related documents (if any) executed by the Loan Parties in connection with this Agreement may be in a form reasonably determined by
the Administrative Agent and may be amended, supplemented and/or waived with the consent of the Administrative Agent at the request of the Borrower without the input or need to obtain the consent of any other Lenders to (x) comply with
applicable Law, (y) to cure ambiguities, omissions or defects or (z) to cause such guarantees, collateral security agreements, pledge agreement or other document to be consistent with this Agreement and the other Loan Documents,
(ii) the Borrower and the Administrative Agent may, without the input or consent of any other Lender (other than the relevant Lenders providing Loans under such Sections), effect amendments to this Agreement and the other Loan Documents as may
be necessary in the reasonable opinion of the Borrower and the Administrative Agent to effect the provisions of Section 2.16 (or any other provision specifying that any waiver, amendment or modification may be made with only the consent
or approval of the Administrative Agent) and (iii) if the Administrative Agent and the Borrower have jointly identified any ambiguity, mistake, defect, inconsistency, obvious error or any error or omission of a technical nature or any necessary
or desirable technical change, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision. 

10.02 Notices; Effectiveness; Electronic Communications. (a) Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as provided in subsection (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 telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: 

(i) if to the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, telecopier number,
electronic mail address or telephone number specified for such Person on Schedule 10.02; and 
 (ii) if to any other
Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative
Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower). 
 Notices and other
communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier 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 and other communications delivered through electronic
communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b). 

  
 125 








 (b) Electronic Communications. Notices and other communications to the Lenders and the L/C
Issuer hereunder may be delivered or furnished by electronic communication (including e-mail, FpML messaging, 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 L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it 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), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as
described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. 

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS 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 IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.
In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities
or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic messaging service, or
through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive
damages (as opposed to direct or actual damages). 

  
 126 








 (d) Change of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuer
and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for
notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the
Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such
Lender. Furthermore, each Public Lender agrees to cause at least one individual at or 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 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 Laws. 
 (e) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer
and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified
herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the
Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower.
All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. 

10.03 No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise,
and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by Law. 
 Notwithstanding anything to the contrary contained herein or in
any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan 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 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, 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 L/C Issuer or
the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising
setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.13), 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 Loan 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 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to
Section 2.13, 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. 

  
 127 








 10.04 Expenses; Indemnity; Damage Waiver. (a) Costs and Expenses. The Borrower
shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and reasonable disbursements of an external counsel for the Administrative Agent (which shall be
the only counsel Borrower shall be required to reimburse with respect to the initial preparation of the Loan) and any special or local counsel to the Administrative Agent (on behalf of the Lenders), if necessary), in connection with the syndication
of the credit facilities provided for herein, 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 out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of
Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender (after the occurrence of a Default) or the L/C Issuer (including the fees, charges and reasonable
disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), 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. 
 (b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof),
each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities, penalties and related reasonable, out-of-pocket expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee) (other than those provided for under Section 10.04(a)(i));
provided, that, as long as no Default exists Borrower shall engage and pay for defense counsel that is reasonably acceptable to the Required Lenders in connection with claims brought by third parties and Lenders may engage separate
counsel under such circumstances at their own expense (it being understood that upon the occurrence of an Event of Default, all counsel shall be at the cost and expense of Borrower), incurred by any Indemnitee or asserted against any Indemnitee by
any third party or by the Borrower or any other Loan Party 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, or, in the case of the Administrative Agent (and any sub-agent thereof)
and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer 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 the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, in all cases,
whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result
from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and
nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(e), this Section 10.4(b) shall not apply with respect to Taxes other than
any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. 

  
 128 








 (c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to
indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer 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 L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount, provided 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) or the L/C Issuer 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) or L/C Issuer in connection with such capacity. The obligations of the Lenders
under this subsection (c) are subject to the provisions of Section 2.12(d). 
 (d) Waiver of Consequential Damages,
Etc. Without impairing, limiting, or conditioning the Borrower’s obligations under Section 10.04(b), to the fullest extent permitted by applicable Law, no party hereto shall assert, and hereby waives, any claim against any other party
hereto, 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 subsection (b) above shall be liable for any damages arising from the
use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the
other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a
court of competent jurisdiction. 

  
 129 








 (e) Payments. All amounts due under this Section shall be payable not later than ten
Business Days after demand therefor. 
 (f) Survival. The agreements in this Section shall survive the resignation of the
Administrative Agent and the L/C Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. 

10.05 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, the L/C
Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not
been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the
Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under clause
(b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement. 
 10.06
Successors and Assigns. (a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except
that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder (except pursuant to a transaction expressly permitted 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 Section 10.06(b), (ii) by way of participation in
accordance with the provisions of Section 10.06(d), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.06(f), or (iv) to an SPC in accordance with the provisions of
Section 10.06(g) (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 subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C
Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

  
 130 








 (b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 10.06(b), participations in L/C Obligations and in Swing
Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions: 

(i) Minimum Amounts. 

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility
and the Loans at the time owing to it under such Facility or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and 

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) or, if the 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, in the case of any assignment
in respect of the Revolving Credit Facility, or $1,000,000, in the case of any assignment in respect of the Term Facility, 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, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single
Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; 

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of
Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis; 

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection
(b)(i)(B) of this Section and, in addition: 
 (A) the consent of the Borrower (such consent not to be unreasonably withheld)
shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) 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 five (5) Business Days after having received notice thereof; 

  
 131 








 (B) the consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required for assignments in respect of (i) any Revolving Credit Commitment or Revolving Credit Loan if such assignment is to a Person that is not a Revolving Credit Lender, an Affiliate of such Revolving Credit
Lender or an Approved Fund with respect to such Revolving Credit Lender, or (ii) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; 

(C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any
assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and 

(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any
assignment in respect of the Revolving Credit Facility. 
 (iv) Assignment and Assumption. The parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole
discretion, elect to waive such processing and recordation fee in the case of any assignment; and the Eligible Assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 

(v) No Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the
Borrower’s Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to
a natural person. 
 (vi) Certain Additional Payments. In connection with any assignment of rights and obligations of
any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in
an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the
Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and
satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and
participations in Letters of Credit and Swing Line Loans in accordance with its Applicable 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. 

  
 132 








 Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this
Section 10.06, 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 3.01,
3.04, 3.05 and 10.04 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. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the
assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 Section 10.06(d). 
 (c) Register. The Administrative Agent, acting solely for
this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the
names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register
shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection
by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 

  
 133 








 (d) Participations. Any Lender may at any time, without the consent of, or notice to, the
Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (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 (including such Lender’s participations in L/C Obligations and/or Swing Line 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 Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. 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, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to
Section 10.06(e), the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to Section 10.06(b). To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided such Participant agrees to be subject to
Section 2.13 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 (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any
obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under
any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury
Regulations 
 (e) Limitations On Participant Rights. A Participant shall not be entitled to receive any greater payment under
Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the
Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a Lender. 
 (f)
Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto. 

  
 134 








 (g) Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained
herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”)
the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and
(ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to
the Administrative Agent as is required under Section 2.12(b)(ii). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise
increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a
Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a
Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive
the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in
instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the Laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may
(i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion),
assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial
paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC. 
 (h) Resignation as L/C Issuer or
Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Revolving Credit Loans pursuant to Section 10.06(b), Bank of America may,
(i) upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line
Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, (i) that no failure by the Borrower to appoint any such successor shall affect the
resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be and (ii) no Lender shall be required to accept the appointment as a successor L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns
as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights
of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations
in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make
other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit. 

  
 135 








 10.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent,
the Lenders and the L/C Issuer 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 Affiliates’ respective partners, directors,
officers, employees, agents, trustees, advisors and representatives (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 requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent
required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or
proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to
(i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.16(c) or
(ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information
(x) becomes publicly available other than as a result of a breach of this Section 10.07 or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential
basis from a source other than the Borrower. 
 For purposes of this Section, “Information” means all information received from
the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis
prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the Closing Date, such information either consists of customer lists or customer or
product-specific sales information or 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. 

Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public
information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in
accordance with applicable Law, including Federal and state securities Laws. 

  
 136 








 10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each
Lender, the L/C Issuer 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 L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan
Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer
shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different
from the branch or office 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 2.15 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 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 L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective
Affiliates may have. Each Lender and the L/C Issuer agrees 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. 
 10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document,
the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive
interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged,
or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest,
(b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. 

10.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in 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 or the L/C Issuer, 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 4.01, 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 telecopy or other electronic imaging means shall be effective as delivery of a manually executed
counterpart of this Agreement. 

  
 137 








 10.11 Survival of Representations and Warranties. All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will
be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or
knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding. 

10.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable,
(a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement relating
to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent
not so limited. 
 10.13 Replacement of Lenders. If (i) any Lender requests compensation under Section 3.04, or if
the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (ii) a Lender gives any notice under Section 3.02, (iii) any
Lender fails to consent to a proposed consent, amendment or waiver that requires consent of all the Lenders or all the affected Lenders and with respect to which Required Lenders shall have granted their consent, so long as a result of the
replacement of such Lender, the consent of all Lenders or all affected Lenders would be obtained, (iv) any Lender is a Defaulting Lender, or (v) any other circumstance exists hereunder that gives the Borrower the right to replace a Lender
as a party hereto, 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 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan
Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: 

(a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b); 

  
 138 








 (b) such Lender shall have received payment of an amount equal to 100% of the outstanding
principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) 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); 
 (c) in the case of any
such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and

 (d) such assignment does not conflict with applicable Laws. 

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. 
 10.14 Governing Law;
Jurisdiction; Etc. (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. 

(b) SUBMISSION TO JURISDICTION. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION 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 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 OR THE L/C ISSUER MAY OTHERWISE
HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 

(c) WAIVER OF VENUE. THE BORROWER IRREVOCABLY AND 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. 

  
 139 








 (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN
THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

10.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY 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 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. 

10.16 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself
and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain,
verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan
Party in accordance with the Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply
with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act. 

10.17 Time of the Essence. Time is of the essence of the Loan Documents. 

10.18 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in
connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services
regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders, are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the
Lenders, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the
terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each Arranger and each Lender is and has been acting solely as a principal and, except as expressly
agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger, nor
any Lender has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent,
the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, any Arranger, nor any
Lender has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by Law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Arranger
or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 

  
 140 








 10.19 Electronic Execution of Assignments and Certain Other Documents. The words
“execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without
limitation Assignment and Assumptions, amendments or other Loan Notices, Swingline Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on
electronic platforms approved by the Administrative Agent, 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; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form
or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. 
 10.20
Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Subsidiary Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Loan Party, becomes effective with respect to any Swap
Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Loan Party with respect to such Swap Obligation as may be needed by such Loan Party from time to time to
honor all of its obligations under the Subsidiary Guaranty and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such
Qualified ECP Guarantor’s obligations and undertakings under the Subsidiary Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of
each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be
deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Loan Party for all purposes of the Commodity Exchange Act. 

  
 141 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as
of the date first above written. 
  

			
	INTEGRA LIFESCIENCES HOLDINGS CORPORATION, a Delaware corporation, as the Borrower
		
	By:	 	/s/ Peter J. Arduini
	Name:	 	Peter J. Arduini
	Title:	 	President, Chief Executive Officer


  

  
 THIRD AMENDED AND
RESTATED CREDIT AGREEMENT 
 Signature Page 








 
			
	 BANK OF AMERICA, N.A., as 

Administrative Agent

		
	By:	 	/s/ Kevin L. Ahart
	Name:	 	Kevin L. Ahart
	Title:	 	Vice President


  

			
	 BANK OF AMERICA, N.A., as 

a Lender, L/C Issuer and Swing Line Lender

		
	By:	 	/s/ Robert LaPorte
	Name:	 	Robert LaPorte
	Title:	 	Director


  

  
 THIRD AMENDED AND
RESTATED CREDIT AGREEMENT 
 Signature Page 








 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent and as a Lender
		
	By:	 	/s/ Matthew Olson
	Name:	 	Matthew Olson
	Title:	 	Vice President


  

  
 THIRD AMENDED AND
RESTATED CREDIT AGREEMENT 
 Signature Page 








 
			
	DNB BANK ASA, as a Co-Documentation Agent
		
	By:	 	/s/ Philip F. Kurpiewski
	Name:	 	Philip F. Kurpiewski
	Title:	 	Senior Vice President
		
	By:	 	/s/ Kristie Li
	Name:	 	Kristie Li
	Title:	 	First Vice President


  

			
	DNB CAPITAL LLC, as a Lender
		
	By:	 	/s/ Philip F. Kurpiewski
	Name:	 	Philip F. Kurpiewski
	Title:	 	Senior Vice President
		
	By:	 	/s/ Kristie Li
	Name:	 	Kristie Li
	Title:	 	First Vice President


  

  
 THIRD AMENDED AND
RESTATED CREDIT AGREEMENT 
 Signature Page 








 
			
	 HSBC BANK USA, NATIONAL

ASSOCIATION, as a Co-Documentation Agent and

as a Lender

		
	By:	 	/s/ Robert Moravec
	Name:	 	Robert Moravec
	Title:	 	Global Relationship Manager


  

  
 THIRD AMENDED AND
RESTATED CREDIT AGREEMENT 
 Signature Page 








 
			
	CITIZENS BANK, NATIONAL ASSOCIATION, as a Co-Documentation Agent and as a Lender
		
	By:	 	/s/ Darran Wee
	Name:	 	Darran Wee
	Title:	 	Vice President


  

  
 THIRD AMENDED AND
RESTATED CREDIT AGREEMENT 
 Signature Page 








 
			
	ROYAL BANK OF CANADA, a as a Co-Documentation Agent and as a Lender
		
	By:	 	/s/ Dean Sas
	Name:	 	Dean Sas
	Title:	 	Authorized Signatory


  

  
 THIRD AMENDED AND
RESTATED CREDIT AGREEMENT 
 Signature Page 








 
			
	 TD BANK, N.A., as a Co-Documentation Agent

and as a Lender

		
	By:	 	/s/ Shreya Shah
	Name:	 	Shreya Shah
	Title:	 	Senior Vice President


  

  
 THIRD AMENDED AND
RESTATED CREDIT AGREEMENT 
 Signature Page 








 
			
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Co-Documentation Agent and as a Lender
		
	By:	 	/s/ Amy Trapp
	Name:	 	Amy Trapp
	Title:	 	Managing Director
		
	By:	 	/s/ John Bosco
	Name:	 	John Bosco
	Title:	 	Director


  

  
 THIRD AMENDED AND
RESTATED CREDIT AGREEMENT 
 Signature Page 








 
			
	 CAPITAL ONE, NATIONAL ASSOCIATION,

as a Lender

		
	By:	 	/s/ Jennifer Campbell
	Name:	 	Jennifer Campbell
	Title:	 	SVP


  

  
 THIRD AMENDED AND
RESTATED CREDIT AGREEMENT 
 Signature Page 








 
			
	MORGAN STANLEY BANK, N.A., as a Lender
		
	By:	 	/s/ Sherrese Clarke
	Name:	 	Sherrese Clarke
	Title:	 	Authorized Signatory


  

  
 THIRD AMENDED AND
RESTATED CREDIT AGREEMENT 
 Signature Page 








 
			
	 MORGAN STANLEY SENIOR FUNDING, INC.,

as a Lender

		
	By:	 	/s/ Sherrese Clarke
	Name:	 	Sherrese Clarke
	Title:	 	Vice President


  

  
 THIRD AMENDED AND
RESTATED CREDIT AGREEMENT 
 Signature Page 








 
			
	UNION BANK, N.A., as a Lender
		
	By:	 	/s/ Michael Tschida
	Name:	 	Michael Tschida
	Title:	 	Vice President


  

  
 THIRD AMENDED AND
RESTATED CREDIT AGREEMENT 
 Signature Page 








 
			
	FIFTH THIRD BANK, as a Lender
		
	By:	 	/s/ Tamara M. Dowd
	Name:	 	Tamara M. Dowd
	Title:	 	Vice President


  

  
 THIRD AMENDED AND
RESTATED CREDIT AGREEMENT 
 Signature Page 








 
			
	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By:	 	/s/ Deborah R. Winkler
	Name:	 	Deborah R. Winkler
	Title:	 	Vice President


  

  
 THIRD AMENDED AND
RESTATED CREDIT AGREEMENT 
 Signature Page 








 
			
	PNC BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	/s/ Sharon Landgraf
	Name:	 	Sharon Landgraf
	Title:	 	Senior Vice President


  

  
 THIRD AMENDED AND
RESTATED CREDIT AGREEMENT 
 Signature Page 








 
			
	PEOPLE’S UNITED BANK, as a Lender
		
	By:	 	/s/ David Denlinger
	Name:	 	David Denlinger
	Title:	 	Senior Vice President


  

  
 THIRD AMENDED AND
RESTATED CREDIT AGREEMENT 
 Signature Page 








 
			
	MANUFACTURERS BANK, as a Lender
		
	By:	 	/s/ Sandy Lee
	Name:	 	Sandy Lee
	Title:	 	Vice President


  

  
 THIRD AMENDED AND
RESTATED CREDIT AGREEMENT 
 Signature Page 








 SCHEDULE 1.01 

EXCLUDED SUBSIDIARIES AND SUBSIDIARY GUARANTORS 

PART A 
 Excluded Subsidiaries 

Excluded Subsidiaries whose Equity Interest is not pledged: 

BIMECO, Inc., a Florida corporation* 
 CardioDyne, Inc., a
Massachusetts corporation* 
 Cathtec, Incorporated, a Massachusetts corporation* 

Fiber Imaging Technologies, Inc., a Massachusetts corporation* 

Integra Luxtec, Inc., a Massachusetts corporation* 
 Integra
Sales, Inc., a Delaware corporation* 
 Integra Selector Corporation, a Delaware corporation* 

IsoTis OrthoBiologics, Inc., a Washington corporation 
 LXU
Healthcare, Inc. – Medical Specialty Products, a Delaware corporation* 
 Minnesota Scientific, Inc., a Minnesota corporation* 

Newdeal, Inc., a Texas corporation 
 Precise Dental Products,
Ltd., a California corporation* 
 Precision Dental International, Inc., a California corporation* 

Tarsus Medical Inc., a Delaware corporation* 
 Theken Spine, LLC,
an Ohio limited liability company* 
 All Foreign Subsidiaries 

Excluded Subsidiaries whose Equity Interest is pledged: 

Integra LifeSciences (Canada) Holdings, Inc., a Delaware corporation 

IsoTis, Inc., a Delaware corporation 
 Precise Dental Holding
Corp., a New Jersey corporation 
 Integra Euro Holdings, Inc., a Delaware corporation 

 

	*	denotes designation as an Immaterial Subsidiary. 








 PART B 

Subsidiary Guarantors 
 Ascension Orthopedics, Inc.,
a Delaware corporation 
 Confluent Surgical, Inc., a Delaware corporation 

EndoSolutions, Inc., a Delaware corporation 
 Integra LifeSciences
Corporation, a Delaware corporation 
 Integra LifeSciences Sales LLC, a Delaware limited liability company 

Integra NeuroSciences (International), Inc., a Delaware corporation 

Integra Burlington MA, Inc. (f/k/a Integra Radionics, Inc.), a Delaware corporation 

Integra York PA, Inc. (f/k/a Miltex, Inc.), a Delaware corporation 

J. Jamner Surgical Instruments, Inc., a Delaware corporation 

SeaSpine, Inc., a Delaware corporation 







 SCHEDULE 2.01 

COMMITMENTS AND APPLICABLE PERCENTAGES 
  

																									
	 	  	 	 	  	Revolving	 	 	 	 	  	Term Loan	 	 	 	 	  	Aggregate	 
	 	  	Revolving	 	  	Applicable	 	 	Term Loan	 	  	Applicable	 	 	Aggregate	 	  	Applicable	 
	 Lender
	  	Commitment	 	  	Percentage	 	 	Commitment	 	  	Percentage	 	 	Commitment	 	  	Percentage	 
	 Bank of America, N.A.
	  	$	79,166,666.67	  	  	 	10.555555556	% 	 	$	15,833,333.33	  	  	 	10.555555556	% 	 	$	95,000,000.00	  	  	 	10.555555556	% 
	 Wells Fargo Bank, National Association
	  	$	79,166,666.67	  	  	 	10.555555556	% 	 	$	15,833,333.33	  	  	 	10.555555556	% 	 	$	95,000,000.00	  	  	 	10.555555556	% 
	 DNB Capital LLC
	  	$	58,333,333.33	  	  	 	7.777777778	% 	 	$	11,666,666.67	  	  	 	7.777777778	% 	 	$	70,000,000.00	  	  	 	7.777777778	% 
	 HSBC Bank USA, National Association
	  	$	58,333,333.33	  	  	 	7.777777778	% 	 	$	11,666,666.67	  	  	 	7.777777778	% 	 	$	70,000,000.00	  	  	 	7.777777778	% 
	 Citizens Bank, National Association
	  	$	58,333,333.33	  	  	 	7.777777778	% 	 	$	11,666,666.67	  	  	 	7.777777778	% 	 	$	70,000,000.00	  	  	 	7.777777778	% 
	 Royal Bank of Canada
	  	$	58,333,333.33	  	  	 	7.777777778	% 	 	$	11,666,666.67	  	  	 	7.777777778	% 	 	$	70,000,000.00	  	  	 	7.777777778	% 
	 TD Bank, N.A.
	  	$	58,333,333.33	  	  	 	7.777777778	% 	 	$	11,666,666.67	  	  	 	7.777777778	% 	 	$	70,000,000.00	  	  	 	7.777777778	% 
	 Crédit Agricole Corporate And Investment Bank
	  	$	50,000,000.00	  	  	 	6.666666667	% 	 	$	10,000,000.00	  	  	 	6.666666667	% 	 	$	60,000,000.00	  	  	 	6.666666667	% 
	 Capital One, National Association
	  	$	41,666,666.67	  	  	 	5.555555556	% 	 	$	8,333,333.33	  	  	 	5.555555556	% 	 	$	50,000,000.00	  	  	 	5.555555556	% 
	 Morgan Stanley Senior Funding, Inc.
	  	$	0.00	  	  	 	0.00	% 	 	$	8,333,333.33	  	  	 	5.555555556	% 	 	$	8,333,333.33	  	  	 	0.925925926	% 
	 Morgan Stanley Bank, N.A.
	  	$	41,666,666.67	  	  	 	5.555555556	% 	 	$	0.00	  	  	 	0.00	% 	 	$	41,666,666.67	  	  	 	4.629629630	% 
	 Union Bank, N.A.
	  	$	41,666,666.67	  	  	 	5.555555556	% 	 	$	8,333,333.33	  	  	 	5.555555556	% 	 	$	50,000,000.00	  	  	 	5.555555556	% 
	 Fifth Third Bank
	  	$	33,333,333.33	  	  	 	4.444444444	% 	 	$	6,666,666.67	  	  	 	4.444444444	% 	 	$	40,000,000.00	  	  	 	4.444444444	% 
	 JPMorgan Chase Bank, N.A.
	  	$	29,166,666.67	  	  	 	3.888888889	% 	 	$	5,833,333.33	  	  	 	3.888888889	% 	 	$	35,000,000.00	  	  	 	3.888888889	% 
	 PNC Bank, National Association
	  	$	29,166,666.67	  	  	 	3.888888889	% 	 	$	5,833,333.33	  	  	 	3.888888889	% 	 	$	35,000,000.00	  	  	 	3.888888889	% 
	 People’s United Bank
	  	$	20,833,333.33	  	  	 	2.777777778	% 	 	$	4,166,666.67	  	  	 	2.777777778	% 	 	$	25,000,000.00	  	  	 	2.777777778	% 
	 Manufacturers Bank
	  	$	12,500,000.00	  	  	 	1.666666667	% 	 	$	2,500,000.00	  	  	 	1.666666667	% 	 	$	15,000,000.00	  	  	 	1.666666667	% 
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 
	 Total
	  	$	750,000,000.00	  	  	 	100.0000000	% 	 	$	150,000,000.00	  	  	 	100.000000000	% 	 	$	900,000,000.00	  	  	 	100.000000000	% 
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 








 SCHEDULE 5.03 

APPROVALS AND CONSENTS 

None. 







 SCHEDULE 5.08 

SUBSIDIARIES AND OTHER EQUITY INVESTMENTS 

See attached. 







 SCHEDULE 5.08 

SUBSIDIARIES AND OTHER EQUITY INVESTMENTS 

Part (a). Subsidiaries of the Borrower 
  

									
	 Company Name
	  	 Authorized Shares/Units
	  	 Issued
Shares/Units
	  	 Held By
	  	Jurisdiction of
Formation
	Integra LifeSciences Corporation	  	100 shares common stock, $1.00 par value	  	100	  	Integra LifeSciences Holdings Corporation	  	Delaware
					
	J. Jamner Surgical Instruments, Inc.	  	2000 shares common stock, without par value	  	500	  	Integra LifeSciences Corporation	  	Delaware
					
	Integra Selector Corporation	  	1000 shares common stock, $0.01 par value	  	100	  	Integra LifeSciences Corporation	  	Delaware
					
	Integra NeuroSciences (International), Inc.	  	3000 shares common stock, $0.01 par value	  	100	  	Integra LifeSciences Corporation	  	Delaware
					
	Newdeal, Inc.	  	1000 shares common stock, $1.00 par value	  	700	  	Newdeal SAS	  	Texas
					
	Integra Burlington MA, Inc. (f/k/a Integra Radionics, Inc.)	  	1000 shares common stock, $0.01 par value	  	100	  	Integra LifeSciences Corporation	  	Delaware
					
	Integra ME GmbH	  	€26,000 registered share capital	  	1	  	Caveangle Limited	  	Germany
					
	GMS, Gesellschaft für medizinische Sondentechnik mbH	  	DM 200,000 registered share capital	  	1	  	Caveangle Limited	  	Germany
					
	Integra GmbH	  	DM 50,000 registered share capital	  	1	  	Integra NeuroSciences Holdings B.V.	  	Germany
					
	Jarit GmbH	  	€25,000	  	25,000	  	Integra German Holdings GmbH	  	Germany
					
	Integra NeuroSciences Holdings B.V.	  	200 shares	  	41	  	Integra France Holdings SAS	  	Netherlands









									
	 Company Name
	  	 Authorized Shares/Units
	  	 Issued
Shares/Units
	  	 Held By
	  	Jurisdiction of
Formation
	Caveangle Limited	  	1,000 ordinary shares, £1.00 nominal value	  	100	  	Integra LifeSciences Corporation (99 shares)	  	United
Kingdom
					
		  	15,000,000 ordinary shares, $1.00 nominal value	  	13,001,490	  	Integra Selector Corporation (1 share)	  	
					
		  		  		  	Integra LifeSciences Corporation (12,903,337 shares)	  	
					
		  		  		  	Integra Selector Corporation (98,153 shares)	  	
					
	Integra NeuroSciences Holdings (UK) Limited	  	1,000 ordinary shares, £1.00 nominal value	  	1	  	Caveangle Limited	  	United
Kingdom
					
		  	12,000,000 ordinary shares, $1.00 nominal value	  	11,300,000	  		  	
					
	Spembly Medical Limited	  	5,000,000 ordinary shares, £1.00 nominal value	  	4,182,916	  	Integra NeuroSciences Holdings (UK) Limited	  	United
Kingdom
					
	Integra NeuroSciences Limited	  	5,000,000 ordinary shares, £1.00 nominal value	  	2,769,029	  	Spembly Medical Limited	  	United
Kingdom
					
	Spembly Cryosurgery Limited	  	79,031 ordinary shares, £1.00 nominal value	  	79,031	  	Integra NeuroSciences Limited	  	United
Kingdom
					
	Integra LifeSciences (Ireland) Limited	  	5,000,000 ordinary shares of €1.00 each	  	650,001	  	Integra LifeSciences NR Ireland Limited	  	Ireland
					
	Integra LifeSciences NR Ireland Limited	  	1,000,000 ordinary shares of €1.00 each	  	1	  	Integra LifeSciences Corporation	  	Ireland
					
	Integra LifeSciences Sales (Ireland) Limited	  	1,000,000 ordinary shares of €1.00 each	  	1	  	Integra LifeSciences NR Ireland Limited	  	Ireland
					
	Integra LifeSciences Shared Services (Ireland) Limited	  	1,000,000 ordinary shares of €1.00 each	  	1	  	Integra LifeSciences Corporation	  	Ireland
					
	Integra CI, Inc.	  	10,000 shares, $1.00 par value	  	1	  	Integra LifeSciences Corporation	  	Cayman
Islands









									
	 Company Name
	  	 Authorized Shares/Units
	  	 Issued
Shares/Units
	  	 Held By
	  	Jurisdiction of
Formation
	Integra NeuroSciences Implants (France) SAS	  	244,431 common shares, €15.00 par value	  	244,431	  	Integra France Holdings SAS	  	France
					
	Newdeal SAS	  	 €1,000,000 shares,
 €100 par
value
	  	1,000,000	  	Integra France Holdings SAS	  	France
					
	Integra LS (Benelux) NV	  	 370,000 common shares
 Without nominal
value
	  	 369,000
 1
	  	Newdeal SAS Integra France Holdings SAS	  	Belgium
					
	 Integra York PA, Inc.
 (f/k/a Miltex,
Inc.)
	  	1,000 shares common stock par value $.01	  	100	  	Integra LifeSciences Corporation	  	Delaware
					
	Miltex GmbH	  	 €326,000 ordinary shares
 €1 nominal
value
	  		  	Integra German Holdings GmbH	  	Germany
					
	EndoSolutions, Inc.	  	1,000 shares common stock, par value $.01	  	100	  	Integra York PA, Inc.	  	Delaware
					
	Integra LifeSciences (Canada) Holdings, Inc.	  	1,000 shares common stock, par value $.01	  	100	  	Integra LifeSciences Corporation	  	Delaware
					
	Integra Canada ULC	  	 100,000,000,
 No nominal value
	  	100	  	Integra LifeSciences (Canada) Holdings, Inc.	  	Canada
					
	ILS Services Switzerland Ltd.	  	 10,000 registered shares
 CHF 10 per
share
	  	10,000	  	Integra NeuroSciences Holdings B.V.	  	Switzerland
					
	Integra LifeSciences Services (France) SAS	  	 37,000 common shares,
 €1 par
value
	  	37,000	  	Integra NeuroSciences Holdings B.V.	  	France
					
	Integra Luxtec, Inc.	  	100 shares common stock, no par value	  	100	  	 Integra Burlington MA, Inc.
 (f/k/a Integra
Radionics, Inc.)
	  	Mass.
					
	Fiber Imaging Technologies, Inc.	  	900,000 shares common stock, no par value	  	900,000	  	Integra Luxtec, Inc.	  	Mass.
					
	Cathtec Incorporated	  	200,000 shares common stock, $0.01 par value	  	200,000	  	Integra Luxtec, Inc.	  	Mass.
					
	CardioDyne, Inc.	  	200,000 shares common stock, $0.01 par value	  	200,000	  	Integra Luxtec, Inc.	  	Mass.








  

									
	 Company Name
	  	 Authorized Shares/Units
	  	 Issued
Shares/Units
	  	 Held By
	  	Jurisdiction of
Formation
	LXU Healthcare Inc. – Medical Specialty Products	  	3,000 shares common stock, $0.01 par value	  	3,000	  	Integra Luxtec, Inc.	  	Delaware
					
	BIMECO, Inc.	  	1,000 shares common stock, $1.00 par value	  	1,000	  	LXU Healthcare Inc. – Medical Specialty Products	  	Florida
					
	IsoTis, Inc.	  	100,000,000 shares common stock, $0.0001 par value; 10,000,000 shares preferred stock, $0.0001 par value	  	1,000 shares common stock	  	Integra LifeSciences Corporation	  	Delaware
					
	IsoTis International SA	  	 62,075,898
 CHF 1.00 par value
	  	62,075,898	  	IsoTis, Inc.	  	Switzerland
					
	IsoTis NV	  	 €2,000,000 shares,
 €0.04 par
value
	  	19,825,515	  	IsoTis International SA	  	Netherlands
					
	IsoTis T.E. Facility BV	  	 €90,000 shares
 €1.00 par
value
	  	18,000	  	IsoTis NV	  	Netherlands
					
	IsoTis OrthoBiologics Inc.	  	100,000,000, shares common stock, $1.00 par value; 10,000,000 shares preferred stock	  	8,766,584 shares common stock	  	IsoTis International SA	  	Washington
					
	Precise Dental Products, Ltd.	  	10,000 common stock	  	2,000	  	Integra LifeSciences Corporation	  	California
					
	Precision Dental International, Inc.	  	100,000 common stock	  	20,000	  	Integra LifeSciences Corporation	  	California
					
	Precise Dental Holding Corp.	  	2,000 shares without par value	  	50-2/3	  	Integra LifeSciences Corporation	  	New Jersey
					
	Precise Dental Internacional, S.A. de C.V.	  	50,000 shares, par value MN $1.00 (Mexican Peso)	  	49,500	  	Precise Dental Holding Corp. Precise Dental Products, Ltd.	  	Mexico
					
		  		  	500	  		  	
					
	Theken Spine, LLC	  	Membership interests only	  	0	  	Integra LifeSciences Corporation	  	Ohio
					
	Integra Neurosciences Pty Ltd.	  	Unlimited	  	100	  	Integra NeuroSciences Holdings B.V.	  	Australia
					
	Integra Neurosciences Pty Ltd.	  	Unlimited	  	100	  	Integra NeuroSciences Holdings B.V.	  	New
Zealand
					
	Minnesota Scientific, Inc.	  	1,000,000 shares common	  	941,722	  	Integra LifeSciences Corporation	  	Minnesota
					
	Integra Sales, Inc.	  	1,000 shares common, $0.01 par value	  	1,000	  	Integra LifeSciences Corporation	  	Delaware









									
	 Company Name
	  	 Authorized Shares/Units
	  	 Issued
Shares/Units
	  	 Held By
	  	Jurisdiction of
Formation
	Integra Euro Holdings, Inc.	  	2,000 common shares, $0.01 par value	  	313	  	J. Jamner Surgical Instruments, Inc.	  	Delaware
		  		  	28	  	Integra York PA, Inc.	  	
		  		  	669	  	Integra NeuroSciences (International), Inc.	  	
					
	Integra German Holdings GmbH	  	25,000 shares in the nominal amount of €1	  	25,000	  	Integra France Holdings SAS	  	Germany
					
	Integra France Holdings SAS	  	135,354,000 shares in the nominal amount of €0.937	  	135,354,000	  	Integra Euro Holdings, Inc.	  	France
					
	SeaSpine, Inc.	  	3,000 common shares, no par value	  	1,451	  	Integra LifeSciences Corporation	  	Delaware
					
	Ascension Orthopedics, Inc.	  	100 common shares, no par value	  	100	  	Integra LifeSciences Corporation	  	Delaware
					
	Confluent Surgical, Inc.	  	41,136,859 shares all classes; 6,500,000 shares common stock, $0.001 par value	  	88.02 shares common stock	  	Integra LifeSciences Corporation	  	Delaware
					
	Integra LifeSciences Sales LLC	  	Member interests only	  	Single interest	  	Integra LifeSciences Corporation	  	Delaware
					
	Ascension Orthopedics, Ltd	  	100 ordinary shares, £1.00 nominal value	  	100	  	Ascension Orthopedics Inc.	  	United
Kingdom
					
	Tarsus Medical Inc.	  	100 shares of common stock, no par value	  	100	  	Integra LifeSciences Corporation	  	Delaware
					
	Integra Japan K.K.	  	¥1,000 stated capital	  	1	  	Integra LifeSciences Corporation	  	Japan
					
	Integra LifeSciences Singapore Pte. Ltd.	  	1 share, SGD 1 nominal value	  	1	  	Integra LifeSciences Corporation	  	Singapore
					
	Integra (Shanghai) Distribution Consulting Co. Ltd.	  	Registered capital of USD 200,000	  	Registered Capital of USD 200,000	  	Integra LifeSciences Corporation	  	China
					
	ILS Financing (Ireland) Limited	  	1,000,000 common shares	  	1	  	Integra Euro Holdings, Inc.	  	Ireland

 Part (b). Other Equity Investments 

None (other than Minority Equity Interests). 
 Part (c).
Voting Trusts or Shareholder Agreements 
 None. 







 SCHEDULE 5.09 

CERTAIN STOCK ARRANGEMENTS 
  

	1.	As of June 23, 2014 options to purchase 1,438,080 shares of common stock of Integra LifeSciences Holdings Corporation are outstanding. 


 

	2.	As of June 23, 2014 contract stock grants covering 298,305 shares of common stock of Integra LifeSciences Holdings Corporation are outstanding. 


 

	3.	As of June 23, 2014 restricted stock units requiring Integra LifeSciences Holdings Corporation to issue 7,235 shares of common stock are outstanding. 


 

	4.	As of June 23, 2014 performance stock units covering 171,374 shares of common stock of Integra LifeSciences Holdings Corporation are outstanding. 








 SCHEDULE 5.13 

ENVIRONMENTAL MATTERS 

None. 







 SCHEDULE 5.14 

SECURITY DOCUMENTS 

UCC Financing Statements to be Filed 
  

			
	 Debtor
	  	 Filing Jurisdiction

	 Integra LifeSciences Holdings Corporation
	  	Delaware Secretary of State
		
	 Ascension Orthopedics, Inc.
	  	Delaware Secretary of State
		
	 Confluent Surgical, Inc.
	  	Delaware Secretary of State
		
	 EndoSolutions, Inc.
	  	Delaware Secretary of State
		
	 Integra Burlington MA, Inc.
	  	Delaware Secretary of State
		
	 Integra LifeSciences Corporation
	  	Delaware Secretary of State
		
	 Integra LifeSciences Sales LLC
	  	Delaware Secretary of State
		
	 Integra NeuroSciences (International), Inc.
	  	Delaware Secretary of State
		
	 Integra York PA, Inc.
	  	Delaware Secretary of State
		
	 J. Jamner Surgical Instruments, Inc.
	  	Delaware Secretary of State
		
	 SeaSpine, Inc.
	  	Delaware Secretary of State

 UCC Financing Statements to be Amended 

 

							
	 Debtor
	  	 Filing Jurisdiction
	  	 Filing Date
	  	 Filing Number

	 Integra LifeSciences Holdings Corporation
	  	Delaware Secretary of State	  	08-10-10	  	2010 2783755
				
	 Ascension Orthopedics, Inc.
	  	Delaware Secretary of State	  	11-21-11	  	2011 4468248
				
	 Confluent Surgical, Inc.
	  	Delaware Secretary of State	  	03-13-14	  	2014 0981787
				
	 EndoSolutions, Inc.
	  	Delaware Secretary of State	  	08-10-10	  	2010 2783821
				
	 Integra Burlington MA, Inc.

(f/k/a Integra Radionics, Inc.)
	  	Delaware Secretary of State	  	08-10-10
06-08-11	  	2010 2784332
2011 2185968
				
	 Integra LifeSciences Corporation
	  	Delaware Secretary of State	  	08-10-10	  	2010 2783920
				
	 Integra LifeSciences Sales LLC
	  	Delaware Secretary of State	  	11-13-12	  	2012 4369759
				
	 Integra NeuroSciences (International), Inc.
	  	Delaware Secretary of State	  	08-10-10	  	2010 2784084
				
	 Integra York PA, Inc.

(f/k/a/ Miltex, Inc.)
	  	Delaware Secretary of State	  	08-10-10
06-08-11	  	2010 2784837
2011 2186123
				
	 J. Jamner Surgical Instruments, Inc.
	  	Delaware Secretary of State	  	08-10-10	  	2010 2784530
				
	 SeaSpine, Inc.
	  	Delaware Secretary of State	  	07-21-11	  	2011 2822107








 SCHEDULE 5.16 

TRANSACTIONS WITH AFFILIATES 

Agreements with Affiliates 
  

	1.	Integra LifeSciences Corporation, a Loan Party, is a party to a lease agreement with Plainsboro Associates relating to a manufacturing facility in Plainsboro, New Jersey. Ocirne, Inc., a subsidiary of Provco Industries,
owns a 50% interest in Plainsboro Associates. Provco’s stockholders are trusts whose beneficiaries include the children of Dr. Caruso, the Chairman and a principal stockholder of Integra LifeSciences Holdings Corporation. Dr. Caruso
is the President of Provco Industries. 

 The lease agreement provides for two leases at the same property through
October 31, 2017 at an annual rate of $272,308.64 ($22,692.39 monthly). The lease agreement also provides a fifteen year option for Integra LifeSciences Corporation to extend the leases from November 1, 2017 through October 31, 2032
at an annual rate of $295,515 from November 1, 2017 through October 2027 for the fifteen year extension period. In addition, the lease provides for (i) a five-year renewal option in order to be able to extend the lease from November 2032
through October 2037 at the fair market rental rate of the premises and (ii) another five-year renewal option in order to be able to extend the lease from November 2037 through October 2042 at the fair market rental rate of the premises. 

 

	2.	The Borrower entered into an Equipment Lease Agreement with Medicus Corporation as of June 1, 2000. On March 1, 2010, the Company exercised an option to extend the lease agreement through March 31, 2012.
The initial June 2000 agreement was subsequently amended on June 29, 2010 to extend the term of the lease to March 31, 2022, with an option to renew through March 31, 2032. The sole stockholder of Medicus Corporation is Provco
Ventures I, LP, of which Dr. Caruso serves as partner and president. 

  

	3.	See the attached list of intercompany agreements outstanding as of June 26, 2014. 

 Intercompany
Loans 
  

	4.	Intercompany loans made from time to time under an Intercompany Investment and Pooling Agreement dated as of March 1, 2010 among Integra LifeSciences Shared Services (Ireland) Limited and the Pooling Participants.


  

	5.	Intercompany loans made from time to time under an Intercompany Investment and Pooling Agreement dated as of April 15, 2010 among Integra LifeSciences Corporation and the Pooling Participants. 


 

	6.	See the attached list of other intercompany loans outstanding as of June 30, 2014. 








  
 



 
 Outstanding IC Loans - Sort By Borrower Co # 

As of June 30, 2014 
  

																							
	 Ref
	  	Loan
Date	  	Maturity
Date	  	Repaid
Date	  	 Borrower
	  	Co #	  	 Lendor
	  	Co #	  	 	  	Amount	 	  	Interest Rate
	 H
	  	05.12.06	  	05.12.16	  		  	Integra LifeSciences Corporation	  	1115	  	Integra LifeSciences Holdings Corporation	  	1105	  	USD	  	$	101,000,000.00	  	  	8.75% annually
	 W
	  	05.07.07	  	05.07.17	  		  	Integra LifeSciences Corporation	  	1115	  	Integra LifeSciences Holdings Corporation	  	1105	  	USD	  	$	30,000,000.00	  	  	4.5% annually
	 X
	  	05.11.07	  	05.11.17	  		  	Integra LifeSciences Corporation	  	1115	  	Integra LifeSciences Holdings Corporation	  	1105	  	USD	  	$	4,000,000.00	  	  	4.5% annually
	 AG
	  	12.28.07	  	12.28.17	  		  	Integra LifeSciences Corporation	  	1115	  	Integra LifeSciences Holdings Corporation	  	1105	  	USD	  	$	4,112,500.00	  	  	4.5% annually
	 DD
	  	07.28.13	  	07.28.18	  		  	Integra LifeSciences Corporation	  	1115	  	Integra LifeSciences Holdings Corporation	  	1105	  	USD	  	$	14,205,812.00	  	  	4.75% annually
	 BV
	  	11.30.09	  	11.30.14	  		  	Integra LifeSciences Corporation	  	1115	  	Integra LifeSciences Holdings Corporation	  	1105	  	USD	  	$	12,500,000.00	  	  	6.5% annually
	 CJ
	  	10.19.10	  	10.19.15	  		  	Integra LifeSciences Corporation	  	1115	  	Integra LifeSciences Holdings Corporation	  	1105	  	USD	  	$	30,000,000.00	  	  	4.85% annually
	 CP
	  	09.23.11	  	09.23.21	  		  	Integra LifeSciences Corporation	  	1115	  	Integra LifeSciences Holdings Corporation	  	1105	  	USD	  	$	50,000,000.00	  	  	7.0% annually
	 DE
	  	09.01.13	  	09.01.18	  		  	Integra LifeSciences Corporation	  	1115	  	Integra LifeSciences Holdings Corporation	  	1105	  	USD	  	$	20,000,000.00	  	  	4.75% annually
	 DL
	  	01.15.14	  	01.15.19	  		  	Integra LifeSciences Corporation	  	1115	  	Integra LifeSciences Holdings Corporation	  	1105	  	USD	  	$	150,000,000.00	  	  	4.5% annually
		  		  		  		  		  		  		  		  		  	  
	  
	 	  	
		  		  		  		  		  		  		  		  		  	$	415,818,312.00	  	  	subtotal
		  		  		  		  		  		  		  		  		  	  
	  
	 	  	
	 AJ
	  	12.13.07	  	12.13.17	  		  	Integra LifeSciences Corporation	  	1115	  	LXU Healthcare, Inc	  	1250	  	USD	  	$	1,350,000.00	  	  	4.5% annual
	 CR
	  	10.27.11	  	10.26.14	  		  	Integra LifeSciences Corporation	  	1115	  	Isotis International SA	  	4710	  	CHF	  	 	CHF         3,750,840.00	  	  	2.00%
	 DB
	  	07.25.13	  	07.25.14	  		  	Integra LifeSciences Corporation	  	1115	  	Isotis International SA	  	4710	  	CHF	  	 	CHF            678,576.72	  	  	2.00%
	 DC
	  	10.11.13	  	10.11.14	  		  	Integra LifeSciences Corporation	  	1115	  	Isotis International SA	  	4710	  	CHF	  	 	CHF            862,493.84	  	  	2.00%
		  		  		  		  		  		  		  		  		  	  
	  
	 	  	
		  		  		  		  		  		  		  		  		  	 	CHF         5,291,910.56	  	  	
		  		  		  		  		  		  		  		  		  	  
	  
	 	  	
	 DA
	  	12.06.12	  	12.06.22	  		  	Integra LifeSciences Corporation	  	1115	  	Integra Euro Holdings Inc	  	1420	  	USD	  	$	32,504,288.20	  	  	6.00%
	 B
	  	12.22.04	  	12.22.14	  		  	J. Jamner Surgical Instruments, Inc.	  	1135	  	Integra LifeSciences Holdings Corporation	  	1105	  	USD	  	$	24,000,000.00	  	  	5% annually
	 CT
	  	12.21.11	  	12.21.16	  		  	Integra Cayman Islands Inc	  	1145	  	Integra LifeSciences NR Ireland Ltd	  	4440	  	USD	  	$	7,600,000.00	  	  	Libor + 3.5%
	 DJ
	  	03.30.14	  	03.30.19	  		  	Integra Luxtec	  	1245	  	Bimeco, Inc	  	1255	  	USD	  	$	14,020.87	  	  	4.5% Interest
	 DK
	  	03.30.14	  	03.30.19	  		  	Integra Luxtec	  	1245	  	LXU Healthcare, Inc	  	1250	  	USD	  	$	897,378.27	  	  	4.5% Interest
		  		  		  		  		  		  		  		  		  	  
	  
	 	  	
		  		  		  		  		  		  		  		  		  	$	911,399.14	  	  	subtotal
		  		  		  		  		  		  		  		  		  	  
	  
	 	  	
	 CE
	  	05.10.10	  	05.10.15	  		  	GMS mbh	  	4205	  	Integra LifeSciences Shared Services (Ireland) Ltd	  	4435	  	EUR	  	 	EUR 1,300,000.00	  	  	6.6% annually
	 CF
	  	05.10.10	  	05.10.15	  		  	Integra NeuroSciences GmbH	  	4225	  	Integra LifeSciences Shared Services (Ireland) Ltd	  	4435	  	EUR	  	 	EUR 1,300,000.00	  	  	6.6% annually
	 CO
	  	07.15.11	  	07.13.14	  		  	ILS Services Switzerland Ltd.	  	4230	  	Isotis International SA	  	4710	  	CHF	  	 	CHF         1,550,000.00	  	  	3.75% annually
	 CL
	  	11.23.10	  	11.23.17	  		  	Integra German Holdings GmbH	  	4250	  	Integra Euro Holdings Inc.	  	1420	  	EUR	  	 	EUR 35,729,000.00	  	  	7.5% annually
	 A
	  	12.21.04	  	01.03.15	  		  	Integra France Holdings SAS	  	4525	  	Integra Euro Holdings, Inc.	  	1420	  	EUR	  	 	EUR 20,000,000.00	  	  	5% annually
	 CM
	  	12.22.10	  	12.22.20	  		  	Integra France Holdings SAS	  	4525	  	Integra Euro Holdings Inc.	  	1420	  	EUR	  	 	EUR 42,000,000.00	  	  	7.5% annually
	 CU
	  	12.21.11	  	12.21.16	  		  	Integra NeuroSciences Holdings BV	  	4605	  	Integra LifeSciences NR Ireland Ltd	  	4440	  	USD	  	$	8,344,430.37	  	  	5.25% annully
	 DF
	  	11.19.13	  	11.19.15	  		  	Integra German Holdings GmbH	  	4250	  	Integra York PA Inc	  	1225	  	EUR	  	 	EUR 316,000.00	  	  	Euribor +3.5%
	 DI
	  	12.06.2013	  	12.06.22	  		  	Integra Euro Holdings Inc	  	1420	  	Integra LifeSciences Corporation	  	1115	  	USD	  	$	141,534.71	  	  	6.00%

  

  

					
		  	Intercompany Loans_IART_06.30.2014.xlsxIntercompany Loans_IART_06.30.2014.xlsxOutstanding Loans	  	1 of 1









 Intercompany Agreements 

 

											
	 Agreement Type
	  	 Company
	  	 Provider
	  	 	  	Effective Date	  	Matter Number
	 Distributor Agreement
	  	Integra LifeSciences (Ireland) Ltd.	  	Integra NeuroSciences GmbH	  	Integra LifeSciences (Ireland) Ltd to Integra	  	1/1/2008	  	INT-09-0028
		  		  		  	Neuro Gmbh Dist Agrmt 1.1.08	  		  	
						
	 Distributor Agreement
	  	GMS	  	Integra NeuroSciences GmbH	  	GMS to Integra Neuro Gmbh Dist Agrmt	  	1/1/2008	  	INT-09-0026
		  		  		  	1.1.08	  		  	
						
	 Distributor Agreement
	  	Inegra LifeSciences (Ireland) Ltd	  	Integra LifeSciences Sales (Ireland) Limited	  	Integra LifeSciences (Ireland) Ltd to Integra	  	1/1/2008	  	INT-09-0027
		  		  		  	LifeSciences Sales (Ireland) Dist Agrmt	  		  	
		  		  		  	1.1.08.pdf	  		  	
						
	 Distributor Agreement
	  	Integra NeuroSciences Implants France SA	  	Integra LifeSciences Corporation	  	Integra Neuro Implants France to ILS Corp	  	1/1/2008	  	INT-09-0029
		  		  		  	Dist Agrmt 1.1.08	  		  	
						
	 Distributor Agreement
	  	Integra LifeSciences (Ireland) Ltd.	  	Integra LifeSciences Corporation	  	PNC Bank, National Association, Global	  	1/1/2008	  	INT-09-0030
		  		  		  	Multilateral Netting Agreement	  		  	
						
	 Distributor Agreement
	  	GMS	  	Integra LifeSciences Corporation	  	GMS to ILS Corp Dist Agrmt 1.1.08	  	1/1/2008	  	INT-09-0031
						
	 Distributor Agreement
	  	Newdeal SAS	  	Canada Microsurgical ULC	  	Newdeal SAS to Canada Microsurgical Dist	  	1/1/2008	  	INT-09-0032
		  		  		  	Agrmt 1.1.08	  		  	
						
	 Distributor Agreement
	  	Newdeal SAS	  	Integra LifeSciences Corporation	  	Newdeal SAS to ILS Corp Dist Agrmt 1.1.08.	  	1/1/2008	  	INT-09-0033
						
	 Distributor Agreement
	  	Integra LifeSciences Corporation	  	Integra LifeSciences Switzerland Limited	  	ILS Corp to ILS Services Switzerland Ltd Dist	  	1/1/2008	  	INT-09-0034
		  		  		  	Agrmt 1.1.08	  		  	
						
	 Distributor Agreement
	  	Integra LifeSciences Corporation	  	Integra LifeSciences Sales (Ireland) Limited	  	ILS Corp to Integra LifeSciences Sales	  	1/1/2008	  	DISE-09-0024
		  		  		  	(Ireland) Dist Agrmt 1.1.08	  		  	
						
	 Distributor Agreement
	  	Integra LifeSciences Corporation	  	Integra LS Benelux NV	  	ILS Corp to Integra LS (Benelux) NV Dist	  	1/1/2008	  	INT-09-0036
		  		  		  	Agrmt 1.1.08	  		  	
						
	 Distributor Agreement
	  	Integra LifeSciences Corporation	  	Integra LifeSciences Services (France) SAS	  	ILS Corp to Integra LifeSciences Services	  	1/1/2008	  	DISE-09-0026
		  		  		  	(France) Dist Agrmt 1.1.08	  		  	
						
	 Distributor Agreement
	  	Integra Radionics, Inc.	  	Integra LS Benelux NV	  	Integra Radionics to Integra LS (Benelux)	  	1/1/2008	  	INT-09-0038
		  		  		  	NV Dist Agrmt 1.1.08	  		  	
						
	 Distributor Agreement
	  	Integra ME GmbH	  	Integra NeuroSciences, Ltd.	  	Integra ME Gmbh to Integra NeuroSciences	  	1/1/2008	  	INT-09-0039
		  		  		  	Ltd Dist Agrmt 1.1.08	  		  	
						
	 Distributor Agreement
	  	GMS	  	ILS Services Switzerland Ltd.	  	GMS to ILS Services Switzerland ltd Dist	  	1/1/2008	  	INT-09-0040
		  		  		  	Agrmt 1.1.08	  		  	
						
	 Distributor Agreement
	  	Integra LifeSciences (Ireland) Ltd.	  	ILS Services Switzerland Ltd.	  	Integra LifeSciences (Ireland) Ltd to ILS	  	1/1/2008	  	INT-09-0042
		  		  		  	Services Switzerland Ltd Dist Agrmt 1.1.08	  		  	
						
	 Distributor Agreement
	  	Integra LifeSciences (Ireland) Ltd.	  	Integra LS Benelux NV	  	Integra LifeSciences (Ireland) Ltd to Integra	  	1/1/2008	  	INT-09-0041
		  		  		  	LS (Benelux) NV Dist Agrmt 1.1.08	  		  	
						
	 Distributor Agreement
	  	Newdeal SAS	  	Integra LS Benelux NV	  	Newdeal to Integra LS (Benelux) NV Dist	  	1/1/2008	  	INT-09-0043
		  		  		  	Agrmt 1.1.08	  		  	
						
	 Distributor Agreement
	  	Integra LifeSciences Corporation	  	Integra NeuroSciences Ltd.	  	ILS Corp to Integra NeuroSciences Ltd Dist	  	1/1/2008	  	INT-09-0044
		  		  		  	Agrmt 1.1.08	  		  	









											
	 Distributor Agreement
	  	Integra NeuroSciences Ltd.	  	Intefra LifeSciences Corporation	  	Integra NeuroSciences Ltd to ILS Corp Dist	  	1/1/2008	  	INT-09-0045
		  		  		  	Agrmt 1.1.08	  		  	
						
	 Distributor Agreement
	  	Integra NeuroSciences Ltd.	  	Integra NeuroSciences GmbH	  	Integra NeuroSciences Ltd to Integra Neuro	  	1/1/2008	  	INT-09-0046
		  		  		  	GmbH Dist Agrmt 1.1.08	  		  	
						
	 Distributor Agreement
	  	Integra NeuroSciences Implants France SA	  	Integra NeuroSciences GmbH	  	Integra NeuroSciences Implants (France) to	  	1/1/2008	  	INT-09-0047
		  		  		  	Integra Neuro GmbH Dist Agrmt 1.1.08	  		  	
						
	 Distributor Agreement
	  	Integra NeuroSciences Ltd.	  	ILS Services Switzerland Ltd.	  	Integra NeuroSciences Ltd to ILS Services	  	1/1/2008	  	INT-09-0048
		  		  		  	Switzerland Ltd Dist Agrmt 1.1.08	  		  	
						
	 Distributor Agreement
	  	Integra NewuoSciences Ltd	  	Integra LifeSciences Services (France) SAS	  	Integra NeuroSciences Ltd to Integra	  	1/1/2008	  	INT-09-0049
		  		  		  	LifeSciences Services (France) Dist Agrmt	  		  	
		  		  		  	1.1.08	  		  	
						
	 Distributor Agreement
	  	Integra NeuroSciences Implants (France) SA	  	Integra LS Benelux NV	  	Integra NeuroSciences Implants (France) to	  	1/1/2008	  	DISE-09-0040
		  		  		  	Integra LS (Benelux) NV Dist Agrmt 1.1.08	  		  	
						
	 Services Agreement
	  	J. Jamner Surgical Instruments, Inc.	  	Jarit Instruments Inc. & Co. KG	  	J. Jamner Surgical Instruments Inc. and Jarit	  	1/1/2004	  	SVC-09-0009
		  		  		  	Instruments Inc. & Co. KG 10-01-04 -	  		  	
		  		  		  	Intercompany Agreement	  		  	
						
	 Distributor Agreement
	  	Integra NeuroSciences Ltd.	  	Integra LS Benelux NV	  	Integra NeuroSciences Ltd to Integra LS	  	1/1/2008	  	INT-09-0003
		  		  		  	(Benelux) NV Dist Agrmt 1.1.08	  		  	
						
	 Distributor Agreement
	  	Integra LifeSciences (Ireland) Ltd.	  	Integra NeuroSciences Ltd.	  	Integra LifeSciences (Ireland) Ltd to Integra	  	1/1/2008	  	INT-09-0004
		  		  		  	NeuroSciences Ltd Dist Agrmt 1.1.08	  		  	
						
	 Distributor Agreement
	  	Integra NeuroSciences Implants (France) SA	  	ILS Services Switzerland Ltd.	  	Integra NeuroSciences Implants (France) to	  	1/1/2008	  	INT-09-0005
		  		  		  	ILS Services Switzerland Ltd Dist Agrmt	  		  	
		  		  		  	1.1.08	  		  	
						
	 Distributor Agreement
	  	Integra LifeSciences (Ireland) Ltd.	  	Integra LifeSciences Services (France) SAS	  	Integra LifeSciences (Ireland) Ltd to Integra	  	1/1/2008	  	INT-09-0006
		  		  		  	LifeSciences Services (France) Dist Agrmt	  		  	
		  		  		  	1.1.08	  		  	
						
	 Distributor Agreement
	  	Integra NeuroSciences Implants (France) SA	  	Integra LifeSciences Services (France) SAS	  	Integra NeuroSciences Implants (France) to	  	1/1/2008	  	INT-09-0007
		  		  		  	Integra LifeSciences Services (France) Dist	  		  	
		  		  		  	Agrmt 1.1.08	  		  	
						
	 Distributor Agreement
	  	GMS	  	Integra NeuroSciences Limited	  	GMS to Integra NeuroSciences Ltd Dist	  	1/1/2008	  	INT-09-0008
		  		  		  	Agrmt 1.1.08	  		  	
						
	 Distributor Agreement
	  	Integra Radionics, Inc.	  	ILS Services Switzerland Ltd.	  	Integra Radionics to ILS Services	  	1/1/2008	  	INT-09-0009
		  		  		  	Switzerland Ltd Dist Agrmt 1.1.08	  		  	
						
	 Distributor Agreement
	  	Integra LifeSciences Corporation	  	Integra NeuroSciences GmbH	  	ILS Corp to Integra NeuroSciences GmbH	  	1/1/2008	  	INT-09-0010
		  		  		  	Dist Agrmt 1.1.08	  		  	
						
	 Distributor Agreement
	  	Integra Luxtec, Inc.	  	Integra LifeSciences Corporation	  	Integra Luxtec to ILS Corp Dist Agrmt 1.1.08	  	1/1/2008	  	INT-09-0011
						
	 Distributor Agreement
	  	Integra Radionics, Inc.	  	Canada Microsurgical ULC	  	Integra Radionics to Canada Microsurgical	  	1/1/2008	  	INT-09-0012
		  		  		  	Dist Agrmt 1.1.08	  		  	
						
	 Distributor Agreement
	  	J. Jamner Surgical Instruments, Inc.	  	Canada Microsurgical ULC	  	J.Jamner Surgical Instr to Canada	  	1/1/2008	  	INT-09-0013
		  		  		  	Microsurgical Dist Agrmt 1.1.08	  		  	









											
	Distributor Agreement	  	Integra LifeSciences Corporation	  	IsoTis OrthoBiologics, Inc.	  	Distribution agreement ILS Corporation (IP	  	1/1/2008	  	INT-09-0014
		  		  		  	Owner) /Isotis Orthobiologics (Distributor)	  		  	
		  		  		  	Distribution of Integra Mozaik by Isotis	  		  	
						
	Distributor Agreement	  	Newdeal SAS	  	Integra LifeSciences Services (France) SAS	  	Newdeal to Integra LifeSciences Services	  	1/1/2008	  	INT-09-0015
		  		  		  	(France) Dist Agrmt 1.1.08	  		  	
						
	Distributor Agreement	  	Newdeal SAS	  	ILS Services Switzerland Ltd.	  	Newdeal to ILS Services Switzerland Ltd Dist	  	1/1/2008	  	INT-09-0016
		  		  		  	Agrmt 1.1.08	  		  	
						
	Distributor Agreement	  	GMS	  	Integra LifeSciences Services (France) SAS	  	GMS to Integra LifeSciences Services	  	1/1/2008	  	INT-09-0017
		  		  		  	(France) Dist Agrmt 1.1.08	  		  	
						
	Distributor Agreement	  	GMS	  	Integra LS Benelux NV	  	GMS to Integra LS (Benelux) NV Dist Agrmt 1.1.08	  	1/1/2008	  	INT-09-0018
						
	Quality Agreement	  	Integra LifeSciences (Ireland) Ltd.	  	Integra NeuroSciences Ltd.	  	Integra LifeSciences (Ireland) Ltd to Integra	  	1/1/2008	  	INT-09-0019
		  		  		  	NeuroSciences Ltd Quality Agrmt 1.1.08	  		  	
						
	Quality Agreement	  	Integra LifeSciences (Ireland) Ltd.	  	Integra Radionics, Inc.	  	Integra LifeSciences (Ireland) Ltd to Integra	  	1/1/2008	  	INT-09-0020
		  		  		  	Radionics Quality Agrmt 1.1.08	  		  	
						
	Quality Agreement	  	Integra LifeSciences (Ireland) Ltd.	  	Integra CI, Inc.	  	Integra LifeSciences (Ireland) Ltd to Integra	  	1/1/2008	  	INT-09-0021
		  		  		  	CI Quality Agrmt 1.1.08	  		  	
						
	Distributor Agreement	  	GMS	  	 Integra LifeSciences Corporation

(Termination)
	  	 GMS to ILS Corp Termination of Dist Agrmt

12.31.07
	  	12/31/2007	  	INT-09-0022
						
	License Agreement	  	Integra LifeSciences NR Ireland Ltd.	  	Integra LifeSciences (Ireland) Ltd	  	 Integra LifeSciences NR Ireland Ltd to

Integra LifeSciences (Ireland) Ltd

License Agrmt 1.1.08
	  	1/1/2008	  	INT-09-0023
						
	Contract R&D Agreement	  	Integra LifeSciences Corporation	  	GMS	  	 ILS Corp to GMS Contract R&D Agrmt

1.1.08
	  	1/1/2008	  	INT-09-0024
						
	Contract R&D Agreement	  	Integra LifeSciences NR Ireland Ltd.	  	Integra Radionics, Inc.	  	Integra LifeSciences NR Ireland to Integra	  	1/1/2008	  	INT-09-0025
		  		  		  	Radionics Contract R&D Agrmt 1.1.08	  		  	
						
	Services Agreement	  	Integra LifeSciences Corporation	  	Integra Sales, Inc.	  	 ILS Corp to Integra Sales Inc -Services

Agreement 1-1-08
	  	1/1/2008	  	INT-09-0035
						
	Quality Agreement	  	Integra LifeSciences (Ireland) Ltd.	  	Integra Radionics, Inc.	  	ILS Ireland Limited and Integra Radionics -	  	7/9/2008	  	INT-09-0037
		  		  		  	Quality Agreement for Cusa Products 7-9-08	  		  	
						
	Toll Processing Agreement	  	Integra LifeSciences (Ireland) Ltd.	  	Integra CI, Inc.	  	 Integra LifeSciences (Ireland) Ltd to Integra

CI Toll Processing Agrmt 1.1.08
	  	1/1/2008	  	INT-09-0050
						
	Toll Processing Agreement	  	Integra LifeSciences (Ireland) Ltd.	  	Integra NeuroSciences Limited	  	 Integra LifeSciences (Ireland) Ltd to Integra

NeuroSciences Ltd Toll

Processing Agrmt 1.1.09
	  	1/1/2008	  	INT-09-0051
						
	Toll Processing Agreement	  	Integra LifeSciences (Ireland) Ltd.	  	Integra Radionics, Inc.	  	 Integra LifeSciences (Ireland) Ltd

to Integra Radionics Toll Processing Agrmt

1.1.08
	  	1/1/2008	  	INT-09-0052









											
	Services Agreement	  	 GMS-ILS Services Switzerland Ltd.-Integra

Lifesciences (Ireland) Ltd.-Integra

LifeSciences Corporation-Integra

LifeSciences Sales (Ireland) Ltd.-Integra

LifeSciences Services (France) SAS-Integra

LS (Benelux) NV-Integra ME GmbH-Integra

Neurosciences GmbH-Integra

Neurosciences Holdings B.V.-Integra

Neurosciences Implants (France) SA-Integra

Neurosciences Limited-Isotis International

SA-Jarit Instruments Inc. & Co. KG-Newdeal

SAS-
	  	 Integra LifeSciences Shared Services

(Ireland) Limited
	  	 Integra LifeSciences Shared Services

(Ireland) Ltd Shared Svcs Agrmt 1.1.08
	  	12/22/2008	  	INT-09-0053
						
	Services Agreement	  	ILS Services Switzerland Ltd.	  	Integra LifeSciences Shared Services	  	Integra LifeSciences Shared Services	  	12/16/2008	  	INT-09-0054
						
	(Ireland) Limited	  		  		  	(Ireland) Subordination of Claim Agrmt 12-	  		  	
		  		  		  	16-08	  		  	
						
	Services Agreement	  	Integra NeuroSciences Limited	  	Integra LifeSciences Corporation	  	Integra NeuroSciences Ltd to ILS Corp	  	1/1/2008	  	INT-09-0055
		  		  		  	Service Agrmt 1.1.08	  		  	
						
	Services Agreement	  	J. Jamner Surgical Instrumements, Inc.	  	Jarit Instruments Inc. & Co. KG	  	J. Jamner Surgical to Jarit Instruments KG	  	10/1/2004	  	INT-09-0056
		  		  		  	Services Agrmt 10.1.04	  		  	
						
	Services Agreement	  	J. Jamner Surgical Instruments, Inc.	  	Integra Sales, Inc.	  	J.Jammer Surgical Instruments to Integra	  	1/1/2008	  	INT-09-0057
		  		  		  	Sales Services Agrmt 1-1-08	  		  	
						
	Services Agreement	  	Integra Radionics, Inc.	  	Integra LifeSciences Corporation	  	 ILS Corp to Integra Radionics - Services

Agreement 1.1.08
	  	1/1/2008	  	INT-09-0059
						
	Services Agreement	  	J. Jamner Surgical Instruments, Inc.	  	Integra LifeSciences Corporation	  	 ILS Corp to J. Jamner Surgical Instruments Inc.

Services Agreement 1.1.08
	  	1/1/2008	  	INT-09-0060
						
	Services Agreement	  	Integra NeuroSciences Limited	  	Integra LifeSciences Corporation	  	 ILS Corp to Integra NeuroSciences Ltd

Services Agreement 1.1.08
	  	1/1/2008	  	INT-09-0061
						
	Services Agreement	  	Minnesota Scientific, Inc.	  	Integra Sales, Inc.	  	 Minnesota Scientific to Integra Sales

Services Agrmt 1.1.09
	  	1/1/2009	  	INT-09-0062
						
	Contract Manufacturing Agreement	  	Integra LifeSciences Corporation	  	Integra CI, Inc.	  	 ILS Corp to Integra CI Contract Mfg Agrmt

1.1.08
	  	1/1/2008	  	INT-09-0063
						
	Contract Manufacturing Agreement	  	Integra NeuroSciences Implants (France) SA	  	Integra CI, Inc.	  	Integra NeuroSciences Implants (France) to	  	1/1/2008	  	INT-09-0064
		  		  		  	Integra CI Contract Mfg Agrmt 1.1.08	  		  	
						
	Contract Manufacturing Agreement	  	Integra NeuroSciences Limited	  	Integra NeuroSciences Implants (France) SA	  	Integra NeuroSciences Ltd to Integra	  	1/1/2008	  	INT-09-0065
		  		  		  	 NeuroSciences Implants (France) Contract

Mfg Agrmt 1.1.08
	  		  	
						
	Contract Manufacturing Agreement	  	Integra LifeSciences Corporation	  	Integra NeuroSciences Limited	  	 ILS Corp to Integra NeuroSciences Ltd

Contract Mfg Agrmt 1.1.08
	  	1/1/2008	  	INT-09-0066
						
	Contract Manufacturing Agreement	  	Integra LifeSciences Corporation	  	Integra NeuroSciences Implants (France) SA	  	 ILS Corp to Integra NeuroSciences Implants

(France) Contract
 Mfg Agrmt 1.1.08
	  	1/1/2008	  	INT-09-0067
						
	Contract Manufacturing Agreement	  	Miltex, Inc.	  	Precise Dental Internacional, SA de C.V.	  	 Miltex, Inc. to Precise Dental Internacional,

SA De CV Toll Processing

Agrmt 11.10.08
	  	1/1/2008	  	INT-09-0068









											
	Distributor Agreement	  	Integra LifeSciences (Ireland) Ltd.	  	Integra Neurosciences Pty. Limited	  	Integra LifeSciences (Ireland) Ltd to Integra	  	1/1/2009	  	INT-09-0069
		  		  		  	 Neurosciences Pty Ltd (AUS) Dist

Agrmt 1.1.09
	  		  	
						
	Services Agreement	  	Integra Neurosciences Implants (France) SA,	  	Integra NeuroSciences Limited	  	Integra NeuroSciences Ltd (multiparty)	  	1/1/2010	  	INT-10-0001
		  	Integra Neurosciences Services (France)	  		  	Service Agrmt 1.1.10	  		  	
		  	SAS, ILS Services Switzerland Limited,	  		  		  		  	
		  	Integra LS (Benelux) NV,	  		  		  		  	
						
	Quality Agreement	  	Newdeal SAS	  	Integra LifeSciences Services (France) SAS	  	Quality Agreement for Logistic Services -	  	12/1/2009	  	INT-11-0001
		  		  		  	 Newdeal and ILS Services France

Dec 1, 2009
	  		  	
						
	Services Agreement	  	Jarit GmbH	  	Integra German Holdings GmbH	  	Jarit GmbH to Integra German Holdings	  	1/1/2011	  	INT-11-0002
		  		  		  	GmbH Intercompany Services Agreement	  		  	
						
	Services Agreement	  	Miltex GmbH	  	Integra German Holdings GmbH	  	Miltex GmbH to Integra German Holdings	  	1/1/2011	  	INT-11-0003
		  		  		  	GmbH Intercompany Service Agreement	  		  	
						
	Netting Arrangement Agreement	  	Integra LifeSciences Corporation	  	Integra LifeSciences Corporation, J. Jamner	  	Netting Arrangement	  	9/9/2010	  	INT-11-0005
		  		  	Surgical Instruments, Inc., Integra CI, Inc.,	  		  		  	
		  		  	Integra Radionics, Inc., Canada	  		  		  	
		  		  	MicroSurgical ULC, Integra Neurosciences	  		  		  	
		  		  	Limited, GMS, Integra Neurosciences	  		  		  	
		  		  	GmbH, Integra LifeSciences Services	  		  		  	
		  		  	(France) SAS, ILS Services Switzerland Ltd.,	  		  		  	
		  		  	Integra LifeSciences (Ireland) Limited,	  		  		  	
		  		  	Integra LifeSciences Sales (Ireland) Limited,	  		  		  	
		  		  	Integra LifeSciences Shared Services	  		  		  	
		  		  	(Ireland) Limited, Integra LifeSciences NR	  		  		  	
		  		  	(Ireland) Limited, Integra Neurosciences	  		  		  	
		  		  	Implants (France) SA, Newdeal SAS, Integra	  		  		  	
		  		  	Neurosciences Pty Ltd (Australia), Integra	  		  		  	
		  		  	(Benelux) NV, Isotis International SA	  		  		  	









											
	Global Multilateral Netting Agreement	  	Integra LifeSciences Corporation	  	PNC Bank, National Association, Integra	  	PNC Bank, National Association, Global	  	9/9/2010	  	INT-11-0006
		  		  	LifeSciences Corporation, J. Jamner Surgical	  	Multilateral Netting Agreement	  		  	
		  		  	Instruments, Inc., Integra CI, Inc., Integra	  		  		  	
		  		  	Radionics, Inc., Canada MicroSurgical ULC,	  		  		  	
		  		  	Integra Neurosciences Limited, GMS,	  		  		  	
		  		  	Integra Neurosciences GmbH, Integra	  		  		  	
		  		  	LifeSciences Services (France) SAS, ILS	  		  		  	
		  		  	Services Switzerland Ltd., Integra	  		  		  	
		  		  	LifeSciences (Ireland) Limited, Integra	  		  		  	
		  		  	LifeSciences Sales (Ireland) Limited, Integra	  		  		  	
		  		  	LifeSciences Shared Services (Ireland)	  		  		  	
		  		  	Limited, Integra LifeSciences NR (Ireland)	  		  		  	
		  		  	Limited, Integra Neurosciences Implants	  		  		  	
		  		  	(France) SA, Newdeal SAS, Integra	  		  		  	
		  		  	Neurosciences Pty Ltd (Australia), Integra	  		  		  	
		  		  	(Benelux) NV, Isotis International SA,	  		  		  	
						
	Services Agreement	  	Miltex GmbH	  	Integra German Holdings GmbH	  	Integra German Holdings GmbH and Miltex	  	1/1/2011	  	INT-11-0008
		  		  		  	GmbH Services Agreement	  		  	
						
	Services Agreement	  	Miltex GmbH	  	Integra German Holdings GmbH	  	Integra German Holdings GmbH and Miltex	  	1/3/2011	  	INT-11-0009
		  		  		  	GmbH Amendment to Services Agreement	  		  	
						
	Services Agreement	  	Integra Neurosciences Implants (France)	  	Integra NeuroSciences Limited	  	Integra NeuroSciences Limited, UK Services	  	1/1/2010	  	INT-11-0012
		  	SAS, Integra LifeSciences Services (France)	  		  	Agreement eith Integra NeuroSciences	  		  	
		  	SAS, ILS Services Switzerland Ltd, Integra LS	  		  	Implants (France) SS and SAS;ILS Services	  		  	
		  	(Benelux) NV	  		  	Switzerland Ltd and Integra LS (Benelux) NV	  		  	
						
	Services Agreement	  	Integra NeuroSciences GmbH	  	Integra LifeSciences Corporation	  	Integra LifeSciences Corporation (Service	  	1/1/2009	  	INT-11-0013
		  		  		  	Provider) to Integra GmbH - Services	  		  	
		  		  		  	Agreement 01.01.2009	  		  	
						
	Services Agreement	  	Integra York PA, Inc.	  	Miltex GmbH	  	Services Agreement dated 1 1 12 between	  	1/1/2012	  	INT-11-0014
		  		  		  	Integra York Pa and Miltex GmbH	  		  	
						
	Contract Manufacturing Agreement	  	Integra LifeSciences Corporation	  	Integra Burlington MA, Inc.	  	Integra LifeSciences Corp to Integra	  	3/1/2011	  	INT-12-0002
		  		  		  	Burlington MA Contract Manufacturing	  		  	
		  		  		  	Agreement	  		  	
						
	Repair and Service Agreement	  	Integra LifeSciences Corporation	  	Integra Burlington MA, Inc.	  	Integra LifeSciences Corp to Integra	  	3/1/2011	  	INT-12-0003
		  		  		  	Burlington MA Repair Agreement	  		  	
						
	Contract Manufacturing Agreement	  	Gesellschaft fur medizinische Sondertechnik	  	Integra NeuroSciences Implants (France) SA	  	GMS (IP Owner) to Integra Neurosciences	  	1/1/2012	  	INT-12-0005
		  	mbH	  		  	Implants (France) (Contract Manufacturer)	  		  	
		  		  		  	Contract Manufacturing Agreement	  		  	
						
	Distributor Agreement	  	IsoTis OrthoBiologics, Inc.	  	IsoTis International SA	  	IsoTis Orthobiologics to IsoTis International	  	1/1/2012	  	INT-12-0006
		  		  		  	SA Distribution Agreement	  		  	









											
	Distributor Agreement	  	EndoSolutions, Inc.	  	Integra York PA, Inc.	  	EndoSolutions to Integra York Distribution	  	7/1/2011	  	INT-12-0010
		  		  		  	Agreement	  		  	
						
	Services Agreement	  	J. Jamner Surgical Instruments, Inc.	  	Integra York PA, Inc.	  	J. Jamner Surgical Instruments to Integra	  	3/1/2011	  	INT-12-0012
		  		  		  	York Services Agreement	  		  	
						
	Services Agreement	  	Newdeal SAS	  	Integra LS (Benelux) NV	  	Services Agreement between ILS LS Benelux	  	1/1/2012	  	INT-12-0015
		  		  		  	NV and Newdeal SAS, January 1, 2012	  		  	
						
	Distributor Agreement	  	Integra LifeSciences Corporation	  	Integra York PA, Inc.	  	ILS Corporation (Service Provider) Integra	  	7/1/2011	  	INT-12-0018
		  		  		  	York PA, Inc. (Company): Distributor	  		  	
		  		  		  	Agreement	  		  	
						
	Contract Manufacturing Agreement	  	Integra LifeSciences Corporation	  	Integra LifeSciences (Ireland) Ltd	  	ILS Ireland (Tullamore) (Service Provider)	  	1/1/013	  	INT-12-0023
		  		  		  	and ILS Corporation - Contract	  		  	
		  		  		  	Manufacturing Agreement for Camino	  		  	
		  		  		  	monitors	  		  	
						
	License Agreement	  	Integra Luxtec, Inc.	  	Integra LifeSciences Corporation	  	License Agreement - Integra Luxtec, Inc.	  	3/1/2011	  	INT-12-0025
		  		  		  	and Integra LifeSCiences Corporation -	  		  	
		  		  		  	March 1, 2011	  		  	
						
	Services Agreement	  	Integra LifeSciences Corporation	  	Integra LifeSciences Singapore Pte. Ltd.	  	Integra (Singapore) (Service Provider) and	  	7/1/2013	  	INT-12-0029
		  		  		  	ILS Corp (Company): Service Agreement	  		  	
		  		  		  	marketing and product support	  		  	
						
	First Amendment to Services Agreement	  	Integra York PA, Inc.	  	Miltex GmbH	  	Intercompany Agreement - Amendment -	  	8/1/2012	  	INT-12-0030
		  		  		  	Miltex GmbH and Integra York - August	  		  	
		  		  		  	2012	  		  	
						
	Services Agreement	  	Integra LifeSciences Corporation	  	Integra (Shanghai) Consulting Distribution	  	Integra (Shanghai) (Service Provider) and	  	1/1/2013	  	INT-12-0031
		  	Co. Ltd.	  		  	ILS Corp (Company): Service Agreement	  		  	
		  		  		  	marketing and product support	  		  	
						
	Services Agreement	  	Integra (Shanghai) Consulting Distribution	  	Integra LifeSciences Corporation	  	ILS Corp (Service Provider) and Integra	  	1/1/2013	  	INT-12-0033
		  	Co. Ltd.	  		  	Shanghai (Company) entity formation, legal	  		  	
		  		  		  	and tax services, etc.	  		  	
						
	Services Agreement	  	Integra LifeSciences Singapore Pte. Ltd.	  	Integra LifeSciences Corporation	  	Integra LifeSciences Corporation (Service	  	7/1/2013	  	INT-12-0035
		  		  		  	Provider) to Integra Singapore (Company);	  		  	
		  		  		  	entity formation, legal and tax services, etc.	  		  	
						
	Distributor Agreement	  	Ascension Orthopedics, Inc.	  	Integra LifeSciences Corporation	  	ILS Corporation and Ascension Orthopedics,	  	2/1/2012	  	INT-12-0041
		  		  		  	Inc. Distribution Agreement - 12/31/12	  		  	
						
	Distributor Agreement	  	SeaSpine, Inc.	  	Integra LifeSciences Corporation	  	ILS Corporation and SeaSpine, Inc.	  	10/15/2012	  	INT-12-0042
		  		  		  	Distribution Agreement - 12/31/12	  		  	
						
	License Agreement	  	Theken Spine, LLC	  	Integra LifeSciences Corporation	  	Theken Spine, LLC and Integra LifeSciences	  	11/1/2012	  	INT-12-0043
		  		  		  	Corporation License Agreement -12/31/12	  		  	
						
	Distributor Agreement	  	Integra LifeSciences Corporation	  	Integra LifeSciences Sales, LLC	  	Integra LifeSciences Sales LLC and Integra	  	12/15/2012	  	INT-12-0044
		  		  		  	LifeSciences Corp Distribution Agreement -	  		  	
		  		  		  	12/31/12	  		  	









											
	Distributor Agreement	  	J. Jamner Surgical Instruments	  	Integra LifeSciences Sales, LLC	  	Integra LifeSciences Sales LLC and J. Jamner	  	12/15/2012	  	INT-12-0045
		  		  		  	Surgical Instruments, Inc. Distribution	  		  	
		  		  		  	Agreement - 12/31/12	  		  	
						
	Distributor Agreement	  	Integra York PA, Inc.	  	Integra LifeSciences Sales, LLC	  	Integra LifeSciences Sales LLC and INtegra	  	12/15/2012	  	INT-12-0046
		  		  		  	York, PA, Inc Distribution AGreement -	  		  	
		  		  		  	12/31/12	  		  	
						
	Services Agreement	  	Integra LifeSciences Sales, LLC	  	Integra LifeSciences Corporation	  	Integra LifeSciences Corporation and	  	8/1/2012	  	INT-12-0047
		  		  		  	Integra LifeSciences Sales LLC Services	  		  	
		  		  		  	Agreement - 12/31/12	  		  	
						
	Interim Services Agreement	  	Integra LifeSciences Sales, LLC	  	J. Jamner Surgical Instruments, Inc.	  	J. Jamner Surgical Instruments, Inc. and	  	1/1/2013	  	INT-12-0048
		  		  		  	Integra LifeSciences Sales LLC Services	  		  	
		  		  		  	Agreement - 12/31/12	  		  	
						
	Interim Services Agreement	  	Integra LifeSciences Sales, LLC	  	Integra York PA, Inc.	  	Integra York P, Inc and Integra LifeSciences	  	1/1/2013	  	INT-12-0049
		  		  		  	Sales LLC Services Agreement	  		  	
						
	Interim Services Agreement	  	Integra LifeSciences Sales, LLC	  	Integra LifeSciences Corporation	  	Integra LifeSciences Corporation and	  	1/1/2013	  	INT-12-0050
		  		  		  	Integra LifeSciences Sales LLC Services	  		  	
		  		  		  	Agreement (IT, Treasury, Tax, Legal, HR,	  		  	
		  		  		  	Accounting) - 12/31/12	  		  	
						
	Distributor Agreement	  	Integra NeuroSciences Implants France SA	  	Integra NeuroSciences Limited	  	Integra NeuroSciences Implants (Biot,	  	1/1/2008	  	INT-12-0053
		  		  		  	France) (IP Owner) - Integra NeuroSciences	  		  	
		  		  		  	Ltd. (Andover, UK) (Service provider) -	  		  	
		  		  		  	Distribution agreement dated 2008 for (a)	  		  	
		  		  		  	direct sales in UK, and (b) indirect sales in	  		  	
		  		  		  	EMEA for the PEEK Cervical Cage	  		  	
						
	Distributor Agreement	  	Integra LifeSciences Corporation	  	IsoTis International SA	  	Distribution agreement ILS Corporation (IP	  	1/1/2013	  	INT-12-0054
		  		  		  	Owner) /Isotis International (Distributor) -	  		  	
		  		  		  	Distribution of Integra Mozaik in EMEA	  		  	
						
	License Agreement	  	Minnesota Scientific, Inc.	  	Integra LifeSciences Corporation	  	Intercompany License Agreement between	  	7/1/2012	  	INT-13-0001
		  		  		  	Minnesota Scientific, Inc. (Licensor or IP	  		  	
		  		  		  	Owner) and Integra LifeSciences	  		  	
		  		  		  	Corporation (Licensee) - 1/3/13	  		  	
						
	Distributor Agreement	  	Integra NeuroSciences Implants (France) SA	  	Integra NeuroSciences Limited	  	Integre Neurosciences Implants (France)	  	1/1/2008	  	INT-13-0002
		  		  		  	k/a Biot and Integra Neurosciences UK	  		  	
		  		  		  	(Andover)	  		  	
						
	Services Agreement	  	Integra LifeSciences Services (France) SAS	  	Integra LifeSciences Corporation	  	Integra LifeSciences Services (France)	  	1/1/2013	  	INT-13-0008
		  		  		  	(Service Provider) and Integra LifeSciences	  		  	
		  		  		  	Corporation - Services Agreement	  		  	
						
	Services Agreement	  	Integra NeuroSciences Limited	  	Miltex GmbH	  	Miltex GmbH (Service Provider) and Integra	  	1/1/2013	  	INT-13-0010
		  		  		  	NeuroSciences Limited (Andover) -	  		  	
		  		  		  	Procurement services for metal products	  		  	









											
	First Amendment to License Agreement	  	Integra LifeSciences NR Ireland Ltd.	  	Integra LifeSciences (Ireland) Ltd	  	First Amendment to License Agreement	  	1/1/2013	  	INT-13-0011
		  		  		  	January 1, 2013 - ILS NR Ireland Limited and	  		  	
		  		  		  	ILS (Ireland) Limited	  		  	
						
	Services Agreement	  	Integra LifeSciences Services (France) SAS	  	Integra LifeSciences Corporation	  	ILS Corporation (service provider) and ILS	  	1/1/2009	  	INT-13-0013
		  		  		  	Services France (service recipient) Services	  		  	
		  		  		  	Agreement effective January 2009	  		  	
						
	Services Agreement	  	Integra LifeSciences Corporation	  	Integra LifeSciences Services (France) SAS	  	Services Agreement - 1/1/2009 - Integra	  	1/1/2009	  	INT-13-0014
		  		  		  	LifeSciences Corporation (Service Provider)	  		  	
		  		  		  	and ILS Services (France)	  		  	
						
	Distributor Agreement	  	Newdeal SAS	  	Integra NeuroSciences Limited	  	Distribution Agreement - Newdeal SAS	  	1/1/2013	  	INT-13-0017
		  		  		  	(Saint Priest) and Integra NeuroSciences	  		  	
		  		  		  	Limited (Andover) - Distribution of Newdeal	  		  	
		  		  		  	products in UK	  		  	
						
	Distributor Agreement	  	Newdeal SAS	  	Integra Neurosciences Pty. Limited	  	Distribution agreement between Newdeal	  	1/1/2013	  	INT-13-0018
		  		  		  	and Integra NeuroSciences Pty Ltd (AUS)	  		  	
		  		  		  	for Newdeal products sold in Australia and	  		  	
		  		  		  	New-Zealand	  		  	
						
	Services Agreement	  	Newdeal SAS	  	Integra LifeSciences Services (France) SAS	  	Services agreement between ILS Services	  	1/1/2013	  	INT-13-0019
		  		  		  	France (Service Provider) and Newdeal	  		  	
						
	Services Agreement	  	Newdeal SAS	  	Miltex GmbH	  	Miltex GmbH (Service Provider) and	  	1/1/2013	  	INT-13-0022
		  		  		  	 Newdeal SAS (Lyon) - Procurement

services for metal products
	  		  	
						
	Services Agreement	  	GMS	  	Miltex GmbH	  	Miltex GmbH (Service Provider) and GMS mbH (Kiel) - Procurement services for metal products	  	1/1/2013	  	INT-13-0023
						
	Services Agreement	  	Integra LifeSciences Corporation	  	Miltex GmbH	  	Miltex GmbH (Service Provider) and ILS	  	1/1/2013	  	INT-13-0024
		  		  		  	Corp - Procurement services for metal	  		  	
		  		  		  	products	  		  	
						
	Services Agreement	  	Integra York PA, Inc.	  	Miltex GmbH	  	Miltex GmbH (Service Provider) and Integra	  	1/1/2013	  	INT-13-0025
		  		  		  	York PA - Procurement services for metal	  		  	
		  		  		  	products	  		  	
						
	Services Agreement	  	Ascension Orthopedics, Inc.	  	Miltex GmbH	  	Miltex GmbH (Service Provider) and	  	1/1/2013	  	INT-13-0026
		  		  		  	Ascension Orthopedics, Inc. - Procurement	  		  	
		  		  		  	services for metal products	  		  	
						
	Services Agreement	  	SeaSpine, Inc.	  	Miltex GmbH	  	Miltex GmbH (Service Provider) and	  	1/1/2013	  	INT-13-0027
		  		  		  	SeaSpine, Inc. - Procurement services for	  		  	
		  		  		  	metal products	  		  	
						
	Contract Manufacturing Agreement	  	Integra LifeSciences Corporation	  	IsoTis OrthoBiologics, Inc.	  	Isotis OrthoBiologics and ILS Corporation	  	7/1/2013	  	INT-13-0028
		  		  		  	Intercompany Agreement - July 1, 2013	  		  	









											
	Services Agreement	  	Integra France Holdings SAS	  	Integra Neurosciences Implants (France)	  	Multiparty Services Agreement - Integra	  	1/1/2013	  	INT-13-0031
		  		  	SAS, Newdeal SAS, Integra LifeSciences	  	LifeSciences Services (France) - Integra	  		  	
		  		  	Services (France) SAS,	  	NeuroSciences Implants (France) and	  		  	
		  		  		  	Newdeal (Services Providers) and Integra	  		  	
		  		  		  	France Holdings (COMPANY) January 1,	  		  	
		  		  		  	2013	  		  	
						
	Services Agreement	  	Integra Neurosciences Implants (France)	  	Integra France Holdings SAS	  	Multiparty Services Agreement - Integra	  	1/1/2013	  	INT-13-0034
		  	SAS, Integra Neurosciences Holdings B.V.,	  		  	france Holdings SAS (Service Provider) and	  		  	
		  	Integra LS (Benelux NV, Newdeal SAS,	  		  	several European and LAPAC entities	  		  	
		  	Integra LifeSciences Services (France) SAS,	  		  	January 1, 2013	  		  	
		  	ILS Services Switzerland Limited, Integra	  		  		  		  	
		  	LifeSciences Holdings SAS, Integra German	  		  		  		  	
		  	Holdings GmbH, Integra Neurosciences Pty.	  		  		  		  	
		  	Ltd (AUS), Integra Neurosciences Pty. Ltd	  		  		  		  	
		  	(NZ), Integra GmbH, Jarit GmbH, Miltex	  		  		  		  	
		  	GmbH	  		  		  		  	
						
	Services Agreement	  	Inegra LifeSciences Sales LLC	  	Integra York PA, Inc.	  	Integra York (Service Provier) and ILS Sales	  	1/1/2013	  	INT-13-0035
		  		  		  	(Company) - Rental Services Agreement	  		  	
						
	Services Agreement	  	Integra LifeSciences Sales LLC	  	Integra York PA, Inc.	  	Integra York (Service Provider) and ILS Sales	  	2/1/2013	  	INT-13-0036
		  		  		  	(Company) - Noncustomer facing services	  		  	
		  		  		  	agreement	  		  	
						
	Services Agreement	  	Integra LifeSciences Corporation	  	Integra Japan K.K.	  	Services Agreement between Integra Japan	  	5/22/2014	  	INT-14-0004
		  		  		  	KK (Service Provider) and ILS Corporation -	  		  	
		  		  		  	May 22, 2014 - Marketing and Sales	  		  	
		  		  		  	support	  		  	








 SCHEDULE 5.18 

PENSION PLANS 

None. 







 SCHEDULE 5.23 

LABOR MATTERS 
 Integra
LifeSciences Holdings Corporation and its subsidiaries are parties to the following collective bargaining arrangements: 
  

	1.	GMS, Geselleschaft für Medizinische Sondentechnik mbH has a works council relating to its employees. There are no collective bargaining agreements but two work shop agreements of which the one being of importance
deals with general work rules (e.g. weekly working time, breaks, overtime, vacation, sickness, non-paid special leave and the like). 

  

	2.	Jarit GmbH does not have any collective bargaining agreements. However, certain employment agreements make reference to the collective bargaining agreements of the German metal industry and the subsidiary is complying
with the terms of those agreements. 

  

	3.	Miltex GmbH does not have any collective bargaining agreements. However, certain employment agreements make reference to collective bargaining agreements of the German metal industry and the subsidiary is complying with
the terms of those agreements. 

  

	4.	Integra German Holdings GmbH does not have any collective bargaining agreements. However, common practices make reference to collective bargaining agreements of the German metal industry and the subsidiary is complying
with the terms of those agreements. 

  

	5.	Newdeal SAS falls under the collective bargaining agreement of the Mensuels des Industries Métallurgiques du Rhône and of the national collective bargaining agreement of the “Ingénieurs et
Cadres de la Métallurgie”. 

  

	6.	Integra LifeSciences Services (France) SAS falls under the collective bargaining agreement (Fabrication et Commerce des produits à usage pharmaceutique, para-pharmaceutique & vétérinaire.


  

	7.	Integra NeuroSciences Implants (France) SA falls under the collective bargaining agreement of the “Industries Métallurgiques Electriques et Connexes des Alpes Maritimes” and of the national collective
bargaining agreement of the “Ingénieurs et Cadres de la Métallurgie”. 

  

	8.	Precise Dental Internacional S.A. de C.V. is a party to a collective bargaining agreement. 








 SCHEDULE 7.01 

EXISTING LIENS 
  

											
	 	  	 	  	 	  	SECURED	  	FILE NO./	  	 
	 	  	 DEBTOR
	  	 JURISDICTION
	  	 PARTY
	  	FILE DATE	  	AMENDMENT
	1.	  	Ascension	  	Delaware	  	Dell Financial	  	080320967	  	130008233
		  	Orthopedics, Inc.	  		  	Services, L.P.	  	(3/14/2008)	  	(01/03/2013)
						
	2.	  	Integra LifeSciences	  	Delaware	  	Xerox Financial	  	110977455	  	
		  	Corporation	  		  	Services	  	(09/02/2011)	  	
						
	3.	  	Integra LifeSciences	  	Delaware	  	Canon Financial	  	130137269	  	
		  	Corporation	  		  	Services	  	(02/06/2013)	  	
						
	4.	  	Integra LifeSciences	  	Delaware	  	SG Equipment	  	131126942	  	
		  	Corporation	  		  	Finance USA Corp.	  	(09/25/2013)	  	
						
	5.	  	Integra LifeSciences	  	Delaware	  	EMC Corporation /	  	130814212	  	
		  	Holdings Corporation	  		  	SG Equipment	  	(06/25/2013)	  	
		  		  		  	Finance USA Corp.	  		  	
						
	6.	  	Integra LifeSciences	  	USPTO	  	LaSalle National	  	1413/0703	  	
		  	Corporation	  		  	Bank	  	(12/06/1995)	  	
		  	(Registration Nos.	  		  		  		  	
		  	1349121 and	  		  		  		  	
		  	1366536)	  		  		  		  	
						
	7.	  	Integra LifeSciences	  	USPTO	  	Fleet Capital	  	1676/0780	  	
		  	Corporation	  		  	Corporation	  	(01/22/1998)	  	
		  	(Registration Nos.	  		  		  		  	
		  	1349121 and	  		  		  		  	
		  	1366536)	  		  		  		  	








 SCHEDULE 7.02 

EXISTING INVESTMENTS 

(Other than Minority Equity Interests) 
  

	1.	The equity investments made prior to the Closing Date in subsidiaries of the Borrower as set forth in Schedule 5.08(a). 








 SCHEDULE 7.03 

EXISTING INDEBTEDNESS 
 7.03(b)
Indebtedness 
  

	1.	$230 million of Integra LifeSciences Holdings Corporation 1.625% Senior Convertible Notes due 2016. 

  

	2.	Integra LifeSciences Corporation has $5,065,000 of indebtedness that is outstanding pursuant to its financing relationship with IBM Credit LLC: 


 

	 	a.	Extended Payment Solution Agreement dated September 16, 2011 between IBM Credit LLC and Integra LifeSciences Corporation with a total financing amount by IBM Credit LLC of up to $20,000,000; 


 

	 	b.	Phase Two Extended Payment Solution Agreement dated May 30, 2012 between IBM Credit LLC and Integra LifeSciences Corporation with a total financing amount by IBM Credit LLC of up to $6,500,000; 


 

	 	c.	Phase Three Extended Payment Solution Agreement dated December 21, 2012 between IBM Credit LLC and Integra LifeSciences Corporation with a total financing amount by IBM Credit LLC of up to $3,200,000;


  

	 	d.	Software Services Financing Agreement dated July 2, 2013 between IBM Credit LLC and Integra LifeSciences Corporation with a total financing amount by IBM Credit LLC of $1,587,831.20; 


 

	 	e.	Phase Four Extended Payment Solution Agreement dated July 26, 2013 between IBM Credit LLC and Integra LifeSciences Corporation with a total financing amount by IBM Credit LLC of up to $5,500,000; and


  

	 	f.	Addendum to Software/Services Financing Agreement dated September 25, 2013 between IBM Credit LLC and Integra LifeSciences Corporation with a total financing amount by IBM Credit LLC of $203,880.00.


 7.03(e) Intercompany Loans 
  

	1.	Intercompany loans made from time to time under an Intercompany Investment and Pooling Agreement dated as of March 1, 2010 among Integra LifeSciences Shared Services (Ireland) Limited and the Pooling Participants.


  

	2.	Intercompany loans made from time to time under an Intercompany Investment and Pooling Agreement dated as of April 15, 2010 among Integra LifeSciences Corporation and the Pooling Participants. 


 

	3.	See the attached list of other intercompany loans outstanding as of June 30, 2014 set forth on Schedule 5.16. 








 SCHEDULE 10.02 

ADMINISTRATIVE AGENT’S OFFICE, 

CERTAIN ADDRESSES FOR NOTICES 

BORROWER: 
 Integra LifeSciences Corporation 

311 Enterprise Drive 
 Plainsboro, NJ 08536 

Attention: Nora E. Brennan, Treasurer 
 Telephone: 609-936-2488

 Telecopier: 609-750-4245 
 Electronic Mail:
nora.brennan@integralife.com 
  

					
	with copies to:	 	Integra LifeSciences Corporation	  	
		 	311 Enterprise Drive	  	
		 	Plainsboro, NJ 08536	  	
		 	Attention: General Counsel	  	
		 	Telephone: 609-936-2238	  	
		 	Telecopier: 609-275-1082	  	
		 	Electronic Mail: richard.gorelic@integralife.com	  	

 ADMINISTRATIVE AGENT: 

Administrative Agent’s Office (for payments and Requests for Credit Extensions): 

Bank of America, N.A. 
 101 North Tryon Street 

Mail Code: NC1-001-05-46 
 Charlotte, NC 28255 

Attention: Monique Haley
 Telephone: 980-388-1043

Telecopier: 704-719-8510
 Electronic Mail:
monique.haley@baml.com
 Wiring Instructions: 

Bank of America, N.A. 
 New York, New York 

					
	ABA No.:	 	026009593	  	
	Account No.:	 	1366212250600	  	
	Account Name:	 	Corporate Credit Services	  	
	Reference:	 	Integra LifeSciences	  	








 Other Notices as Administrative Agent: 

Bank of America, N.A. 
 Agency Management 

555 California Street 
 Mail Code: CA5-705-04-09 

San Francisco, CA 94104 
 Attention: Kevin Ahart 

Telephone: 415-436-2750 
 Telecopier: 415-503-5000 

Electronic Mail: kevin.ahart@baml.com 
 L/C ISSUER:

 Bank of America, N.A. 
 Standby Letters of Credit
Department 
 1 Fleet Way 
 Mail Code: PA6-580-02-30 

Scranton, PA 18507 
 Attention: Alfonso Malave 

Telephone: 570-496-9622 
 Telecopier: 800-755-8743 

Electronic Mail: alfonso.malave@baml.com 
 SWING
LINE LENDER: 
 Bank of America, N.A. 
 101 North Tryon
Street 
 Mail Code: NC1-001-05-46 
 Charlotte, NC 28255 

Attention: Monique Haley
 Telephone: 980-388-1043

Telecopier: 704-719-8510
 Electronic Mail:
monique.haley@baml.com 
 Wiring Instructions: 

Bank of America, N.A. 
 New York, New York 

					
	ABA No.:	  	026009593	  	
	Account No.:	  	1366212250600	  	
	Account Name:	  	Corporate Credit Services	  	
	Reference:	  	Integra LifeSciences	  	








 EXHIBIT A 

FORM OF LOAN NOTICE 
 Date:
            ,          
  

	To:	Bank of America, N.A., as Administrative Agent 

 Ladies and Gentlemen: 

Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of July 2, 2014 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among INTEGRA LIFESCIENCES HOLDINGS CORPORATION, a Delaware corporation (the
“Borrower”), the Lenders from time to time party thereto and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. 

The undersigned hereby requests (select one): 
  

	 	 ̈	A Borrowing of [Revolving Credit] [Term] Loans 

  

	 	 ̈	A [conversion] [continuation] of [Revolving Credit] [Term] Loans 

  

	 	1.	On                                  (a Business
Day). 

  

	 	2.	In the amount of $            . 

  

	 	3.	Comprised of                     . 


	 	  	[Type of Loan requested: Base Rate Loan or Eurodollar Rate Loan] 

  

	 	4.	For Eurodollar Rate Loans: with an Interest Period of                      months. 


The Revolving Credit Borrowing, if any, requested herein complies with the proviso to the first sentence of Section 2.01(b) of the
Agreement. 
  

			
	INTEGRA LIFESCIENCES HOLDINGS
	 CORPORATION, a Delaware corporation

		
	By: 	 	 


 
			
	Name: 	 	 


 
			
	Title: 	 	 



  
 Form of Loan Notice 

A-1 








 EXHIBIT B 

FORM OF SWING LINE LOAN NOTICE 

Date:             ,         

  

	To:	Bank of America, N.A., as Swing Line Lender 


	  	Bank of America, N.A., as Administrative Agent 

 Ladies and Gentlemen: 

Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of July 2, 2014 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among INTEGRA LIFESCIENCES HOLDINGS CORPORATION, a Delaware corporation (the
“Borrower”), the Lenders from time to time party thereto and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. 

The undersigned hereby requests a Swing Line Loan: 
  

	 	1.	On                                  (a Business
Day). 

  

	 	2.	In the amount of $            .1 


The Swing Line Borrowing requested herein complies with the requirements of the proviso to the first sentence of

Section 2.04(b) of the Agreement. 
  

			
	INTEGRA LIFESCIENCES HOLDINGS
	 CORPORATION, a Delaware corporation

		
	By: 	 	 


 
			
	Name: 	 	 


 
			
	Title: 	 	 


  
  

 

	1 	Minimum of $500,000. 


  
 Form of Swing Line Loan
Notice 
 B-1 








 EXHIBIT C-1 

FORM OF TERM NOTE 

                    , 2014

 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to
                                 or registered assigns permitted by the Agreement
(as hereinafter defined) (the “Lender”), in accordance with the provisions of the Agreement, the principal amount of the Term Loan made by the Lender to the Borrower under that certain Third Amended and Restated Credit Agreement,
dated as of July 2, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower,
the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. 
 The
Borrower promises to pay interest on the unpaid principal amount of the Term Loan made by the Lender from the date of the Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement.
All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder,
such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. 

This Term Note is one of the Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in
part subject to the terms and conditions provided therein. This Term Note is also entitled to the benefits of the Subsidiary Guaranty and is secured by the Collateral. If one or more of the Events of Default specified in the Agreement occurs and is
continuing, all amounts then remaining unpaid on this Term Note shall become under certain circumstances, or may be declared to be, immediately due and payable all as provided in the Agreement. Term Loans made by the Lender shall be evidenced by one
or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Term Note and endorse thereon the date, amount and maturity of its Term Loans and payments with respect
thereto. 
 The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of
protest, demand, dishonor and non-payment of this Term Note. 

  
 Form of Term Note 

C-1-1 








 THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK WITHOUT REFERENCE TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. 
  

			
	INTEGRA LIFESCIENCES HOLDINGS
	 CORPORATION, a Delaware corporation

		
	By: 	 	 


 
			
	Name: 	 	 


 
			
	Title: 	 	 



  
 Form of Term Note 

C-1-2 








 EXHIBIT C-2 

FORM OF REVOLVING CREDIT NOTE 

                    , 2014

 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to
                                 or registered assigns permitted by the Agreement
(as hereinafter defined) (the “Lender”), in accordance with the provisions of the Agreement, the principal amount of each Revolving Credit Loan from time to time made by the Lender to the Borrower under that certain Third Amended
and Restated Credit Agreement, dated as of July 2, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein
defined), among the Borrower, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. 

The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Loan from the date of such Revolving Credit Loan
until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swing Line Loans, all payments of principal and
interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear
interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. 

This Revolving Credit Note is one of the Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be
prepaid in whole or in part subject to the terms and conditions provided therein. This Revolving Credit Note is also entitled to the benefits of the Subsidiary Guaranty and is secured by the Collateral. This Revolving Credit Note is issued in
replacement of a Revolving Credit Note dated June 8, 2011 issued to the Lender pursuant to the Existing Credit Agreement (the “Original Note”), and does not effect any refinancing or extinguishment of the indebtedness and
obligations of such Original Note and is not a novation but is a replacement of such Original Note. If one or more of the Events of Default specified in the Agreement occurs and is continuing, all amounts then remaining unpaid on this Revolving
Credit Note shall become under certain circumstances, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving Credit Loans made by the Lender shall be evidenced by one or more loan accounts or records
maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Revolving Credit Note and endorse thereon the date, amount and maturity of its Revolving Credit Loans and payments with respect thereto. 

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Revolving Credit Note. 

  
 Form of Revolving Credit
Note 
 C-2-1 








 THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT REFERENCE TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. 
  

			
	INTEGRA LIFESCIENCES HOLDINGS
	 CORPORATION, a Delaware corporation

		
	By: 	 	 


 
			
	Name: 	 	 


 
			
	Title: 	 	 



  
 Form of Revolving Credit
Note 
 C-2-2 








 REVOLVING CREDIT LOANS AND PAYMENTS WITH RESPECT THERETO 

 

															
	 	  	 	  	 	  	 	  	 	  	Amount of	  	Outstanding	  	 
	 	  	 	  	 	  	 	  	End of	  	Principal or	  	Principal	  	 
	 	  	Type of	  	Amount of	  	Maturity	  	Interest	  	Interest Paid	  	Balance This	  	Notation
	 Date
	  	 Loan Made
	  	 Loan Made
	  	 Date
	  	 Period
	  	 This Date
	  	 Date
	  	 Made By

		  		  		  		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  



  
 Form of Revolving Credit
Note 
 C-2-3 








 EXHIBIT D 

FORM OF COMPLIANCE CERTIFICATE 

Financial Statement Date:
                    , 
  

	To:	Bank of America, N.A., as Administrative Agent 

 Ladies and Gentlemen: 

Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of July 2, 2014 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among INTEGRA LIFESCIENCES HOLDINGS CORPORATION, a Delaware corporation (the
“Borrower”), the Lenders from time to time party thereto (the “Lenders”) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. 

The undersigned Responsible Officer hereby certifies, solely in his/her capacity as an officer of the Borrower, as of the date hereof that
he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 

[Use following paragraph 1 for fiscal year-end financial statements] 

1. I have reviewed the most recent year-end audited financial statements, complete and correct copies of which are attached hereto as
Schedule 1, required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower and its Consolidated Subsidiaries ended as of the above date, together with the reports and opinions of an independent certified public
accountant required by such section. 
 [Use following paragraph 1 for fiscal quarter-end financial
statements] 
 1. I have reviewed the unaudited financial statements, complete and correct copies of which are attached
hereto as Schedule 1, required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower and its Consolidated Subsidiaries ended as of the above date. 

2. Based on my knowledge, the financial statements do not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the financial statements. 

3. Based on my knowledge, the financial statements, and other financial information included in this Certificate, fairly present in all
material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Consolidated Subsidiaries and the combined financial condition, results of operations and cash flows of the Borrower and its
Consolidated Subsidiaries, each in accordance with GAAP as of, and for, the period presented in the financial statements, subject only to normal year-end audit adjustments, formatting requirements and the absence of footnotes. 

  
 Form of Compliance
Certificate 
 D-1 








 4. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or
has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower and its Consolidated Subsidiaries during the accounting period covered by the attached financial
statements. 
 5. A review of the activities of the Borrower and its Consolidated Subsidiaries during the accounting period covered by the
attached financial statements has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower and its Consolidated Subsidiaries performed and observed all their Obligations under the
Loan Documents, and 
 [select one:] 

[to the best knowledge of the undersigned during such fiscal period, the Borrower and its Consolidated Subsidiaries performed and observed
each covenant and condition of the Loan Documents applicable to it and no Default under the financial covenants set forth in the Loan Documents occurred or is continuing.] 

—or— 
 [the following
covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:] 

[6. Attached as Schedule 3 to this Certificate are (a) supplements to Schedules 5.03, 5.08 and 5.23 of the
Agreement and (b) supplements required by Section 4.14 of the Security Agreement and Section 4.1(b) of the Pledge Agreement.] 

7. [After giving effect to the supplements to Schedules 5.03 5.08 and 5.23 of the Agreement, supplements required by
Section 4.14 of the Security Agreement and Section 4.1(b) of the Pledge Agreement delivered herewith,] the representations and warranties contained in Article V of the Agreement are true and correct in all material respects, except
to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date. 

8. The financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate in all material
respects on and as of the date of this Certificate. 
 9. All future synergies, cost savings and restructuring charges included in the
calculation of Consolidated EBITDA either (a) have been determined by the Company to be permitted to be included as pro forma adjustments under Article 11 of Regulation S-X or (b) are otherwise
permitted under clause (b) of the definition of “Permitted Cost Savings” found in the Credit Agreement. 
 10. The
Consolidated EBITDA during the four consecutive fiscal quarters most recently ended of all Domestic Subsidiaries that are designated as Excluded Subsidiaries does not exceed five percent (5.0%) of the Consolidated EBITDA during such period of
the Borrower and its consolidated Domestic Subsidiaries. 

  
 Form of Compliance
Certificate 
 D-2 








 IN WITNESS WHEREOF, the undersigned Responsible Officer has executed this Certificate
solely in his/her capacity as an officer of the Borrower as of             ,         . 

 

			
	INTEGRA LIFESCIENCES HOLDINGS
	 CORPORATION, a Delaware corporation

		
	By:	 	 
	Name:
	 Responsible Officer




  
 Form of Compliance
Certificate 
 D-3 








 For the Quarter/Year ended
                     (“Statement Date”) 

SCHEDULE 1 
 to the
Compliance Certificate 
 Financial Certificates 

  
 Form of Compliance
Certificate 
 D-4 








 For the Quarter/Year ended
                     (“Statement Date”) 

SCHEDULE 2 
 to the
Compliance Certificate 
 ($ in 000’s) 
  

					
	 I.      Maximum Consolidated Total Leverage Ratio (Section 7.17(a))
	  			
		
	 A.     Consolidated Funded Indebtedness of the Borrower and its Consolidated Subsidiaries at Statement
Date:
	  			
		
	 (1)    Consolidated Funded Indebtedness of the Borrower and its Consolidated Subsidiaries at Statement
Date:
	  	 	$                    	  
		
	 (2)    Unrestricted cash as set forth on the most recent balance sheet in excess of $40,000,000:
	  	 	$                    	  
		
	 (3)    Consolidated Funded Indebtedness of the Borrower and its Consolidated Subsidiaries (Line I.A.1 – Line
I.A.2):
	  	 	$                    	  
		
	 B.     Consolidated EBITDA for four consecutive fiscal quarters most recently ended (the “Subject
Period”):
	  			
		
	 (1)    Consolidated EBITDA of the Borrower and its Consolidated Subsidiaries for the Subject Period:
	  			
		
	 i.       Consolidated Net Income for Subject Period:
	  	 	$                    	  
		
	 ii.      To the extent deducted in calculating Consolidated Net Income in item (i):
	  			
		
	 (a)    Consolidated Interest Charges for Subject Period:
	  	 	$                    	  
		
	 (b)    Provision for federal, state, local and foreign income taxes for Subject Period:
	  	 	$                    	  
		
	 (c)    Depreciation expenses:
	  	 	$                    	  
		
	 (d)    Global enterprise resource planning implementation costs for Subject Period:2
	  	 	$                    	  
		
	 (e)    Amortization expenses:
	  	 	$                    	  
		
	 (f)     All charges and other expenses reducing Consolidated Net Income which do not represent a cash item
for Subject Period or any future period:
	  	 	$                    	  

  

	2 	Not to exceed an aggregate amount of (x) $17,500,000 per annum during the fiscal years ending December 31, 2013, and December 31, 2014, (y) $15,000,000 during the fiscal year ending December 31,
2015 and (z) $5,000,000 per annum during each fiscal year ending December 31, 2016 and thereafter. 


  
 Form of Compliance
Certificate 
 D-5 









					
	 (g)    Cash expenses directly related to the remediation, unplanned idle time and underutilization of Subsidiary
manufacturing facilities:3
	  	 	$                    	  
		
	 [(h)  Cash expenses directly related to the voluntary recall of certain products manufactured in the Anasco, Puerto Rico
facility:
	  	 	$                    	]4 
		
	 (i)     Cash expenses directly related to the buyout of pension liabilities:5
	  	 	$                    	  
		
	 (j)     Cash expenses actually incurred in connection with restructuring activities (which, for the avoidance
of doubt, shall include, without duplication, discontinued operations, retention, severance, systems establishment costs, excess pension charges, contract termination costs and costs to consolidate facilities and relocate employees): 6
	  	 	$                    	  
		
	 (k)    Customary fees and expenses paid in cash and actually arising directly from Permitted Acquisitions,
Investments, Dispositions, issuances or incurrences of Indebtedness, issuances of Equity Interests or modifications of instruments of Indebtedness, solely with respect to transactions permitted under the Agreement and actually consummated:
	  	 	$                    	  
		
	 (l)     Customary costs and expenses paid in cash and actually arising directly from Permitted Acquisitions,
Investments, Dispositions, issuances or incurrences of Indebtedness, issuances of Equity Interests or modifications of instruments of Indebtedness, solely with respect to transactions that were not consummated but would have been permitted under the
Agreement:7
	  	 	$                    	  

  

	3 	Not to exceed an aggregate amount of (x) $10,000,000 per annum during the fiscal years ending December 31, 2013 and December 31, 2014, and (y) $5,000,000 during the fiscal year commencing
January 1, 2015 and ending on the Maturity Date. 


	4 	With respect to the fiscal year ending December 31, 2013 only and not to exceed $5,000,000. 


	5 	Not to exceed an aggregate amount of $7,500,000. 


	6 	Not to exceed an aggregate amount of (v) $15,000,000 during the fiscal year ending December 31, 2013, (w) $17,500,000 during the fiscal year ending December 31, 2014, (x) $15,000,000 during the
fiscal years ending December 31, 2015 and December 31, 2016, (y) $10,000,000 during the fiscal year ending December 31, 2017 and (z) $5,000,000 during the period commencing on January 1, 2018 and ending on the Maturity
Date. 


	7 	Not to exceed an aggregate amount of $3,000,000. 


  
 Form of Compliance
Certificate 
 D-6 









					
	 (m)   All payments made to Governmental Authorities (including with respect to settlements, judgments, fines and
penalties) in connection with any investigation disclosed in any public filing made by the Borrower:8
	  	 	$                    	  
		
	 (n)    Cash proceeds of business interruption
insurance:9
	  	 	$                    	  
		
	 (o)    Non-recurring milestone payments, royalty payments or upfront payments by any Loan Party:
	  	 	$                    	  
		
	 (p)    Extraordinary, unusual or non-recurring cash losses:
	  	 	$                    	  
		
	 (q)    Losses paid in cash in connection with any interest rate or foreign exchange rate Swap Contract:
	  	 	$                    	  
		
	 (r)     Cash expenses, charges and losses (without duplication) if and to the extent such expenses, charges
and losses are (A) fully indemnified by a contractual obligation of the seller under such Permitted Acquisition or (B) covered by insurance (excluding self-insurance):10
	  	 	$                    	  
		
	 [(s)   Add-Back Provisions:
	  	 	$                    	]11 
		
	 iii.    Total Add-Backs (sum of Line I.B.1.ii.a through and including Line I.B.1.ii.s)
	  	 	$                    	  
		
	 iv.     Permitted Cost Savings for Subject Period:
	  	 	$                    	  
		
	 v.      To the extent included in calculating Consolidated Net Income in item (i):
	  			
		
	 (a)    Federal, state, local and foreign income tax credits of the Borrower and its Subsidiaries for Subject
Period:
	  	 	$                    	  
		
	 (b)    All non-cash items increasing Consolidated Net Income for Subject Period:
	  	 	$                    	  

  

	8 	Not to exceed an aggregate amount of $10,000,000. 


	9 	Not to exceed the earnings for the applicable period that such proceeds replace. 


	10 	Only to be included to the extent, (x) such indemnification obligation or insurance policy remains in full force and effect, (y) such seller is at the time of the Permitted Acquisition, and remains, solvent
and such seller or insurance provider has not refused or challenged a claim for such indemnification or insurance payment and (z) with respect to insurance, such insurance proceeds will be reimbursed with twelve months of the time such expenses
were incurred. 


	11 	Subject to the limitations set forth in the definition of Consolidated EBITDA. 


  
 Form of Compliance
Certificate 
 D-7 









					
	 (c)    any extraordinary, unusual or non-recurring cash gains:
	  	 	$                      	  
		
	 (d)    all indemnification and insurance proceeds with respect to which an add-back was previously taken
	  	 	$                      	  
		
	 (e)    all increases to Consolidated Net Income arising from any interest rate or foreign exchange Swap
Contract:
	  	 	$                      	  
		
	 vi.     Total Deductions (sum of Line I.B.1.v.a through and including Line I.B.1.v.e)
	  	 	$                      	  
		
	 vii.   Consolidated EBITDA (Line I.B.1.i + Line I.B.1.iii + Line I.B.1.iv - Line I.B.1.vi):
	  	 	$                      	  
		
	 C.     Consolidated Total Leverage Ratio for the Subject Period (Line I.A.3 ÷ Line I.B.1.vii)
	  	 	            to 1.00	  

 Maximum permitted: 
  

			
	 Four Fiscal Quarters Ending
	  	Maximum
Consolidated
Leverage Ratio[12]
	 June 30, 2014, September 30, 2014, December 31, 2014, March 31, 2015 and June 30, 2015
	  	4.50 to 1.00
	 September 30, 2015, and December 31, 2015
	  	4.25 to 1.00
	 March 31, 2016, and June 30, 2016
	  	4.00 to 1.00
	 September 30, 2016 and the last day of each fiscal quarter thereafter
	  	3.75 to 1.00

  

					
	 II.     Minimum Consolidated Interest Coverage Ratio (Section 7.17(b))
	  			
		
	 A.     Consolidated EBITDA of the Borrower and its Consolidated Subsidiaries (Line I.B.1.vii):
	  	 	$                      	  
		
	 B.     Consolidated Cash Interest Charges of the Borrower and its Consolidated Subsidiaries for the Subject
Period:
	  	 	$                      	  
		
	 C.     Consolidated Interest Coverage Ratio (Line II.A ÷ Line II.B):
	  	 	            to 1.00	  
		
	 Minimum permitted:
	  	 	3.00 to 1.00    	  

  

	12 	In the event of a Permitted Acquisition, subject to the increase provisions of Section 7.17(a) of the Agreement. 


  
 Form of Compliance
Certificate 
 D-8 








 SCHEDULE 3 

to the Compliance Certificate 

Supplements to Schedules 5.03, 5.08 and 5.23 

  
 Form of Compliance
Certificate 
 D-9 








 EXHIBIT E 

FORM OF ASSIGNMENT AND ASSUMPTION 

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [the][each]13 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]14
Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]15 hereunder are
several and not joint.]16 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the 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][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the
respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], 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][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] 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][the respective Assignors]
under the respective facilities identified below (including, without limitation, the Letters of Credit and the Swing Line Loans included in such facilities17) 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)][the respective Assignors (in their respective capacities as Lenders)] 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 by [the][any] Assignor 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][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 

 

	13 	For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose
the second bracketed language. 


	14 	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. 


	15 	Select as appropriate. 


	16 	Include bracketed language if there are either multiple Assignors or multiple Assignees. 


	17 	Include all applicable subfacilities. 









							
	1.	  	Assignor[s]:	  	  
  
	  	
				
	2.	  	Assignee[s]:	  	  
  
	  	
		  		  	[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]
			
	3.	  	Borrower:	  	Integra LifeSciences Holdings Corporation, a Delaware corporation
			
	4.	  	Administrative Agent:	  	Bank of America, N.A., as the administrative agent under the Credit Agreement
			
	5.    	  	Credit Agreement:	  	The Third Amended and Restated Credit Agreement, dated as of July 2, 2014, among Integra LifeSciences Holdings Corporation (the “Borrower”), the Lenders from time to time party thereto and Bank of
America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

  

	6.	Assigned Interest[s]: 

  

	 	(a)	Revolving Credit Facility: 

  

																	
	 Assignor[s]18
	  	Assignee[s]19	  	Aggregate
Amount of
Commitments/Revolving
Credit Loans for
all Lenders	 	  	Amount of
Commitments/
Revolving
Credit Loans
Assigned	 	  	Percentage
Assigned of
Commitments/
Revolving
Credit Loans20	 	 	CUSIP
Number
		  		  	$	            	  	  	$	            	  	  	 	 	% 	 	
		  		  	$	            	  	  	$	            	  	  	 	 	% 	 	
		  		  	$	            	  	  	$	            	  	  	 	 	% 	 	

  

	18 	List each Assignor, as appropriate. 


	19 	List each Assignee, as appropriate. 


	20 	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 









	 	(b)	Term Facility: 

  

																	
	 Assignor[s]21
	  	Assignee[s]22	  	Aggregate
Amount of
Term Loans
for all Lenders	 	  	Amount of
Term Loans
Assigned	 	  	Percentage
Assigned of
Term Loans23	 	 	CUSIP
Number
		  		  	$	            	  	  	$	            	  	  	 	 	% 	 	
		  		  	$	 	  	  	$	 	  	  	 	 	% 	 	
		  		  	$	 	  	  	$	 	  	  	 	 	% 	 	

  

	[7.	Trade Date:
                                         
                               ]24


 Effective Date:
                        , 20         [TO BE INSERTED BY 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:



 
			
	  

ASSIGNEE

[NAME OF ASSIGNEE]

		
	 By: 
	 	 
		 	 Name:

Title:



  
  

	21 	List each Assignor, as appropriate. 


	22 	List each Assignee, as appropriate. 


	23 	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 


	24 	To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 









			
	 [Consented to and]25 Accepted:

 
 BANK OF AMERICA, N.A., as

Administrative Agent, L/C Issuer and Swing Line Lender

		
	 By:  
	 	 
		 	 Name:
 Title:



			
	  
 [Consented
to:]26
  
 [BORROWER]

		
	 By:
	 	 
		 	 Name:
 Title:


  
  

	25 	To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 


	26 	To be added to the extent the consent of the Borrower and/or other parties (e.g. L/C Issuer and Swing Line Lender) is required by the terms of the Credit Agreement. 








 ANNEX 1 TO ASSIGNMENT AND ASSUMPTION 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 
 1.
Representations and Warranties. 
 1.1. Assignor. [The][Each] 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 and (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 (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. [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 all the requirements to
be an assignee under Section 10.06(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06(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][such] 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
         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 hereto 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 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. 







 EXHIBIT F 

FORM OF SUBSIDIARY GUARANTY AGREEMENT 

See attached. 

  
 Form of Subsidiary
Guaranty Agreement 
 F-1 








 Execution Copy 

AMENDED AND RESTATED 

SUBSIDIARY GUARANTY AGREEMENT 

This AMENDED AND RESTATED SUBSIDIARY GUARANTY AGREEMENT, dated as of August 10, 2010 as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by each of the Persons (such capitalized term and all other capitalized terms not otherwise defined herein to have the meanings provided for
in Article I) listed on the signature pages hereof (such Persons, together with the Additional Guarantors (as defined in Section 5.6) are collectively referred to as the “Guarantors” and individually as a
“Guarantor”), in favor of BANK OF AMERICA, N.A., as administrative and collateral agent (in such capacity, the “Administrative Agent”) for each of the Secured Parties. 

W I T N E S S E T H: 

WHEREAS, the Guarantors have entered into that certain Subsidiary Guaranty Agreement dated as of December 22, 2005 (as amended,
supplemented or modified from time to time prior to the date hereof, the “Existing Guaranty Agreement”), pursuant to which the Guarantors have guaranteed the payment and performance of the obligations of Integra LifeSciences
Holdings Corporation, a Delaware corporation (the “Borrower”) under that certain Credit Agreement (the “Existing Credit Agreement”) dated as of December 22, 2005, among the Borrower, the lenders from time to
time party thereto and the Administrative Agent (the “Existing Guaranty”); and  
 WHEREAS, the Borrower has
requested that the Existing Credit Agreement be amended by that certain Amended and Restated Credit Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among the Borrower, the various financial institutions as are, or may from time to time become, parties thereto and the Administrative Agent; and  

WHEREAS, each of the Guarantors is a Subsidiary of the Borrower and will receive substantial direct and indirect benefits from the
Credit Agreement and the Credit Extensions and other financial accommodations to be made or issued thereunder;  
 NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce the Lenders to continue to make Credit Extensions (including the initial Credit Extension) to the Borrower
pursuant to the Credit Agreement, each Guarantor agrees, for the benefit of each Secured Party, as follows: 
 ARTICLE I 

DEFINITIONS 
 1.1
Definitions. The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and plural forms
thereof): 
 “Additional Guarantors” is defined in Section 5.6(b). 







 “Administrative Agent” is defined in the preamble. 

“Agreement” is defined in the preamble. 

“Borrower” is defined in the first recital. 

“Credit Agreement” is defined in the first recital. 

“Excluded Subsidiary Guarantors” means those Subsidiary Guarantors (as defined in the Existing Guaranty Agreement) that are
party to the Existing Guaranty Agreement and that are classified as Excluded Subsidiaries in the Credit Agreement as of the Closing Date. 

“Existing Credit Agreement” is defined in the first recital. 

“Existing Guaranty” is defined in the first recital. 

“Existing Guaranty Agreement” is defined in the first recital. 

“Guaranteed Obligations” is defined in Section 2.1. 

“Guarantor” and “Guarantors” are defined in the preamble. 

“Indemnitee” is defined in Section 5.4(a). 

“Loan Documents” is defined in the Credit Agreement. 

“Obligations” is defined in the Credit Agreement. 

“Other Taxes” is defined in the Credit Agreement. 

“Post Petition Interest” is defined in Section 2.4(b)(ii). 

“Subordinated Obligations” is defined in Section 2.4(b). 

“Taxes” is defined in the Credit Agreement. 

“Termination Date” means the date on which the latest of the following events occurs: 

(a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Agreement (other than contingent
indemnification obligations); 
 (b) the termination or expiration of the Availability Period; and 

(c) the termination or expiration of all Letters of Credit and all Secured Swap Contracts. 

  
 -2- 








 1.2 Credit Agreement Definitions. Unless otherwise defined herein or the context otherwise
requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided in the Credit Agreement. 
 1.3
Other Interpretive Provisions. The rules of construction in Sections 1.02 to 1.06 of the Credit Agreement shall be equally applicable to this Agreement. 

ARTICLE II 
 GUARANTY

 2.1 Guaranty; Limitation of Liability. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees
the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of each other Loan Party now or hereafter existing under or in respect of the Loan
Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest,
premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, all reasonable fees,
charges and disbursements of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s
liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not
allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. 
 (b) Each Guarantor,
and by its acceptance of this Agreement, the Administrative Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Agreement and the Obligations of each Guarantor hereunder not constitute a
fraudulent transfer or conveyance for purposes of Debtor Relief Laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Law to the extent applicable to this Agreement and the Obligations of each Guarantor
hereunder. To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and the Guarantors hereby irrevocably agree that the Obligations of each Guarantor under this Agreement at any time shall be limited to the maximum
amount as will result in the Obligations of such Guarantor under this Agreement not constituting a fraudulent transfer or conveyance. 
 (c)
Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under this Agreement or any other guaranty, such Guarantor will contribute, to the maximum extent permitted
by Law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Loan Documents. 

  
 -3- 








 2.2 Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be
paid strictly in accordance with the terms of the Loan Documents, regardless of any Law now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The Obligations of each
Guarantor under or in respect of this Agreement are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted
against each Guarantor to enforce this Agreement, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. This Agreement is
an absolute and unconditional guaranty of payment when due, and not of collection, by each Guarantor jointly and severally with any other Guarantor of the Guaranteed Obligations. The liability of each Guarantor under this Agreement shall be
irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following: 

(a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto; 

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other
Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations
resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise; 
 (c) any taking,
exchange, release or non-perfection of any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations; 

(d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or
any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents or any other assets of any Loan Party or any of its
Subsidiaries; 
 (e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its
Subsidiaries or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other Loan Party or its assets or any resulting release or discharge of any Guaranteed Obligation; 

(f) the existence of any claim, setoff or other right which any Guarantor may have at any time against any Loan Party, the Administrative
Agent, any Lender or any other Person, whether in connection herewith or any unrelated transaction; 
 (g) any invalidity or
unenforceability relating to or against the Borrower or any other Loan Party for any reason of the whole or any provision of any Loan Document, or any provision of applicable Law purporting to prohibit the payment or performance by the Borrower of
the Guaranteed Obligations; 

  
 -4- 








 (h) any failure of any Secured Party to disclose to any Loan Party any information relating to
the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to such Secured Party (each Guarantor waiving any duty on the part of the Secured Parties to disclose
such information); 
 (i) the failure of any other Person to execute or deliver this Agreement or any other guaranty or agreement or
the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or 

(j) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any
representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety. 

This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed
Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

 2.3 Waivers and Acknowledgments. 

(a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for
performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Agreement and any requirement that any Secured Party protect, secure, perfect or insure
any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person or any Collateral. 

(b) Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Agreement and acknowledges that this Agreement is
continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. 
 (c) Each Guarantor hereby
unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation,
reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral and (ii) any
defense based on any right of setoff or counterclaim against or in respect of the Obligations of such Guarantor hereunder. 
 (d) Each
Guarantor acknowledges that the Administrative Agent may, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Agreement, foreclose under any mortgage by nonjudicial sale, and each
Guarantor hereby waives any defense to the recovery by the Administrative Agent and the other Secured Parties against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable Law.


  
 -5- 








 (e) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of any
Secured Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party or any of its Subsidiaries now or hereafter
known by such Secured Party. 
 (f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the
financing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 2.2 and this Section 2.3 are knowingly made in contemplation of such benefits. 

2.4 Subordination. (a) Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now
have or hereafter acquire against the Borrower, any other Guarantor or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Agreement or any
other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution (pursuant to Section 2.1(c) or otherwise) or indemnification and any right to participate in any claim or remedy of
any Secured Party against the Borrower, any other Guarantor or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the
right to take or receive from the Borrower, any other Guarantor or any other insider guarantor, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim, remedy or right,
unless and until the Termination Date has occurred. 
 (b) Each Guarantor hereby agrees that any and all debts, liabilities and other
obligations owed to such Guarantor by each other Loan Party, including pursuant to Section 2.1(c) (collectively, the “Subordinated Obligations”), are hereby subordinated to the prior payment in full in cash of the
Obligations of such other Loan Party under the Loan Documents to the extent and in the manner hereinafter set forth in this Section 2.4(b): 

(i) Except during the continuance of an Event of Default (including the commencement and continuation of any proceeding
under any Debtor Relief Law relating to any other Loan Party), each Guarantor may receive regularly scheduled payments from any other Loan Party on account of the Subordinated Obligations. After the occurrence and during the continuance of any Event
of Default (including the commencement and continuation of any proceeding under any Debtor Relief Law relating to any other Loan Party), however, unless the Administrative Agent otherwise agrees, no Guarantor shall demand, accept or take any action
to collect any payment on account of the Subordinated Obligations. 

  
 -6- 








 (ii) In any proceeding under any Debtor Relief Law relating to any other Loan
Party, each Guarantor agrees that the Secured Parties shall be entitled to receive payment in full in cash of all Obligations (including all interest and expenses accruing after the commencement of a proceeding under any Debtor Relief Law, whether
or not constituting an allowed claim in such proceeding (“Post Petition Interest”)) of each other Loan Party before such Guarantor receives payment of any Subordinated Obligations of such other Loan Party. 

(iii) After the occurrence and during the continuance of any Event of Default (including the commencement and continuation of
any proceeding under any Debtor Relief Law relating to any other Loan Party), each Guarantor shall, if the Administrative Agent so requests, collect, enforce and receive payments on account of any Subordinated Obligations due to such Guarantor from
any other Loan Party as trustee for the Secured Parties and deliver such payments to the Administrative Agent for application to the Guaranteed Obligations (including all Post Petition Interest), together with any necessary endorsements or other
instruments of transfer, but without reducing or affecting in any manner the liability of such Guarantor under the other provisions of this Agreement. 

(iv) After the occurrence and during the continuance of any Event of Default (including the commencement and continuation of
any proceeding under any Debtor Relief Law relating to any other Loan Party), the Administrative Agent is authorized and empowered (but without any obligation to so do), in its discretion, (A) in the name of any Guarantor, to collect and
enforce, and to submit claims in respect of, Subordinated Obligations due to such Guarantor and to apply any amounts received thereon to the Guaranteed Obligations (including any and all Post Petition Interest), and (B) to require any Guarantor
(1) to collect and enforce, and to submit claims in respect of, Subordinated Obligations due to such Guarantor and (2) to pay any amounts received on such obligations to the Administrative Agent for application to the Guaranteed
Obligations (including any and all Post Petition Interest). 
 (v) In the event of any conflict between the provisions of
this Section 2.4(b) and the provisions of Annex A of any Pledged Note (as defined in the Pledge Agreement), the provisions of such Annex A shall govern. 

(c) If any amount shall be paid to any Guarantor in violation of this Section 2.4 at any time prior to the Termination Date, such
amount shall be received and held in trust for the benefit of the Secured Parties, shall be segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so
received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Agreement, whether matured or unmatured, in accordance with the terms of the Loan Documents, or
to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Agreement thereafter arising. 
 (d) If the
Termination Date shall have occurred, the Administrative Agent will, at any Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to
evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Agreement. 

  
 -7- 








 2.5 Payments Free and Clear of Taxes, Etc. (a) Any and all payments made by any
Guarantor under or in respect of this Agreement or any other Loan Document shall be made, in accordance with Section 3.01 of the Credit Agreement, free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes;
provided that if any Guarantor shall be required by any Laws to deduct any Taxes (including Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section 2.5), each of the Administrative Agent, Lender or the L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions
been made, (ii) such Guarantor shall make such deductions, and (iii) such Guarantor shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Law. 

(b) Without limiting the provisions of subsection (a) above, each Guarantor shall timely pay any Other Taxes that arise from any payment
made by or on behalf of such Guarantor under or in respect of this Agreement or any other Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, this Agreement and the other Loan
Documents to the relevant Governmental Authority in accordance with Law. 
 (c) Each Guarantor shall indemnify the Administrative Agent,
each Lender and the L/C Issuer, within (ten) 10 days after demand therefor, for the full amount of Indemnified Taxes or Other Taxes (including any Indemnified Taxes or Other Taxes imposed or asserted or attributable to amounts payable under this
Section 2.5) paid by the Administrative Agent, such Lender or L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate certifying the amount of such payment or liability delivered to a Guarantor by a Lender or the L/C Issuer (with a copy to the Administrative
Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. 

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Guarantor to a Governmental Authority, such Guarantor
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. 
 ARTICLE III 

REPRESENTATIONS AND WARRANTIES 

Each Guarantor hereby makes each representation and warranty made in the Loan Documents by the Borrower with respect to such Guarantor and
each Guarantor hereby further represents and warrants as follows:  
 3.1 No Conditions Precedent. There are no conditions
precedent to the effectiveness of this Agreement that have not been satisfied or waived. 

  
 -8- 








 3.2 Independent Credit Analysis. Such Guarantor has, independently and without reliance
upon any Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and each other Loan Document to which it is or is to be a party, and such
Guarantor has established adequate means of obtaining from each other Loan Party on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the business, condition (financial or
otherwise), operations, performance, properties and prospects of such other Loan Party. 
 ARTICLE IV 

COVENANTS 
 4.1
Performance of Loan Documents. Each Guarantor covenants and agrees that until the Termination Date, such Guarantor will perform and observe, and cause each of its Subsidiaries to perform and observe, all of the terms, covenants and agreements
set forth in the Loan Documents on its or their part to be performed or observed or that the Borrower has agreed to cause such Guarantor or such Subsidiaries to perform or observe. 

ARTICLE V 
 MISCELLANEOUS
PROVISIONS 
 5.1 Loan Document. This Agreement is a Loan Document executed pursuant to the Credit Agreement and shall (unless
otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof. 
 5.2
No Waiver; Remedies. No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other
or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by the Law. 

5.3 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Secured Party 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 setoff and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other
obligations (in whatever currency) at any time owing by, such Secured Party or any such Affiliate to or for the credit or the account of any Guarantor against any and all of the Obligations of such Guarantor now or hereafter existing under this
Agreement or any other Loan Documents to such Secured Party, irrespective of whether or not such Secured Party shall have made any demand under this Agreement or any other Loan Document and although such Obligations of such Guarantor may be
contingent or unmatured or are owed to a branch or office of such Secured Party different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Secured Party and their respective Affiliates under this
Section are in addition to other rights and remedies (including other rights of setoff) that such Secured Party or their respective Affiliates may have. Each Secured Party agrees to notify such Guarantor 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. 

  
 -9- 








 5.4 Indemnification. (a) Without limitation on any other Obligations of any Guarantor
or remedies of the Secured Parties under this Agreement, each Guarantor shall indemnify the Administrative Agent (and any sub-agent thereof), each other Secured Party, and each Related Party of any of the foregoing Persons (each such Person being
called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any
Indemnitee; provided, that, as long as no Default exists, the Guarantors shall engage and pay for defense counsel that is reasonably acceptable to the Administrative Agent in connection with claims brought by third parties and the
other Secured Parties may engage separate counsel under such circumstances at their own expense (it being understood that upon the occurrence of an Event of Default, all counsel shall be at the cost and expense of Guarantors), incurred by any
Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding
obligations of any Loan Party enforceable against such Loan Party in accordance with their terms; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or
related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Loan
Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined
by a court of competent jurisdiction. 
 (b) Each Guarantor hereby also agrees that none of the Indemnitees shall have any liability
(whether direct or indirect, in contract, tort or otherwise) to any of the Guarantors or any of their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact, and each Guarantor hereby agrees not to assert any
claim against any Indemnitee on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of or otherwise relating to the Loans, the actual or proposed use of the proceeds
of the Credit Extensions, the Loan Documents or any of the transactions contemplated by the Loan Documents. 
 (c) All amounts due under
this Section 5.4 shall be payable not later than ten Business Days after demand therefor. 
 (d) Without prejudice to the
survival of any of the other agreements of any Guarantor under this Agreement or any of the other Loan Documents, the agreements and obligations of each Guarantor contained in Section 2.1(a) (with respect to enforcement expenses), the
last sentence of Section 2.2, Section 2.5 and this Section 5.4 shall survive the payment in full of the Guaranteed Obligations and all of the other amounts payable under this Agreement. 

  
 -10- 








 5.5 Continuing Guaranty. This Agreement is a continuing agreement and shall:
(a) remain in full force and effect until the Termination Date, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Parties and their successors, transferees
and assigns. 
 5.6 Amendments, etc.; Additional Guarantors; Successors and Assigns. (a) No amendment to or waiver of any
provision of this Agreement nor consent to any departure by any Guarantor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent and, with respect to any such amendment, by the
Guarantors, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 

(b) Upon the execution and delivery by any Person of a Joinder Agreement in substantially the form of Exhibit G to the Credit Agreement, such
Person shall be referred to as an “Additional Guarantor” and shall be and become a Guarantor, and each reference in this Agreement to “Guarantor” shall also mean and be a reference to such Additional Guarantor. 

(c) This Agreement shall be binding upon each Guarantor and its successors, transferees and assigns and shall inure to the benefit of the
Administrative Agent and each other Secured Party and their respective successors, transferees and assigns; provided, however, that no Guarantor may assign its obligations hereunder without the prior written consent of the
Administrative Agent. 
 5.7 Addresses for Notices. All notices and other communications provided for hereunder shall be in writing
and mailed, delivered or transmitted by telecopier to each party hereto at the address set forth in Section 10.02 of the Credit Agreement (with any notice to a Guarantor being delivered to such Guarantor in care of the Borrower). All such
notices and other communications shall be deemed to be given or made at the times provided in Section 10.02 of the Credit Agreement. 

5.8 Section Captions. Section captions used in this Agreement are for convenience of reference only, and shall not affect the
construction of this Agreement. 
 5.9 Severability. If any provision of this Agreement is held to be illegal, invalid or
unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal,
invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. 
 5.10 Counterparts. This Agreement may be executed in
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. 

5.11 Governing Law, Etc. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


  
 -11- 








 (b) EACH GUARANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO
THE NONEXCLUSIVE JURISDICTION OF 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, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION 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 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 OR ANY OTHER SECURED
PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 

(c) EACH GUARANTOR IRREVOCABLY AND 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. 

(d) EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 5.7. NOTHING IN THIS
AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 
 5.12 Right
to Trial by Jury. EACH PARTY HERETO HEREBY IRREVOCABLY 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 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. 

  
 -12- 








 5.13 Entire Agreement. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES OR BY PRIOR OR CONTEMPORANEONS WRITTEN AGREEMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

 5.14 Release of Guarantor. Upon any Disposition of all of the outstanding Equity Interests of any Guarantor (whether direct or
indirect) permitted by Section 7.05 of the Credit Agreement, the Administrative Agent will, pursuant to Section 9.10 of the Credit Agreement, at the Borrower’s expense and without any representations, warranties or recourse of any
kind whatsoever, execute and deliver to the Borrower such documents as the Borrower shall reasonably request to evidence the release of such Guarantor from its obligations hereunder. 

5.15 Amendment and Restatement. 

(a) The Guarantors and the Administrative Agent on behalf of the Secured Parties hereby agree that upon the effectiveness of this Agreement,
the terms and provisions of the Existing Guaranty Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Secured Parties and any terms, conditions or matters related to any thereof, shall
be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Guaranty Agreement, except as otherwise expressly provided herein, shall be superseded
by this Agreement. 
 (b) Notwithstanding this amendment and restatement of the Existing Guaranty Agreement, including anything in this
Section 5.15 except as set forth in Section 5.15(c) below, (i) all of the indebtedness, liabilities and obligations owing by the Guarantors under the Existing Guaranty Agreement shall continue as obligations hereunder
and thereunder and shall be and remain secured by this Agreement, (ii) the Existing Guaranty shall continue hereunder, and (iii) this Agreement is given as a substitution of, and not as a payment of the indebtedness, liabilities and
obligations of the Guarantors under the Existing Guaranty Agreement and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing
Guaranty Agreement or the Existing Guaranty created thereunder. 

  
 -13- 








 (c) Effective as of the Closing Date, the Administrative Agent, on behalf of the Secured Parties,
hereby unconditionally releases the Excluded Subsidiary Guarantors from the Existing Guaranty. 
 [Signature Pages Follow] 

  
 -14- 








 IN WITNESS WHEREOF, each Guarantor has caused this Agreement to be duly executed and delivered by
its officer thereunto duly authorized as of the date first above written. 
  

			
	 INTEGRA LIFESCIENCES HOLDINGS
CORPORATION, a Delaware corporation


	 INTEGRA LIFESCIENCES CORPORATION, a Delaware corporation


		
	By:	 	 
	 Name:
	 	John B. Henneman, III
	 Title:
	 	Executive Vice President, Finance and
		 	Administration & Chief Financial Officer
	  
 ENDOSOLUTIONS, INC., a Delaware
corporation
 INTEGRA LUXTEC, INC., a Massachusetts corporation


	INTEGRA NEUROSCIENCES
	     (INTERNATIONAL), INC., a Delaware corporation

INTEGRA RADIONICS, INC., a Delaware corporation


	 ISOTIS ORTHOBIOLOGICS, INC., a Washington corporation

J. JAMNER SURGICAL INSTRUMENTS, INC., a Delaware corporation



	MILTEX, INC., a Delaware corporation
		
	By:	 	 
	 Name:
	 	John B. Henneman, III
	 Title:
	 	Vice President and Treasurer
	  
 MINNESOTA
SCIENTIFIC, INC., a Minnesota corporation

		
	By:	 	 
	 Name:
	 	John B. Henneman, III
	 Title:
	 	Vice President and Chief Financial Officer



  
 SUBSIDIARY GUARANTY
AGREEMENT 
 Signature Page 








 
					
	 THEKEN SPINE, LLC, an Ohio limited liability company

		
	By:	 	INTEGRA LIFESCIENCES
		 	CORPORATION, its sole member
			
		 	By:	 	 
		 	Name:	 	John B. Henneman, III
		 	Title:	 	Executive Vice President, Finance and
		 		 	Administration & Chief Financial Officer



  
 SUBSIDIARY GUARANTY
AGREEMENT 
 Signature Page 









			
	 ACKNOWLEDGED AND ACCEPTED:
  

BANK OF AMERICA, N.A., as Administrative Agent

		
	By:	 	 
		 	Name:
		 	Title:


  
 SUBSIDIARY GUARANTY
AGREEMENT 
 Signature Page 








 EXHIBIT G 

FORM OF JOINDER AGREEMENT 

This JOINDER AGREEMENT (this “Agreement”), dated as of
            , 20            , is by and between
            , a              (the “Subsidiary”), and Bank of America, N.A., in its capacity as
Administrative Agent under that certain Third Amended and Restated Credit Agreement, dated as of July 2, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit
Agreement”), among Integra LifeSciences Holdings Corporation, a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and
L/C Issuer. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement. 
 The Borrower is
required by Section 6.11 of the Credit Agreement to cause each Person that becomes a direct or indirect subsidiary of a Loan Party to execute and deliver a Joinder Agreement in the form hereof. 

Accordingly, the applicable Subsidiary hereby agrees as follows with the Administrative Agent, for the benefit of the Lenders: 

ARTICLE I 
 JOINDERS

 1.1 Subsidiary Guaranty. The Subsidiary hereby (a) acknowledges, agrees and confirms that, by its execution of this
Agreement, the Subsidiary will be deemed to be a party to the Subsidiary Guaranty and a “Guarantor” (as such term is defined in the Subsidiary Guaranty) for all purposes of the Credit Agreement and the Subsidiary Guaranty, and shall have
all of the obligations of a Guarantor thereunder as if it had executed the Subsidiary Guaranty, (b) jointly and severally together with the other Guarantors thereunder, guarantees to each Lender and the Administrative Agent, as provided in the
Subsidiary Guaranty, the prompt payment and performance of the Guaranteed Obligations (as defined in the Subsidiary Guaranty) in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in
accordance with the terms thereof, and (c) makes each representation and warranty set forth in Article III of the Subsidiary Guaranty as to itself to the same extent as each other Guarantor thereunder and hereby agrees to be bound as a
Guarantor by all of the terms and provisions of the Subsidiary Guaranty to the same extent as all other Guarantors thereunder. 
 1.2.
Security Agreement. The Subsidiary hereby (a) acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary will be deemed to be a party to the Security Agreement, and a “Grantor” (as such term is
defined in the Security Agreement) for all purposes of the Credit Agreement and the Security Agreement, and shall have all the obligations of a Grantor thereunder as if it had executed the Security Agreement, (b) assigns and pledges to the
Administrative Agent for its benefit and the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, as collateral for the Secured Obligations (as such
term is defined in the Security Agreement), a pledge and assignment of, and a security interest in, all of the right, title and interest of the undersigned in and to its Collateral, whether now owned or hereafter acquired, subject to all of the
terms and provisions of the Security Agreement, as if such Collateral of the undersigned had been subject to the Security Agreement on the date of its original execution, (c) attaches hereto supplements to Schedules I and II to the Security
Agreement, and certifies that such supplements have been prepared by the Subsidiary in substantially the form of the Schedules to the Security Agreement and are accurate and complete as of the date first above written, and (d) makes each
representation and warranty set forth in Article III of the Security Agreement as to itself and as to its Collateral to the same extent as each other Grantor and hereby agrees to be bound as a Grantor by all of the terms and provisions of the
Security Agreement to the same extent as all other Grantors. 

  
 Form of Joinder Agreement

 G-2 








 1.3. Pledge Agreement. The Subsidiary hereby (a) acknowledges, agrees and confirms
that, by its execution of this Agreement, the Subsidiary will be deemed to be a party to the Pledge Agreement, and a “Pledgor” (as such term is defined in the Pledge Agreement) for all purposes of the Pledge Agreement and shall have all
the obligations of a Pledgor thereunder as if it had executed the Pledge Agreement, (b) assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, and hereby grants to the Administrative
Agent for its benefit and the ratable benefit of the Secured Parties, as collateral for the Secured Obligations (as such term is defined in the Pledge Agreement), a pledge and assignment of, and a security interest in, all of the right, title and
interest of the undersigned in and to its Collateral, whether now owned or hereafter acquired, subject to all of the terms and provisions of the Pledge Agreement, as if such Collateral of the undersigned had been subject to the Pledge Agreement on
the date of its original execution, (c) attaches hereto a supplement to Schedule I to the Pledge Agreement, and certifies that such supplement has been prepared by the Subsidiary in substantially the form of Schedule I to the Pledge Agreement
and is accurate and complete as of the date first above written, and (d) makes each representation and warranty set forth in Article III of the Pledge Agreement as to itself and as to its Collateral to the same extent as each other Pledgor and
hereby agrees to be bound as a Pledgor by all of the terms and provisions of the Pledge Agreement to the same extent as all other Pledgors. 

ARTICLE II 

REPRESENTATIONS AND WARRANTIES 

The Subsidiary hereby represents and warrants that: 

(a) This Agreement has been duly authorized, executed and delivered by the Subsidiary and constitutes a legal, valid and binding obligation of
the Subsidiary, enforceable against the Subsidiary in accordance with its terms; and 
 (b) No Default has occurred and is continuing on the
date hereof. 

  
 Form of Joinder Agreement

 G-3 








 ARTICLE III 

EFFECTIVENESS 
 This
Agreement shall become effective on the date when the last of the following conditions shall have been satisfied: 
 (a) The Administrative
Agent shall have received the following (in each case in form and substance satisfactory to the Administrative Agent, in its reasonable discretion): 

(i) duly executed counterparts of this Agreement; 

(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of duly authorized
officers of the Subsidiary as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each duly authorized officer authorized to act on behalf of the Subsidiary in connection with this Agreement and the
other Loan Documents to which the Subsidiary is a party; 
 (iii) such documents and certifications as the Administrative
Agent may reasonably require to evidence that the Subsidiary is duly organized or formed, validly existing and in good standing in its jurisdiction of organization, including, certified copies of its Organization Documents, certificates of good
standing and/or qualification to engage in business and tax clearance certificates; 
 (iv) favorable opinions of counsel for
the Subsidiary, addressed to the Administrative Agent and each Lender, reasonably acceptable to the Administrative Agent and including, among other things, opinions regarding the enforceability of the security interests created thereby; 

(v) a certificate signed by a Responsible Officer of the Borrower (x) attaching copies of all consents, licenses and
approvals of Governmental Authorities, shareholders and other Persons required in connection with the execution, delivery and performance of this Agreement by the Subsidiary and the validity against the Subsidiary of this Agreement and required in
connection with this Agreement and the transactions contemplated thereby (including, without limitation, the expiration, without imposition of conditions, of all applicable waiting periods in connection with the transactions contemplated by this
Agreement), and such consents, licenses and approvals shall be in full force and effect, or (y) stating that no such consents, licenses or approvals are so required; 

(vi) original certificates evidencing all of the issued and outstanding shares of Capital Stock or other equity or other
ownership interests, if any, required to be pledged by the Subsidiary pursuant to the terms of the Pledge Agreement, which certificates shall be accompanied by undated stock powers duly executed in blank by each relevant pledgor in favor of the
Administrative Agent; 

  
 Form of Joinder Agreement

 G-4 








 (vii) the original Intercompany Notes required to be pledged by the Subsidiary
pursuant to the terms of the Pledge Agreement, if any, duly endorsed in blank by the Subsidiary in favor of the Administrative Agent; 

(viii) (A) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC-11) or similar search
reports certified by a party acceptable to the Administrative Agent, dated a date reasonably near (but prior to) the date hereof, listing all effective UCC financing statements, tax liens and judgment liens which name the Subsidiary as the debtor,
and which are filed in the jurisdictions in which the Subsidiary is organized or has its principal place of business, together with copies of such financing statements (none of which (other than financing statements filed pursuant to the terms
hereof in favor of the Administrative Agent, if such Form UCC-11 or search report, as the case may be, is current enough to list such financing statements) shall cover any of the Collateral) except to the extent permitted by Section 7.01 of the
Credit Agreement; 
 (ix) acknowledgment copies of UCC financing statements (or delivery in proper form for filing) naming
the Subsidiary as the debtor and the Administrative Agent as the secured party, and which such UCC financing statements have been filed, or have been delivered for filing under the UCC of all jurisdictions as may be necessary or, in the opinion of
the Administrative Agent, desirable to perfect the first priority security interest (subject to Liens permitted by Section 7.01 of the Credit Agreement) of the Administrative Agent pursuant to the Security Agreement; 

(x) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and
protect the first priority liens and security interests created under the Collateral Documents (subject to the Liens permitted by Section 7.01 of the Credit Agreement) has been taken (including, without limitation, receipt of duly executed
payoff letters and UCC-3 termination statements); and 
 (xi) evidence of appointment of Corporation Service Company as agent
for service of process in accordance with Section 5.12(b) of the Subsidiary Guaranty. 
 (b) No Default or Event of Default
shall have occurred and be continuing at the time of the execution and delivery hereof or would occur immediately after giving effect to the execution and delivery of this Agreement and the performance by the Subsidiary of its obligations hereunder.

 ARTICLE IV 

MISCELLANEOUS 
 4.1.
Integration; Confirmation. On and after the date hereof, each of the Subsidiary Guaranty, the Security Agreement, the Pledge Agreement, and the respective Schedules thereto shall be supplemented as expressly set forth herein; all other terms and
provisions of each of the Subsidiary Guaranty, the Security Agreement, the Pledge Agreement, the other Loan Documents and the respective Schedules thereto shall continue in full force and effect and unchanged and are hereby confirmed in all
respects. 

  
 Form of Joinder Agreement

 G-5 








 4.2. Loan Document. This Agreement is a Loan Document executed pursuant to the Credit
Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof. 

4.3. Expenses. The Subsidiary agrees to pay all reasonable out-of-pocket expenses of the Administrative Agent, including all reasonable
fees, charges and reasonable disbursements of counsel for the Administrative Agent, in connection with the preparation, execution and delivery of this Agreement or any document or agreement contemplated hereby. 

4.4. Addresses for Notices. All notices and other communications provided for hereunder shall be in writing and mailed, delivered or
transmitted by telecopier to each party hereto at the address set forth in Section 10.02 of the Credit Agreement (with any notice to the Subsidiary being delivered to the Subsidiary in care of the Borrower). All such notices and other
communications shall be deemed to be given or made at the times provided in Section 10.02 of the Credit Agreement. 
 4.5. Section
Captions. Section captions used in this Agreement are for convenience of reference only, and shall not affect the construction of this Agreement. 

4.6. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity
and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. 
 4.7. Counterparts. This Agreement may be executed in 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. 

4.8. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. 
 IN WITNESS WHEREOF, the Subsidiary has caused this Agreement to be duly executed
by its authorized officers, and the Administrative Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written. 

 

			
	[SUBSIDIARY]
		
	 By:
	 	 
	 Name:
	 	 
	 Title:
	 	 



  
 Form of Joinder Agreement

 G-6 








 
			
	Acknowledged and accepted:
	  
 BANK OF
AMERICA, N.A.,
as Administrative Agent

		
	 By:
	 	 
	 Name:
	 	 
	 Title:
	 	 



  
 Form of Joinder Agreement

 G-7 








 [ATTACH SUPPLEMENTS TO SCHEDULES I AND II TO SECURITY AGREEMENT] 

  
 Form of Joinder Agreement

 G-8 








 [ATTACH SUPPLEMENTS TO SCHEDULE I TO PLEDGE AGREEMENT] 

  
 Form of Joinder Agreement

 G-9 








 EXHIBIT H 

FORM OF OPINION 

Opinions shall be in form and substance reasonably 

satisfactory to the Administrative Agent and the Secured Parties. 

  
 Form of Opinion 

H-1 








 EXHIBIT I 

FORM OF PLEDGE AGREEMENT 

See attached. 

  
 Form of Pledge Agreement

 I-1 








 Execution Copy 

AMENDED AND RESTATED 

PLEDGE AGREEMENT 
 This
AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of August 10, 2010 (as amended, restated, amended and restated, supplemented or modified from time to time, this “Agreement”), is made by INTEGRA LIFESCIENCES HOLDINGS
CORPORATION, a Delaware corporation (the “Borrower”), and each of the other Persons (such capitalized term and all other capitalized terms not otherwise defined herein to have the meanings provided for in Article I)
listed on the signature pages hereof (such other Persons, together with the Additional Pledgors (as defined in Section 7.2(b)), and the Borrower, are collectively referred to as the “Pledgors” and individually as a
“Pledgor”), in favor of BANK OF AMERICA, N.A., as administrative and collateral agent (in such capacity, the “Administrative Agent”) for each of the Secured Parties. 

W I T N E S S E T H: 

WHEREAS, the Pledgors have entered into that certain Pledge Agreement dated as of December 22, 2005 (as amended, supplemented or
modified from time to time prior to the date hereof, the “Existing Pledge Agreement”), pursuant to which the Pledgors granted to the Secured Parties a security interest (the “Existing Security Interest”) in all
right, title or interest in or to any and all of certain assets and properties of the Debtor as more specifically set forth therein; and  

WHEREAS, pursuant to that certain Amended and Restated Credit Agreement, dated as of the date hereof (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the various financial institutions as are, or may from time to time become, parties thereto and the Administrative Agent,
the L/C Issuer and Swing Line Lender, the Secured Parties have agreed to continue to make Credit Extensions and other financial accommodations available to or for the benefit of the Pledgors; 

WHEREAS, as a condition precedent to the making of the initial Credit Extension under the Credit Agreement, each Pledgor is required to
execute and deliver this Agreement; and  
 WHEREAS, each Pledgor has duly authorized the execution, delivery and performance
of this Agreement;  
 NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in order to induce the Lenders to make Credit Extensions (including the initial Credit Extension) to the Borrower pursuant to the Credit Agreement, each Pledgor agrees, for the benefit of each Secured Party, as follows: 







 ARTICLE I 

DEFINITIONS 
 1.1
Definitions. The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and plural forms
thereof): 
 “Additional Pledgors” is defined in Section 7.2(b). 

“Administrative Agent” is defined in the preamble. 

“Agreement” is defined in the preamble. 

“Borrower” is defined in the preamble. 

“Credit Agreement” is defined in the second recital. 

“Collateral” is defined in Section 2.1. 

“Distributions” means all Equity Interest dividends, other dividends, including liquidating dividends, Equity Interests
resulting from (or in connection with the exercise of) splits, reclassifications, warrants, options, non-cash dividends and all other distributions (whether similar or dissimilar to the foregoing) on or with respect to any Pledged Equity Interests
or other Equity Interests constituting Collateral, but shall not include Dividends. 
 “Dividends” means cash dividends and
cash distributions with respect to any Pledged Equity Interests made in the ordinary course of business and not as a liquidating dividend. 

“Domestic Subsidiary” means a Subsidiary that is organized under the laws of a political subdivision of the United States.

 “Equity Interests” is defined in the Credit Agreement. 

“Excluded Subsidiary Collateral” means all Collateral (as defined in the Existing Pledge Agreement) in which the
Administrative Agent, on behalf of the Secured Parties, was granted a security interest by a Pledgor under the Existing Pledge Agreement that is an Excluded Subsidiary other than a Pledged Excluded Subsidiary as of the Closing Date under the Credit
Agreement. 
 “Existing Pledge Agreement” is defined in the first recital. 

“Existing Security Interest” is defined in the first recital. 

“Foreign Subsidiary” means a Subsidiary that is not organized under the laws of a political subdivision of the United States.

 “Indemnitee” is defined in Section 6.5. 

“Lender” is defined in the Credit Agreement. 

  
 - 2 - 








 “LLC Agreement” means the limited liability company agreement, operating
agreement and other organizational document of a Securities Issuer which is a limited liability company, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time. 

“Parent” is defined in the preamble. 

“Partnership Agreement” means the partnership agreement and other organizational document of a Securities Issuer which is a
partnership, as the same way be amended, restated, amended and restated, supplemented or otherwise modified from time to time. 

“Person” is defined in the Credit Agreement. 

“Pledged Equity Interests” means all Pledged Shares, Pledged Partnership Interests and Pledged Membership Interests. 

“Pledged Membership Interests” is defined in Section 2.1(c). 

“Pledged Notes” is defined in Section 2.1(a). The form of the original Pledged Notes hereunder is attached as
Exhibit A hereto. 
 “Pledged Partnership Interests” is defined in Section 2.1(c). 

“Pledged Shares” is defined in Section 2.1(b). 

“Pledgor” and “Pledgors” is defined in the preamble. 

“Proceeds” is defined in the Security Agreement. 

“Security Agreement” is defined in the Credit Agreement. 

“Secured Obligations” is defined in the Security Agreement. 

“Secured Party” is defined in the Credit Agreement. 

“Securities Act” is defined in Section 6.2. 

“Securities Issuer” means any Person listed on Schedule I hereto (as such Schedule may be supplemented from time to
time pursuant to Section 4.1(b) hereto) that has issued or may issue a Pledged Equity Interest or a Pledged Note. 

“Termination Date” is defined in the Security Agreement. 

“UCC” is defined in the Credit Agreement. 

1.2 Credit Agreement Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement,
including its preamble and recitals, have the meanings provided in the Credit Agreement. 

  
 - 3 - 








 1.3 UCC Definitions. Unless otherwise defined herein or the context otherwise requires,
terms for which meanings are provided in the UCC are used in this Agreement, including its preamble and recitals, with such meanings. 

1.4 Other Interpretive Provisions. The rules of construction in Sections 1.02 to 1.06 of the Credit Agreement shall be equally
applicable to this Agreement. 
 ARTICLE II 

PLEDGE 
 2.1 Grant of
Security Interest. Each Pledgor hereby pledges, assigns, charges, mortgages, delivers, and transfers to the Administrative Agent the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent, for the ratable
benefit of the Secured Parties, a continuing security interest in all of its right, title and interest in and to the following property of such Pledgor, whether now or hereafter existing or acquired (collectively, the “Collateral”):

 (a) all promissory notes of each Securities Issuer identified in Item A of Schedule I hereto (as such Schedule may be
supplemented from time to time pursuant to Section 4.1(b)) opposite the name of such Pledgor and all other promissory notes of any such Securities Issuer issued from time to time to such Pledgor, as such promissory notes are amended,
modified, supplemented, restated or otherwise modified from time to time and together with any promissory note of any Securities Issuer taken in extension or renewal thereof or substitution therefor (such promissory notes being referred to herein as
the “Pledged Notes”); 
 (b) all issued and outstanding shares of capital stock of each Securities Issuer which is a
corporation (or similar type of issuer) identified in Item B of Schedule I hereto (as such Schedule may be supplemented from time to time pursuant to Section 4.1(b)) opposite the name of such Pledgor and all additional
shares of capital stock of any such Securities Issuer from time to time acquired by such Pledgor in any manner, and the certificates representing such shares of capital stock (such shares of capital stock being referred to herein as the
“Pledged Shares”); 
 (c) all Equity Interests of each Securities Issuer which is a limited liability company or
partnership identified in Item C or Item D, respectively, of Schedule I hereto (as such Schedule may be supplemented from time to time pursuant to Section 4.1(b)) opposite the name of such Pledgor and all additional
Equity Interests of any such Securities Issuer from time to time acquired by such Pledgor in any manner, including, in each case, (i) the LLC Agreement or Partnership Agreement, as the case may be, of such Securities Issuer, (ii) all
rights (but not obligations) of such Pledgor as a member or partner thereof, as the case may be, and all rights to receive Dividends and Distributions from time to time received, receivable, or otherwise distributed thereunder, (iii) all claims
of such Pledgor for damages arising out of or for breach of or default under such LLC Agreement or Partnership Agreement, (iv) the right of such Pledgor to terminate such LLC Agreement or Partnership Agreement, to perform and exercise
consensual or voting rights thereunder, and to compel performance and otherwise exercise all remedies thereunder, (v) all rights of such Pledgor, whether as a member or partner thereof, as the case may be, to all property and assets of such
Securities Issuer (whether real property, inventory, equipment, accounts, general intangibles, securities, instruments, chattel paper, documents, choses in action, financial assets, or otherwise) and (vi) all certificates or instruments, if
any, evidencing such Equity Interests (such Equity Interests being referred to herein, in the case of membership interests, as the “Pledged Membership Interests” and, in the case of partnership interests, as the “Pledged
Partnership Interests”); 

  
 - 4 - 








 (d) all Dividends, Distributions, principal, interest, and other payments and rights with
respect to any of the items listed in clauses (a), (b), and (c) above; and 
 (e) all Proceeds of any and all
of the foregoing Collateral. 
 Notwithstanding the foregoing, no Minority Equity Interests nor Equity Interests in Excluded Subsidiaries (other than
Pledged Excluded Subsidiaries (as defined in the Security Agreement), if any) shall constitute Collateral. 
 2.2 Security for Secured
Obligations. The Collateral of each Pledgor under this Agreement secures the prompt payment in full of all Secured Obligations of such Pledgor under the Loan Documents. 

2.3 Delivery of Collateral. All certificates or instruments, if any, representing or evidencing any Collateral, including all Pledged
Equity Interests and all Pledged Notes, shall be delivered to and held by or on behalf of the Administrative Agent pursuant hereto, shall be in suitable form for transfer by delivery, and shall be accompanied by all necessary instruments of transfer
or assignment, duly executed in blank. 
 2.4 Dividends on Pledged Equity Interests and Payments on Pledged Notes. So long as no
Event of Default has occurred and is continuing, any Dividend or payment in respect of any Pledged Note may be paid directly to the applicable Pledgor. If any Event of Default has occurred and is continuing, then any such Dividend or payment shall
be paid directly to the Administrative Agent. 
 2.5 Continuing Security Interest; Transfer of Credit Extensions. This Agreement
shall create a continuing security interest in the Collateral and shall remain in full force and effect until the Termination Date, be binding upon each Pledgor and its successors, transferees and assigns, and inure, together with the rights and
remedies of the Administrative Agent hereunder, to the benefit of the Administrative Agent and each other Secured Party. Without limiting the generality of the foregoing, any Secured Party may assign or otherwise transfer (in whole or in part) any
Credit Extension held by it to any other Person, and such other Person shall thereupon become vested with all the rights and benefits in respect thereof granted to such Secured Party under any Loan Document (including this Agreement) or otherwise,
subject, however, to any contrary provisions in such assignment or transfer. 
 2.6 Security Interest Absolute. All rights of the
Administrative Agent and the security interests granted to the Administrative Agent hereunder, and all obligations of each Pledgor hereunder, shall be, absolute and unconditional, irrespective of any of the following conditions, occurrences or
events: 
 (a) any lack of validity or enforceability of any Loan Document; 

  
 - 5 - 








 (b) the failure of any Secured Party to assert any claim or demand or to enforce any right or
remedy against any Loan Party, the Borrower, any other Pledgor or any other Person under the provisions of any Loan Document, or otherwise or to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured
Obligation; 
 (c) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured
Obligations or any other extension, compromise or renewal of any Secured Obligation, including any increase in the Secured Obligations resulting from the extension of additional credit to any Pledgor or otherwise; 

(d) any reduction, limitation, impairment or termination of any Secured Obligation for any reason, including any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to (and each Pledgor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality,
non-genuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligation or otherwise; 

(e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of any Loan
Document; 
 (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any
amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations; or 

(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, any Loan
Party, the Borrower, any other Pledgor or otherwise. 
 2.7 Pledgors Remain Liable. Anything herein to the contrary notwithstanding
(a) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Pledgor from any of its duties or obligations under any contracts or agreements included in the Collateral and (b) neither the Administrative
Agent nor any other Secured Party shall have any obligation or liability under any such contracts or agreements included in the Collateral by reason of this Agreement, nor shall the Administrative Agent or any other Secured Party be obligated to
perform any of the obligations or duties of any Pledgor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. 

2.8 Subrogation. Until the Termination Date, no Pledgor shall exercise any claim or other rights which it may now or hereafter acquire
against any other Pledgor that arises from the existence, payment, performance or enforcement of such Pledgor’s obligations under this Agreement, including any right of subrogation, reimbursement, exoneration or indemnification, any right to
participate in any claim or remedy against any other Pledgor or any collateral which the Administrative Agent now has or hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law,
including the right to take or receive from any other Pledgor, directly or indirectly, in cash or other property or by setoff or in any manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Pledgor
in violation of the preceding sentence, such amount shall be deemed to have been paid for the benefit of the Secured Parties, and shall forthwith be paid to the Administrative Agent to be credited and applied upon the Secured Obligations, whether
matured or unmatured. Each Pledgor acknowledges that it will receive direct and indirect benefits for the financing arrangements contemplated by the Loan Documents and that the agreement set forth in this Section is knowingly made in contemplation
of such benefits. 

  
 - 6 - 








 2.9 Release; Termination. (a) Upon any sale, transfer or other disposition (direct or
indirect) of any item of Collateral of any Pledgor in accordance with Section 7.05 of the Credit Agreement, the Administrative Agent will, at such Pledgor’s expense and without any representations, warranties or recourse of any kind
whatsoever, execute and deliver to such Pledgor such documents as such Pledgor shall reasonably request to evidence the release of such item of Collateral from the pledge, assignment and security interest granted hereby; provided,
however, that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing, and (ii) such Pledgor shall have delivered to the Administrative Agent, at least five Business Days prior to
the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses
in connection therewith, together with a form of release for execution by the Administrative Agent (which release shall be in form and substance satisfactory to the Administrative Agent) and a certificate of such Pledgor to the effect that the
transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent (or the Required Lenders through the Administrative Agent) may reasonably request. 

(b) Upon the Termination Date, the pledge, assignment and security interest granted hereby shall terminate and all rights to the Collateral
shall revert to the applicable Pledgor. Upon any such termination, the Administrative Agent will, at the applicable Pledgor’s expense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such
Pledgor such documents as such Pledgor shall reasonably request to evidence such termination and deliver to such Pledgor all certificates and instruments representing or evidencing the Collateral then held by the Administrative Agent. 

ARTICLE III 

REPRESENTATIONS AND WARRANTIES 

Each Pledgor represents and warrants unto each Secured Party, as at the date of each pledge and delivery hereunder (including each pledge and
delivery of a Pledged Equity Interest and each pledge and delivery of a Pledged Note) by such Pledgor to the Administrative Agent of any Collateral, as set forth in this Article. 

3.1 Ownership; No Liens, etc. (a) Schedule I hereto accurately identifies as of the date hereof and as of each date such
Schedule is supplemented pursuant to Section 4.1(b) hereof each of the following: 
 (i) all shares of capital stock,
membership interests, general and limited partnership interests and other Equity Interests in any Person (other than an Excluded Subsidiary that is not a Pledged Excluded Subsidiary) owned by such Pledgor; and 

  
 - 7 - 








 (ii) all promissory notes (including Intercompany Notes) and debt securities of any other Person
owned by such Pledgor and all outstanding loans and advances for borrowed money made by such Pledgor to any other Person. 
 (b) Such
Pledgor is the legal and beneficial owner of, and has good and marketable title to (and has full right and authority to pledge and assign) such Collateral, free and clear of all Liens, except for this security interest granted pursuant hereto in
favor of the Administrative Agent. 
 3.2 Valid Security Interest. The delivery of such Collateral to the Administrative Agent is
effective to create a valid, perfected, first priority security interest in such Collateral and all Proceeds thereof, subject to no other Liens, securing the payment of the Secured Obligations. No filing or other action will be necessary to perfect
or protect such security interest. 
 3.3 As to Pledged Notes. Each Pledged Note has been duly authorized, executed, endorsed, issued
and delivered, and is the legal, valid and binding obligation of the relevant Securities Issuer thereof, and is not in default. 
 3.4 As
to Pledged Shares. In the case of any Pledged Share constituting such Collateral, all of such Pledged Shares are duly authorized and validly issued, fully paid, and non-assessable, and constitute 100% of the issued and outstanding voting capital
stock and 100% of the non-voting shares of capital stock of each Securities Issuer thereof (or 100% of such lesser percentage as is permitted to be hereafter acquired pursuant to the terms of the Credit Agreement). The Pledgors have no Subsidiaries
other than those set forth on Schedule 5.08 of the Credit Agreement. 
 3.5 As to Pledged Membership Interests and Pledged Partnership
Interests, etc. (a) In the case of any Pledged Membership Interests and Pledged Partnership Interests constituting a part of the Collateral, all of such Pledged Equity Interests are duly authorized and validly issued, fully paid, and
non-assessable, and constitute all of the issued and outstanding Equity Interests held by such Pledgor in the applicable Securities Issuer. 

(b) Each LLC Agreement and Partnership Agreement to which such Pledgor is a party, true and complete copies of which have been furnished to
the Administrative Agent, has been duly authorized, executed, and delivered by such Pledgor, has not been amended or otherwise modified except as permitted by the Credit Agreement, is in full force and effect, and is binding upon and enforceable
against such Pledgor in accordance with its terms. There exists no default under any such LLC Agreement or Partnership Agreement by such Pledgor. 

(c) Each such LLC Agreement and Partnership Agreement, as the case may be, expressly provides that the Pledged Membership Interests or Pledged
Partnership Interests, as the case may be, are not “securities” governed by Article 8 of applicable Uniform Commercial Code (or, if they are, Pledgors have delivered certificates representing such interest). 

(d) Such Pledgor’s Equity Interest in the applicable Securities Issuer is set forth in Schedule I hereto, as supplemented from
time pursuant to Section 4.1(b), and Schedule I, as so supplemented, accurately reflects whether such Equity Interest is in certificated form. 

  
 - 8 - 








 (e) Such Pledgor had and has the power and legal capacity to execute and carry out the provisions
of all such LLC Agreements and Partnership Agreements, as the case may be, to which it is a party. Such Pledgor has substantially performed all of its obligations to date under all such LLC Agreements and Partnership Agreements, as the case may be,
and has not received notice of the failure of any other party thereto to perform its obligations thereunder. 
 (f) The state of
organization of each Securities Issuer is as set forth in Schedule I hereto. 
 3.6 Authorization, Approval, etc. No
authorization, approval, or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required (except those which have been obtained) either: 

(a) for the pledge by such Pledgor of any Collateral pursuant to this Agreement or for the execution, delivery, and performance of this
Agreement by such Pledgor; or 
 (b) for the exercise by the Administrative Agent of the voting or other rights provided for in this
Agreement or the remedies in respect of the Collateral pursuant to this Agreement, except, with respect to the Pledged Equity Interests, as may be required in connection with a disposition of such Pledged Equity Interests by Laws affecting the
offering and sale of securities generally. 
 3.7 Excluded Subsidiaries. At all times during the Term of this Agreement, all Excluded
Subsidiaries shall be direct or indirect Subsidiaries of a Subsidiary Guarantor. All Collateral in each Excluded Subsidiary that is a Domestic Subsidiary and that (a) directly owns at least a majority of the Equity Interests in any Foreign
Subsidiary or (b) owns any IP Rights that could reasonably be expected to be material to the exercise by the Secured Parties of all or any material portion of their respective rights and remedies under the Loan Documents, including, without
limitation, the Disposition of any of the “Collateral” (as defined in the Credit Agreement), has been, or will be no later than the date required under the Credit Agreement, pledged to the Administrative Agent, for the benefit of the
Secured Parties, in accordance herewith. 
 3.8 Loan Documents. Each Pledgor makes each representation and warranty made in each of
the Loan Documents by the Parent or the Borrower or any other Loan Party with respect to such Pledgor as if such representation and warranty were expressly set forth herein. 

ARTICLE IV 
 COVENANTS

 Each Pledgor covenants and agrees that, until the Termination Date, such Pledgor will, unless the Administrative Agent with the
consent of the Required Lenders shall otherwise agree in writing, perform the obligations set forth in this Section. 
 4.1 Protect
Collateral; Further Assurances, etc. (a) No Pledgor will create or suffer to exist any Lien on the Collateral (except a Lien in favor of the Administrative Agent and Permitted Liens). Each Pledgor will warrant and defend the right and title
herein granted unto the Administrative Agent in and to the Collateral (and all right, title, and interest represented by the Collateral) against the claims and demands of all Persons whomsoever except the holders of Permitted Liens. 

  
 - 9 - 








 (b) Promptly following any Investment made by any Pledgor in any other Person (other than an
Excluded Subsidiary that is not a Pledged Excluded Subsidiary and other than Minority Equity Interests) after the date hereof which is not described in Schedule I hereto and, in any case, not later than the next date thereafter on which the
Borrower is required to deliver a Compliance Certificate pursuant to Section 6.02(b) of the Credit Agreement, the Borrower, on behalf of such Pledgor, shall deliver a supplement to Schedule I hereto which supplement shall
accurately describe such Investment, together with a certificate of a Responsible Officer certifying that, as of the date thereof and after giving effect to the supplement to such schedule delivered therewith, the representations and warranties in
Article III hereof are true and correct. Following receipt by any Pledgor of any promissory note or certificate evidencing any such Investment made by any Pledgor in any such Person which has not been delivered by such Pledgor to the
Administrative Agent in pledge hereunder, such Pledgor shall deliver such promissory note or other certificate to the Administrative Agent, indorsed and accompanied by instruments of transfer or assignment as contemplated by Section 2.3
hereof. 
 (c) Each Pledgor agrees that at any time, and from time to time, at the expense of such Pledgor, such Pledgor will promptly
execute and deliver all further instruments, and take all further action, that may be necessary, or that the Administrative Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby
or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. 
 (d) Each
Pledgor will not permit any Securities Issuer of any Pledged Equity Interests pledged by such Pledgor hereunder to issue any certificated Equity Interest unless the same. 

4.2 Powers, Control, etc. (a) Each Pledgor agrees that all certificated Pledged Equity Interests (and all other certificated
Equity Interests constituting Collateral) delivered by such Pledgor pursuant to this Agreement will be accompanied by duly executed undated blank powers, or other equivalent instruments of transfer reasonably acceptable to the Administrative Agent.

 (b) With respect to any Pledged Equity Interests in which any Pledgor has any right, title or interest and that constitutes an
uncertificated security, such Pledgor will cause the applicable Securities Issuer either (i) to register the Administrative Agent as the registered owner of such Pledged Equity Interest or (ii) to deliver a written acknowledgement and
agreement to the Administrative Agent (A) to acknowledge the security interest of the Administrative Agent in such Pledged Equity Interest granted hereunder, (B) to confirm that such Securities Issuer has marked the company register for
such Pledged Equity Interest or other applicable records to reflect such security interest of the Administrative Agent, (C) to confirm to the Administrative Agent that it has not received notice of any other Lien in such Pledged Equity Interest
(and has not agreed to accept instructions from any other Person in respect of such Pledged Equity Interest and will not accept or execute any instructions to transfer ownership of such Pledged Equity Interest unless consented to in writing by the
Administrative Agent) and (D) to agree with such Pledgor and the Administrative Agent that, after the occurrence and during the continuation of an Event of Default, such Securities Issuer will comply with instructions with respect to such
Pledged Equity Interest originated by the Administrative Agent without further consent of such Pledgor, such acknowledgement and agreement to be in form and substance reasonably satisfactory to the Administrative Agent. 

  
 - 10 - 








 (c) Each Pledgor which is the Securities Issuer of any Pledged Equity Interests in which any
other Pledgor has any right, title, or interest, hereby (i) acknowledges the security interest of the Administrative Agent in such Pledged Equity Interests granted by such other Pledgor hereunder, (ii) confirms that it has marked its
register for such Pledged Equity Interests or other applicable company records to reflect such security interest of the Administrative Agent, (iii) confirms that it has not received notice of any other Lien in such Pledged Equity Interests (and
has not agreed to accept instructions from any other person in respect of such Pledged Equity Interests and will not accept or execute any instructions to transfer ownership of such Pledged Equity Interest unless consented to in writing by the
Administrative Agent), (iv) agrees that it will comply with the instructions with respect to such Pledged Equity Interests originated by the Administrative Agent without further consent of such other Pledgor and (v) unless the Partnership
Agreement or LLC Agreement, as the case may be, of any such Pledgor already so provides on the date such Pledgor becomes a party to this Agreement, agrees to promptly prepare, execute and deliver to each of its partners or members, as the case may
be, any amendment or supplement to such Partnership Agreement or LLC Agreement, as the case may be, as may be necessary to expressly provide that the Equity Interests of such Pledgor are not “securities” governed by Article 8 of the
applicable Uniform Commercial Code (or if such Equity Interests are such securities, Pledgor shall deliver certificates therefore) (and each Pledgor which is a partner or member of such Pledgor shall promptly execute and deliver such amendment).

 (d) Each Pledgor will, from time to time upon the request of the Administrative Agent, promptly deliver to the Administrative Agent such
powers, instruments, and similar documents, satisfactory in form and substance to the Administrative Agent, with respect to the Collateral as the Administrative Agent may reasonably request and will, from time to time upon the request of the
Administrative Agent after the occurrence of any Event of Default, promptly transfer any Pledged Equity Interests or other Equity Interests constituting Collateral into the name of any nominee designated by the Administrative Agent. 

4.3 Continuous Pledge. Subject to Section 2.4 and 2.9, each Pledgor will, at all times, keep pledged to the
Administrative Agent pursuant hereto all Pledged Equity Interests and all other Equity Interests constituting Collateral, all Dividends and Distributions with respect thereto, all Pledged Notes, all interest, principal and other proceeds received by
the Administrative Agent with respect to the Pledged Notes, and all other Collateral and other securities, instruments, proceeds, and rights from time to time received by or distributable to such Pledgor in respect of any Collateral. 

  
 - 11 - 








 4.4 Voting Rights; Dividends, etc. Each Pledgor agrees: 

(a) after any Event of Default shall have occurred and be continuing, promptly upon receipt thereof by such Pledgor and without any request
therefor by the Administrative Agent, to deliver (properly indorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent all Dividends, Distributions, interest, principal, other cash payments, and proceeds of
the Collateral, all of which shall be held by the Administrative Agent as additional Collateral for use in accordance with Section 6.4; and 

(b) after any Event of Default shall have occurred and be continuing and the Administrative Agent has notified such Pledgor of the
Administrative Agent’s intention to exercise its voting power under this clause: 
 (i) the Administrative Agent may exercise (to
the exclusion of such Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Equity Interests or other Equity Interests constituting Collateral and such Pledgor hereby grants the Administrative Agent an
irrevocable proxy, exercisable under such circumstances, to vote the Pledged Equity Interests and such other Collateral; and 

(ii) such Pledgor shall promptly deliver to the Administrative Agent such additional proxies and other documents as may be necessary to
allow the Administrative Agent to exercise such voting power. 
 All Dividends, Distributions, interest, principal, cash payments, and proceeds which may at
any time and from time to time be held by any Pledgor but which such Pledgor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by each Pledgor separate and apart from its other
property in trust for the Administrative Agent. The Administrative Agent agrees that until an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given the notice referred to in clause
(b) above, each Pledgor shall have the exclusive voting power with respect to any Equity Interests constituting Collateral and the Administrative Agent shall, upon the written request of each Pledgor, promptly deliver such proxies and other
documents, if any, as shall be reasonably requested by each Pledgor which are necessary to allow such Pledgor to exercise voting power with respect to any such Equity Interests constituting Collateral; provided, however, that no vote
shall be cast, or consent, waiver, or ratification given, or action taken or any action not taken by the Pledgor that would impair any Collateral or violate any provision of the Credit Agreement or any other Loan Document (including this Agreement).

 4.5 As to LLC Agreements and Partnership Agreements. (a) Each Pledgor of a Pledged Membership Interest and/or Pledged
Partnership Interests shall at its own expense: 
 (i) perform and observe all the terms and provisions of each LLC Agreement and/or
Partnership Agreement, as the case may be, to which it is a party and each other contract and agreement included in all the Collateral to be performed or observed by it, maintain such LLC Agreement and/or Partnership Agreement, as the case may be,
and each such other contract and agreement in full force and effect, enforce such LLC Agreement and/or Partnership Agreement, as the case may be, and each such other contract and agreement in accordance with its terms, and take all such action to
such end as may from time to time be reasonably be requested by the Administrative Agent; and 

  
 - 12 - 








 (ii) furnish to the Administrative Agent promptly upon receipt thereof copies of all material
notices, requests and other documents received by such Pledgor under or pursuant to such LLC Agreement and/or Partnership Agreement, as the case may be, and any other contract or agreement included in the Collateral to which it is a party, and from
time to time (A) furnish to the Administrative Agent such information and reports regarding the Collateral as the Administrative Agent may reasonably request, and (B) upon the reasonable request of the Administrative Agent, make to any
other party to such LLC Agreement and/or Partnership Agreement, as the case may be, or any such other contract or agreement such demands and requests for information and reports or for action as such Pledgor is entitled to make thereunder. 

(b) No Pledgor of a Pledged Membership Interest and/or Pledged Partnership Interest, as the case may be, shall, except as otherwise permitted
by the Credit Agreement: 
 (i) cancel or terminate any LLC Agreement, Partnership Agreement or any other contract or agreement
included in the Collateral to which it is a party or consent to or accept any cancellation or termination thereof; 
 (ii) amend or
otherwise modify any such LLC Agreement, Partnership Agreement or any such contract or agreement or give any consent, waiver, or approval thereunder; 

(iii) waive any default under or breach of any such LLC Agreement, Partnership Agreement or any such other contract or agreement; or

 (iv) take any other action in connection with any such LLC Agreement or any such other contract or agreement that would impair the
value of the interest or rights of such Pledgor thereunder or that would impair the interest or rights of the Administrative Agent. 

4.6 As to Pledged Notes. Each Pledgor will not, without the prior written consent of the Administrative Agent: 

(a) enter into any agreement amending, supplementing, or waiving any provision of any Pledged Note (including any underlying instrument
pursuant to which such Pledged Note is issued) or compromising or releasing or extending the time for payment of any obligation of the maker thereof; or 

(b) take or omit to take any action the taking or the omission of which could result in any impairment or alteration of any obligation of
the maker of any Pledged Note or other instrument constituting Collateral. 
 ARTICLE V 

THE ADMINISTRATIVE AGENT 

5.1 Appointment as Attorney-in-Fact. Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent and any officer
or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Pledgor and in the name of such Pledgor or in its own name, for the purpose of
carrying out the terms of this Agreement, to take, upon the occurrence and during the continuation of any Event of Default, any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to
accomplish the purposes of this Agreement. Without limiting the generality of the foregoing (and in addition to the powers and rights granted to the Administrative Agent pursuant to Article V of the Security Agreement), each Pledgor hereby gives the
Administrative Agent the power and right, on behalf of such Pledgor, without notice to or assent by such Pledgor, to do any or all of the following upon the occurrence and during the continuation of an Event of Default: 

  
 - 13 - 








 (a) in the name of such Pledgor or its own name, or otherwise, take possession of and indorse and
collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under or in respect of any Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed
appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under or in respect of any Collateral whenever payable; and 

(b) (i) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due
thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (ii) ask or demand for, collect, and receive payment of and give receipt for, any and all moneys, claims and other amounts due or to become due at any
time in respect of or arising out of any Collateral; (iii) receive, collect, sign and indorse any drafts or other instruments, documents and chattel paper in connection with any of the Collateral; (iv) commence and prosecute any suits,
actions or proceedings at Law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (v) defend any suit, action or proceeding brought
against such Pledgor with respect to any Collateral; (vi) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate; and
(vii) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and do, at
the Administrative Agent’s option and such Pledgor’s expense, at any time, or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Secured
Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Pledgor might do. 
 Each Pledgor
hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled with an interest. 

5.2 Administrative Agent May Perform. If any Pledgor fails to perform any agreement contained herein, the Administrative Agent may
itself perform, or cause performance of, such agreement upon notice and expiration of the applicable cure period, and the reasonable expenses of the Administrative Agent incurred in connection therewith shall be payable by such Pledgor pursuant to
Section 6.5. 
 5.3 Administrative Agent Has No Duty. (a) In addition to, and not in limitation of,
Section 2.7, the powers conferred on the Administrative Agent hereunder are solely to protect its interest (on behalf of the Secured Parties) in the Collateral and shall not impose any duty on it to exercise any such powers. Neither the
Administrative Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise
dispose of any Collateral upon the request of any Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof (including the taking of any necessary steps to preserve rights against prior
parties or any other rights pertaining to any Collateral). Neither the Administrative Agent nor any of its officers, directors, employees or agents shall be responsible to any Pledgor for any act or failure to act hereunder, except for their own
gross negligence or willful misconduct. 

  
 - 14 - 








 (b) Each Pledgor assumes all responsibility and liability arising from or relating to the use,
sale or other disposition of the Collateral. The Secured Obligations shall not be affected by any failure of the Administrative Agent to take any steps to perfect the pledge and security interest granted hereunder or to collect or realize upon the
Collateral, nor shall loss or damage to the Collateral release any Pledgor from any of its Secured Obligations. 
 ARTICLE VI 

REMEDIES 
 6.1 Certain
Remedies. If any Event of Default shall have occurred and be continuing: 
 (a) The Administrative Agent may exercise in respect of
the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the UCC and also may, without demand of performance or other demand,
presentment, protest, advertisement or notice of any kind (except any notice required by applicable Law referred to below) to or upon any Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby
waived), sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing) in one or more parcels at public or private sale, at any of the
Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. Each Pledgor agrees that, to the extent notice of sale shall be
required by applicable Law, at least ten (10) days’ prior notice to such Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative
Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and
such sale may, without further notice, be made at the time and place to which it was so adjourned. 
 (b) The Administrative Agent may: 

(i) transfer all or any part of the Collateral into the name of the Administrative Agent or its nominee, with or without disclosing that such
Collateral is subject to the lien and security interest hereunder; 

  
 - 15 - 








 (ii) notify the parties obligated on any of the Collateral to make payment to the Administrative
Agent of any amount due or to become due thereunder; 
 (iii) enforce collection of any of the Collateral by suit or otherwise, and
surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto; 

(iv) indorse any checks, drafts, or other writings in each Pledgor’s name to allow collection of the Collateral; 

(v) take control of any proceeds of the Collateral; 

(vi) execute (in the name, place and stead of each Pledgor) indorsements, assignments, stock powers and other instruments of conveyance
or transfer with respect to all or any of the Collateral; and 
 (vii) enforce compliance with, and take any and all actions with
respect to, a LLC Agreement or Partnership Agreement, as the case may be, to the full extent as though the Administrative Agent were the absolute owner of the Pledged Membership Interests, Pledged Partnership Interests and other Collateral,
including the right to receive all distributions and other payments that are made pursuant to such LLC Agreement or Partnership Agreement, as the case may be. 

The Administrative Agent shall give the Pledgors ten (10) days’ written notice (which each Pledgor agrees is reasonable notice
within the meaning of Section 9-612 of the UCC) of the Administrative Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a
broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public
sale shall be held at such time or time within ordinary business hours and at such place or places as the Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold
may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may (in its sole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine
not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication adjourn any public or private sale or cause the same to be adjourned from time to time by
announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future
delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchase or purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers
shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by Law, private) sale made pursuant to this Section, the
Administrative Agent (for the Secured Parties) may bid for or purchase, free (to the extent permitted by Law) from any right of redemption, stay, valuation or appraisal on the part of any Pledgor (all said rights being also hereby waived and
released to the extent permitted by Law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Pledgor as a credit against the purchase
price, and the Administrative Agent (for such Secured Party) may upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Pledgor therefor. 

  
 - 16 - 








 6.2 Securities Laws. If the Administrative Agent shall determine to exercise its right to
sell all or any of the Collateral pursuant to Section 6.1, each Pledgor agrees that, upon request of the Administrative Agent, such Pledgor will, at its own expense: 

(a) execute and deliver, and cause each issuer of the Collateral contemplated to be sold and the directors and officers thereof to execute
and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in the opinion of the Administrative Agent, advisable to register such Collateral under the provisions of the
Securities Act of 1933, as from time to time amended (the “Securities Act”), and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by Law to
be furnished, and to make all amendments and supplements thereto and to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules
and regulations of the Securities and Exchange Commission applicable thereto; 
 (b) use its best efforts to qualify the Collateral
under the state securities or “Blue Sky” Laws and to obtain all necessary governmental approvals for the sale of the Collateral, as requested by the Administrative Agent; 

(c) cause each such issuer to make available to its security holders, as soon as practicable, an earnings statement that will satisfy the
provisions of Section 11(a) of the Securities Act; and 
 (d) do or cause to be done all such other acts and things as may be
necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable Law. 
 Each Pledgor further
acknowledges the impossibility of ascertaining the amount of damages that would be suffered by the Administrative Agent or the Secured Parties by reason of the failure by such Pledgor to perform any of the covenants contained in this
Section 6.2 and, consequently, to the extent permitted under applicable Law, agrees that, if such Pledgor shall fail to perform any of such covenants, it shall pay, as liquidated damages and not as a penalty, an amount equal to the value
(as determined by the Administrative Agent) of the Collateral on the date the Administrative Agent shall demand compliance with this Section 6.2. 

6.3 Compliance with Restrictions. Each Pledgor agrees that in any sale of any of the Collateral whenever an Event of Default shall have
occurred and be continuing, the Administrative Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable Law
(including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to
persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by
any Governmental Authority or official, and each Pledgor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Administrative Agent be
liable nor accountable to any Pledgor for any discount allowed by reason of the fact that such Collateral is sold in compliance with any such limitation or restriction. 

  
 - 17 - 








 6.4 Application of Proceeds. All cash proceeds received by the Administrative Agent in
respect of any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to the Administrative Agent pursuant to Section 6.2 of the Security Agreement and
Section 6.5 below) in whole or in part by the Administrative Agent for the ratable benefit of the Secured Parties against all or any part of the Secured Obligations in accordance with Section 8.03 of the Credit Agreement. Any
surplus of such cash or cash proceeds held by the Administrative Agent and remaining after payment in full in cash of all the Secured Obligations and the termination of this Agreement as provided in Section 2.9(b) hereof, shall be paid
over to the applicable Pledgor or to whomsoever may be lawfully entitled to receive such surplus. 
 6.5 Indemnity and Expenses. Each
Pledgor agrees to jointly and severally indemnify the Administrative Agent (and any sub-agent thereof), each other Secured Party, and each Related Party of any of the foregoing Person (each such Person being called an “Indemnitee”)
against, and hold each such Indemnitee harmless from, any and all losses, claims, damages, liabilities or related, reasonable, out-of-pocket expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee);
provided, that, as long as no Default exists Pledgors shall engage and pay for defense counsel that is reasonably acceptable to the Secured Parties in connection with claims brought by third parties and Secured Parties may engage
separate counsel under such circumstances at their own expense (it being understood that upon the occurrence of an Event of Default, all counsel shall be at the cost and expense of Pledgors), incurred by any Indemnitee or asserted against any
Indemnitee by any third party or by any Borrower or other Loan Party arising out of, in connection with, this Agreement and the other Loan Documents (including enforcement of this Agreement and the other Loan Documents); provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Loan Party against an Indemnitee for intentional breach of such Indemnitee’s obligations hereunder or under any other
Loan Document, if such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Each Pledgor will, upon demand, pay to the Administrative Agent the amount of any
and all reasonable expenses, including its reasonable counsel fees, charges and disbursements, and the reasonable fees and disbursements of any experts and agents, which the Administrative Agent may incur, subject to the foregoing limitations, in
connection with the following: 
 (a) the administration of this Agreement and the other Loan Documents; 

  
 - 18 - 








 (b) the custody, preservation, use or operation of, or the sale of, collection from, or other
realization upon, any of the Collateral; 
 (c) the exercise or enforcement of any of the rights of the Administrative Agent hereunder
or of any Secured Party; or 
 (d) the failure by any Pledgor to perform or observe any of the provisions hereof. 

6.6 Waivers. Each Pledgor hereby waives any right, to the extent permitted by applicable Law, to receive prior notice of or a judicial
or other hearing with respect to any action or prejudgment remedy or proceeding by the Administrative Agent to take possession, exercise control over or dispose of any item of Collateral where such action is permitted under the terms of this
Agreement or any other Loan Document or by applicable Laws or the time, place or terms of sale in connection with the exercise of the Administrative Agent’s rights hereunder. Each Pledgor waives, to the extent permitted by applicable Laws, any
bonds, security or sureties required by the Administrative Agent with respect to any of the Collateral. Each Pledgor also waives any damages (direct, consequential or otherwise) occasioned by the enforcement of the Administrative Agent’s rights
under this Agreement or any other Loan Document, including, the taking of possession of any Collateral, all to the extent that such waiver is permitted by applicable Laws. These waivers and all other waivers provided for in this Agreement and the
other Loan Documents have been negotiated by the parties and each Pledgor acknowledges that it has been represented by counsel of its own choice and has consulted such counsel with respect to its rights hereunder. 

ARTICLE VII 

MISCELLANEOUS PROVISIONS 

7.1 Loan Document. (a) This Agreement is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise
expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof. 
 (b) Concurrently
herewith each Pledgor is executing and delivering the Security Agreement pursuant to which such Pledgor is granting a security interest to the Administrative Agent in certain properties and assets of such Pledgor (other than the Collateral
hereunder). Such security interests shall be governed by the terms of the Security Agreement and not by this Agreement. 
 7.2
Amendments, etc.; Additional Pledgors; Successors and Assigns. 
 (a) No amendment to or waiver of any provision of this Agreement nor
consent to any departure by any Pledgor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent and, with respect to any such amendment, by the Pledgors, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given. 

  
 - 19 - 








 (b) Upon the execution and delivery by any Person of a Joinder Agreement, (i) such Person
shall be referred to as an “Additional Pledgor” and shall be and become a Pledgor, and each reference in this Agreement to “Pledgor” shall also mean and be a reference to such Additional Pledgor and (ii) the
attachment supplement attached to each Joinder Agreement shall be incorporated into and become a part of and supplement Schedule I hereto, and the Administrative Agent may attach such attachment supplements to Schedule I, and each
reference to Schedule I shall mean and be a reference to Schedule I, as supplemented pursuant hereto. 
 (c) Upon delivery by
the Borrower of each certificate of Responsible Officers certifying a supplement to Schedule I pursuant to Section 4.1(b), the schedule supplement attached to each such certificate shall be incorporated into and become part of and
supplement Schedule I hereto, and the Administrative Agent may attach such schedule supplement to such Schedule and each reference to such Schedule shall mean and be a reference to such Schedule, as supplemented pursuant hereto. 

(d) This Agreement shall be binding upon each Pledgor and its successors, transferees and assigns and shall inure to the benefit of the
Administrative Agent and each other Secured Party and their respective successors, transferees and assigns; provided, however, that no Pledgor may assign its obligations hereunder without the prior written consent of the Administrative
Agent. 
 7.3 Addresses for Notices. All notices and other communications provided for hereunder shall be in writing and mailed,
delivered or transmitted by telecopier to either party hereto at the address set forth in Section 10.02 of the Credit Agreement (with any notice to a Pledgor other than the Borrower being delivered to such Pledgor in care of the Borrower). All
such notices and other communications shall be deemed to be given or made at the times provided in Section 10.02 of the Credit Agreement. 

7.4 Section Captions. Section captions used in this Agreement are for convenience of reference only, and shall not affect the
construction of this Agreement. 
 7.5 Severability. If any provision of this Agreement is held to be illegal, invalid or
unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal,
invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. 
 7.6 Counterparts. This Agreement may be executed in
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. 

  
 - 20 - 








 7.7 Governing Law, etc. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF
ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK; PROVIDED, THAT THE ADMINISTRATIVE AGENT SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. 

(b) EACH PLEDGOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF 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, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY SHALL BE BROUGHT, AT THE ADMINISTRATIVE AGENT’S
OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION 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 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 OR ANY OTHER SECURED PARTY MAY OTHERWISE HAVE TO BRING ANY
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY PLEDGOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 

(c) EACH PLEDGOR IRREVOCABLY AND 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. 

  
 - 21 - 








 (d) EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR
NOTICES IN SECTION 7.3. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

7.8 Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT 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. 

7.9 Entire Agreement. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES OR BY PRIOR OR CONTEMPORANEOUS WRITTEN AGREEMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. 

7.10 Amendment and Restatement. 

(a) The Pledgors and the Administrative Agent on behalf of the Secured Parties hereby agree that upon the effectiveness of this Agreement, the
terms and provisions of the Existing Pledge Agreement which in any manner govern or evidence the obligations arising hereunder, the rights and interests of the Secured Parties and any terms, conditions or matters related to any thereof, shall be and
hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Pledge Agreement, except as otherwise expressly provided herein, shall be superseded by this
Agreement. 
 (b) Notwithstanding this amendment and restatement of the Existing Pledge Agreement, including anything in this
Section 7.10, except as set forth in Section 7.10(c) below, (i) all of the indebtedness, liabilities and obligations owing by the Pledgors under the Existing Pledge Agreement shall continue as obligations hereunder and
thereunder and shall be and remain secured by this Agreement, (ii) the Existing Pledge Interest shall continue as a security interest hereunder, and (iii) this Agreement is given as a substitution of, and not as a payment of the
indebtedness, liabilities and obligations of the Pledgors under the Existing Pledge Agreement and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a
novation of the Existing Pledge Agreement or the Existing Security Interest created thereunder. 
 (c) Effective as of the Closing Date, the
Administrative Agent, on behalf of the Secured Parties, hereby terminates, releases and discharges the Existing Security Interests in the Excluded Subsidiary Collateral. 

[Signature Pages Follow] 

  
 - 22 - 








 IN WITNESS WHEREOF, each Pledgor has caused this Agreement to be duly executed and delivered by
its respective officer thereunto duly authorized as of the date first above written. 
  

			
	 INTEGRA LIFESCIENCES HOLDINGS CORPORATION, a Delaware corporation

	 INTEGRA LIFESCIENCES CORPORATION, a Delaware corporation

		
	 By:
	 	  

	 Name: John B. Henneman, III

	 Title:   Executive Vice President, Finance and

	     Administration & Chief Financial Officer

	
	 ENDOSOLUTIONS, INC., a Delaware corporation

	 INTEGRA LUXTEC, INC., a Massachusetts corporation

	 INTEGRA NEUROSCIENCES (INTERNATIONAL), INC., a Delaware corporation

	 INTEGRA RADIONICS, INC., a Delaware corporation

	 ISOTIS ORTHOBIOLOGICS, INC., a Washington corporation

	 J. JAMNER SURGICAL INSTRUMENTS, INC., a Delaware corporation

	 MILTEX, INC., a Delaware corporation

		
	 By:
	 	  

	 Name: John B. Henneman, III

	 Title:   Vice President and Treasurer

	
	 MINNESOTA SCIENTIFIC, INC., a Minnesota corporation

		
	 By:
	 	  

	 Name: John B. Henneman, III

	 Title:   Vice President and Chief Financial Officer



 AMENDED AND RESTATED PLEDGE AGREEMENT 

Signature Page 







 
			
	 THEKEN SPINE, LLC, an Ohio limited liability company

		
	 By: 
	 	INTEGRA LIFESCIENCES CORPORATION, its sole member
		
	 By:
	 	  

		 	Name: John B. Henneman, III
		 	Title:   Executive Vice President, Finance
		 	     and Administration & Chief Financial

		 	     Officer



 AMENDED AND RESTATED PLEDGE AGREEMENT 

Signature Page 








			
	 ACKNOWLEDGED AND ACCEPTED:

	
	 BANK OF AMERICA, N.A., 
as Administrative Agent

		
	 By:
	 	  

		 	 Name:

		 	 Title:


 AMENDED AND RESTATED PLEDGE AGREEMENT 

Signature Page 







 SCHEDULE I TO PLEDGE AGREEMENT 

 

	Item A.	Pledged Notes 

  

											
	 Pledgor
	  	 Securities Issuer (Jurisdiction of Organization)
	  	Date	 	  	Original Principal
Amount	 
	 Integra LifeSciences Holdings Corporation
	  	Integra LifeSciences Corporation	  	 	8/10/2010	  	  	$	600,000,000	  
	 Integra LifeSciences Holdings Corporation
	  	EndoSolutions, Inc.	  	 	8/10/2010	  	  	$	600,000,000	  
	 Integra LifeSciences Holdings Corporation
	  	J. Jamner Surgical Instruments, Inc.	  	 	8/10/2010	  	  	$	600,000,000	  
	 Integra LifeSciences Holdings Corporation
	  	Integra Luxtec, Inc.	  	 	8/10/2010	  	  	$	600,000,000	  
	 Integra LifeSciences Holdings Corporation
	  	Integra NeuroSciences (International), Inc.	  	 	8/10/2010	  	  	$	600,000,000	  
	 Integra LifeSciences Holdings Corporation
	  	Integra Radionics, Inc.	  	 	8/10/2010	  	  	$	600,000,000	  
	 Integra LifeSciences Holdings Corporation
	  	IsoTis OrthoBiologics, Inc.	  	 	8/10/2010	  	  	$	600,000,000	  
	 Integra LifeSciences Holdings Corporation
	  	Miltex, Inc.	  	 	8/10/2010	  	  	$	600,000,000	  
	 Integra LifeSciences Holdings Corporation
	  	Minnesota Scientific, Inc.	  	 	8/10/2010	  	  	$	600,000,000	  
	 Integra LifeSciences Corporation
	  	Theken Spine, LLC	  	 	8/10/2010	  	  	$	600,000,000	  

 Additional Pledged Notes held by each Pledgor as are listed on the attachment, as well as intercompany loans made by each
Pledgor from time to time under an Intercompany Investment and Pooling Agreement dated as of April 15, 2010 among Integra LifeSciences Corporation and the Pooling Participants. 








	Item B.	Pledged Shares 

  

																			
	 Pledgor
	  	 Securities Issuer (Jurisdiction
of
Organization)
	  	Authorized Shares
Interests	 	  	Outstanding
Shares	 	  	% of
Shares
Pledged	 	  	Certificate
No.	 
	 Integra LifeSciences Holdings Corporation
	  	 Integra LifeSciences Corporation
	  	 	100 common	  	  	 	100	  	  	 	100%	  	  	 	2	  
	 Integra LifeSciences Corporation
	  	 J. Jamner Surgical Instruments, Inc.
	  	 	2,000 common	  	  	 	500	  	  	 	100%	  	  	 	124	  
	 Integra LifeSciences Corporation
	  	 Integra NeuroSciences (International), Inc.
	  	 	3,000 common	  	  	 	100	  	  	 	100%	  	  	 	2	  
	 Integra LifeSciences Corporation
	  	 Integra Radionics, Inc.
	  	 	1,000 common	  	  	 	100	  	  	 	100%	  	  	 	1	  
	 Integra LifeSciences Corporation
	  	 Miltex, Inc.
	  	 	1,000 common	  	  	 	100	  	  	 	100%	  	  	 	3	  
	 Miltex, Inc.
	  	 EndoSolutions, Inc.
	  	 	1,000 common	  	  	 	100	  	  	 	100%	  	  	 	3	  
	 Integra Radionics, Inc.
	  	 Integra Luxtec, Inc.
	  	 	100 common	  	  	 	100	  	  	 	100%	  	  	 	1	  
	 Integra LifeSciences Corporation
	  	 Minnesota Scientific, Inc.
	  	 	1,000,000 common	  	  	 	941,722	  	  	 	100%	  	  	 	29	  
	 Integra LifeSciences Corporation
	  	 Integra LifeSciences (Canada) Holdings, Inc.
	  	 	1,000 common	  	  	 	100	  	  	 	100%	  	  	 	1	  
	 Integra LifeSciences Corporation
	  	 IsoTis, Inc.
	  	 	1,000 common	  	  	 
 	1,000
common	  
  	  	 	100%	  	  	 	1	  
	 Integra LifeSciences Corporation
	  	 Precise Dental Holding Corp.
	  	 	2,000 common	  	  	 	50 -2/3	  	  	 	100%	  	  	 	15	  









	Item C.	Pledged Membership Interests 

  

															
	 Pledgor
	  	 Securities Issuer

(Jurisdiction of Organization)
	  	No. of
Membership
Interests	 	  	Membership
Interests %
of Interests
Pledged	 	  	Certificated
Certificate No.	 
	 Integra LifeSciences Corporation
	  	Theken Spine, LLC (Ohio)	  	 	1	  	  	 	100%	  	  	 	2	  

  

	Item D.	Pledged Partnership Interests 

 None. 







 Attachment to Schedule I to Pledge Agreement 

 
 



 
  

																							
	 	  	Loan	 	  	Repaid	  	 	  	 	  	 	 	  	 	 	  	 	 
	 Ref
	  	Date	 	  	Date	  	 Borrower
	  	 Lender
	  	 	 	  	Amount	 	  	 	 
	 H
	  	 	5.12.06	  	  		  	Integra LifeSciences Corporation	  	Integra LifeScience Holdings	  	 	USD	  	  	$	101,000,000.00	  	  			
	 I
	  	 	7.05.06	  	  		  	Integra LifeSciences Corporation	  	Integra LifeScience Holdings	  	 	USD	  	  	$	6,000,000.00	  	  			
	 L
	  	 	7.31.06	  	  		  	Integra LifeSciences Corporation	  	Integra LifeScience Holdings	  	 	USD	  	  	$	39,515,000.00	  	  			
	 P
	  	 	12.31.06	  	  		  	Integra LifeSciences Corporation	  	Integra LifeScience Holdings	  	 	USD	  	  	$	48,943,866.58	  	  			
	 W
	  	 	05.07.07	  	  		  	Integra LifeSciences Corporation	  	Integra LifeScience Holdings	  	 	USD	  	  	$	30,000,000.00	  	  			
	 X
	  	 	05.11.07	  	  		  	Integra LifeSciences Corporation	  	Integra LifeScience Holdings	  	 	USD	  	  	$	4,000,000.00	  	  			
	 AG
	  	 	12.28.07	  	  		  	Integra LifeSciences Corporation	  	Integra LifeSciences Holdings	  	 	USD	  	  	$	3,500,000.00	  	  			
	 AO
	  	 	07.28.08	  	  		  	Integra LifeSciences Corporation	  	Integra LifeSciences Holdings	  	 	USD	  	  	$	75,000,000.00	  	  			
	 BJ
	  	 	07.28.08	  	  		  	Integra LifeSciences Corporation	  	Integra LifeSciences Holdings	  	 	USD	  	  	$	5,000,000.00	  	  			
	 BV
	  	 	11.30.09	  	  		  	Integra LifeSciences Corporation	  	Integra LifeSciences Holdings	  	 	USD	  	  	$	15,000,000.00	  	  			
		  				  		  		  		  				  	  
	  
	 	  			
		  				  		  		  		  				  	$	327,958,866.58	  	  	 	subtotal	  
		  				  		  		  		  				  	  
	  
	 	  			
	 B
	  	 	12.22.04	  	  		  	J. Jamner Surgical Instruments, Inc.	  	Integra LifeScience Holdings	  	 	USD	  	  	$	24,000,000.00	  	  			
	 Q
	  	 	12.31.06	  	  		  	Integra Radionics	  	Integra LifeSciences Corporation	  	 	USD	  	  	$	4,966,897.00	  	  			
	 CB
	  	 	05.07.07	  	  		  	Integra Radionics	  	Integra LifeSciences Corporation	  	 	USD	  	  	$	30,000,000.00	  	  			
		  				  		  		  		  				  	  
	  
	 	  			
		  				  		  		  		  				  	$	34,966,897.00	  	  	 	subtotal	  
		  				  		  		  		  				  	  
	  
	 	  			
	 AP
	  	 	08.01.08	  	  		  	Theken Spine, LLC	  	Integra LifeSciences Corporation	  	 	USD	  	  	$	75,000,000.00	  	  			
	 BL
	  	 	02.10.09	  	  		  	Theken Spine LLC	  	Integra LifeSciences Corporation	  	 	USD	  	  	$	3,924,467.94	  	  			
	 BR
	  	 	09.11.09	  	  		  	Theken Spine LLC	  	Integra LifeSciences Corporation	  	 	USD	  	  	$	9,270,001.53	  	  			
	 BT
	  	 	09.11.09	  	  		  	Theken Spine LLC	  	Integra LifeSciences Corporation	  	 	USD	  	  	$	254,100.00	  	  			
	 AQ
	  	 	08.12.08	  	  		  	Theken Spine, LLC	  	Integra LifeSciences Corporation	  	 	USD	  	  	$	2,000,000.00	  	  			
	 AS
	  	 	08.12.08	  	  		  	Theken Spine, LLC	  	Integra LifeSciences Corporation	  	 	USD	  	  	$	150,000.00	  	  			
	 AR
	  	 	08.12.08	  	  		  	Theken Spine, LLC	  	Integra LifeSciences Corporation	  	 	USD	  	  	$	250,000.00	  	  			
		  				  		  		  		  				  	  
	  
	 	  			
		  				  		  		  		  				  	$	90,848,569.47	  	  	 	subtotal	  
		  				  		  		  		  				  	  
	  
	 	  			
	 K
	  	 	7.05.06	  	  		  	Integra LifeScience (Canada) Holdings Inc.	  	Integra LifeSciences Corporation	  	 	USD	  	  	$	5,761,094.61	  	  			
	 O
	  	 	10.03.06	  	  		  	Integra NeuroSciences Holdings BV	  	Integra LifeSciences Corporation	  	 	EUR	  	  	€	105,000.00	  	  			








 EXHIBIT A 

to 
 Pledge Agreement

 [Date] 
 INTERCOMPANY 

PROMISSORY NOTE 

$                         
    
 FOR VALUE RECEIVED, the undersigned,
                    , (the “Maker”) unconditionally promises to pay to the order of
                    , the “Payee”) on demand, the principal sum of
                    
($                    ), or if less, the aggregate unpaid principal amount of each intercompany loan made by the Payee to the Maker. Terms
used herein and not otherwise defined herein shall have the meaning assigned to them in the Amended and Restated Credit Agreement, dated as of August 10, 2010 (as amended, restated, supplemented, renewed, extended or modified from time to time,
the “Credit Agreement”), among the Payee, the various financial institutions as are, or may from time to time become parties thereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 

The unpaid principal amount of this promissory note (this “Note”) from time to time outstanding shall bear interest at a rate
per annum equal to the rate applicable at such time to Base Rate Loans pursuant to Section 2.08 of the Credit Agreement, which the Maker represents to be a lawful and commercially reasonable rate, and all payments of principal of and
interest on this Note shall be payable in lawful currency of the United States of America. All such payments shall be made by the Maker to an account established by the Payee at such financial institution as is specified by the Payee to the Maker
from time to time and shall be recorded on the grid attached hereto by the holder hereof (including the Administrative Agent (as hereinafter defined), as pledgee). Upon the occurrence and during the continuance of any Event of Default (as hereafter
defined), and notice thereof by the Administrative Agent to the Maker, (a) the Maker shall make every payment due under this Note, in same day funds, to such other account as the Administrative Agent shall direct in such notice and (b) the
Administrative Agent shall have all rights of the Payee to collect and accelerate, and enforce all rights with respect to, the indebtedness evidenced by this Note. 

The Maker may not prepay the unpaid principal of this Note at any time after the occurrence and during the continuance of an Event of Default.

 Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Amended and
Restated Pledge Agreement, dated as of August 10, 2010 (as amended, supplemented, restated or otherwise modified from time to time, the “Pledge Agreement”), from the Payee and certain other Persons in favor of the Bank of
America, N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referred to therein. 
 EXHIBIT
A 
 Intercompany Promissory Note 







 This Note is one of the Pledged Notes referred to in the Pledge Agreement and has been pledged to
the Administrative Agent as security for the Secured Obligations. 
 In addition to, but not in limitation of, the foregoing, the Maker
further agrees to pay all expenses, including reasonable attorneys’ fees and legal expenses, incurred by the holder (including the Administrative Agent, as pledgee) of this Note endeavoring to collect any amounts payable hereunder which are not
paid when due, whether by acceleration or otherwise. 
 THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
OF THE STATE OF NEW YORK. 
 THE MAKER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED ON THIS NOTE. THE MAKER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PAYEE TO ACCEPT THIS NOTE.

  

			
	 [NAME OF MAKER]

		
	By:	 	  

		 	 Name:

		 	 Title:



 EXHIBIT A 

Intercompany Promissory Note 







 ENDORSEMENT 

FOR VALUE RECEIVED, the undersigned, as the Payee under that certain Promissory Note dated
                     (the “Note”), by [Name of Maker] (together with its successors and permitted assigns, the
“Maker”) in favor of the undersigned, does hereby (a) sell, assign and transfer unto
                                        
 [*] (“Assignee”) all right, title and interest of the undersigned in and to the Note and (b) irrevocably direct the Maker to pay all amounts under the Note to the order of Assignee. 

 

			
	 INTEGRA LIFESCIENCES HOLDINGS CORPORATION

		
	By:	 	  

		 	 Name:

		 	 Title:

	
	
Date:                        
                                         
     [*]



  
  

	1.	*to remain blank 

 EXHIBIT A 

Intercompany Promissory Note 







 EXHIBIT J 

FORM OF SECURITY AGREEMENT 

See attached. 

  
 Form of Security
Agreement 
 J-1 








 Execution Copy 

AMENDED AND RESTATED 

SECURITY AGREEMENT 
 This
AMENDED AND RESTATED SECURITY AGREEMENT, dated as of August 10, 2010 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by INTEGRA
LIFESCIENCES HOLDINGS CORPORATION, a Delaware corporation (the “Borrower”), and each of the other Persons (such capitalized term and all other capitalized terms not otherwise defined herein to have the meanings provided for in
Article I) listed on the signature pages hereof (such other Persons, together with the Additional Grantors (as defined in Section 7.2(b)) and the Borrower are collectively referred to as the “Grantors” and
individually as a “Grantor”), in favor of BANK OF AMERICA, N.A., as administrative and collateral agent (in such capacity, the “Administrative Agent”) for each of the Secured Parties (as defined in the Credit
Agreement referred to below). 
 W I T N E S S E T H: 

WHEREAS, certain of the Grantors entered into that certain Security Agreement dated as of December 22, 2005 (as amended,
supplemented or modified from time to time prior to the date hereof, the “Existing Security Agreement”), pursuant to which certain of the Grantors granted to the Secured Parties a security interest (the “Existing Security
Interest”) in all right, title or interest in or to any and all of certain assets and properties of the Debtor as more specifically set forth therein; and  

WHEREAS, pursuant to that certain Amended and Restated Credit Agreement, dated as of the date hereof (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the various financial institutions as are, or may from time to time become, parties thereto and the Administrative Agent,
the Secured Parties have agreed to continue to make Credit Extensions and other financial accommodations available to or for the benefit of the Grantors;  

WHEREAS, as a condition precedent to the making of the initial Credit Extension under the Credit Agreement, each Grantor is required to
execute and deliver this Agreement; and  
 WHEREAS, each Grantor has duly authorized the execution, delivery and performance
of this Agreement;  
 NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in order to induce the Lenders to make Credit Extensions (including the initial Credit Extension) to the Borrower pursuant to the Credit Agreement, each Grantor agrees, for the benefit of each Secured Party, as follows: 







 ARTICLE I 

DEFINITIONS 
 1.1
Definitions. The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and plural forms
thereof): 
 “Account” means a right to payment of a monetary obligation, whether or not earned by performance (and shall
include invoices, contracts, rights, accounts receivable, notes, refunds, indemnities, interest, late charges, fees, undertakings, and all other obligations and amounts owing to any Grantor from any Person): 

(a) for property that has been or is to be sold, leased, licensed, assigned or otherwise disposed of; 

(b) for services rendered or to be rendered; 

(c) for a policy of insurance issued or to be issued; 

(d) for a secondary obligation incurred or to be incurred; 

(e) for energy provided or to be provided; 

(f) for the use or hire of a vessel under a charter or other contract; 

(g) arising out of the use of a credit or charge card or information contained on or for use with the card; or 

(h) as winnings in a lottery or other game of chance operated or sponsored by a state, governmental unit of a State, or Person licensed
or authorized to operate the game by a State or governmental unit of a State. 
 “Account Control Agreement” means an
account control agreement in substantially the form of Exhibit A-1 or A-2 hereto, as applicable, or otherwise in form and substance reasonably satisfactory to the Administrative Agent, entered into among a Grantor, the Administrative Agent
and the bank or Securities Intermediary where a Deposit Account or Securities Account, respectively, of such Grantor is maintained, as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified from time to
time. 
 “Additional Grantors” is defined in Section 7.2(b). 

“Administrative Agent” is defined in the preamble. 

“Agreement” is defined in the preamble. 

“Authenticate” means: 

(a) to sign; or 

  
 2 








 (b) to execute or otherwise adopt a symbol, or encrypt or similarly process a record in whole or
in part, with the present intent of the authenticating Person to identify the Person and adopt or accept a record. 

“Borrower” is defined in the preamble. 

“Chattel Paper” means a record or records that evidence both a monetary obligation and a security interest in specific goods,
a security interest in specific goods and software used in the goods, a security interest in specific goods and license of software used in the goods, a lease of specific goods, or a lease of specific goods and license of software used in the goods.

 “Collateral” is defined in Section 2.1. 

“Collateral Account” means, for each Grantor, a deposit account in the name of the Administrative Agent and subject to the
sole dominion and control of the Administrative Agent. 
 “Collateral License” is defined in Section 4.17. 

“Commercial Tort Claim” means a claim arising in tort with respect to which: 

(a) the claimant is an organization; or 

(b) the claimant is an individual and the claim: 

(i) arose in the course of the claimant’s business or profession; and 

(ii) does not include damages arising out of personal injury to or the death of an individual. 

“Commodity Account” means an account maintained by a Commodity Intermediary in which a Commodity Contract is carried out for
a Commodity Customer. 
 “Commodity Contract” means a commodity futures contract, an option on a commodity futures
contract, a commodity option or any other contract that, in each case, is 
 (a) traded on or subject to the rules of a board of trade
that has been designated as a contract market for such a contract pursuant to the federal commodities laws; or 
 (b) traded on a
foreign commodity board of trade, exchange or market, and is carried on the books of a Commodity Intermediary for a Commodity Customer. 

“Commodity Customer” means a Person for whom a Commodity Intermediary carries a Commodity Contract on its books. 

“Commodity Intermediary” means: 

(a) a Person who is registered as a futures commission merchant under the federal commodities laws; or 

  
 3 








 (b) a Person who in the ordinary course of its business provides clearance or settlement services
for a board of trade that has been designated as a contract market pursuant to federal commodities laws. 
 “Computer Hardware and
Software Collateral” means, to the extent assignable: 
 (a) all computer and other electronic data processing hardware, integrated
computer systems, central processing units, memory units, display terminals, printers, features, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories
and all peripheral devices and other related computer hardware; 
 (b) all software programs (including both source code, object code
and all related applications and data files), whether now owned or hereafter acquired by each Grantor, designed for use on the computers and electronic data processing hardware described in clause (a) above; 

(c) all licenses and leases of software programs; 

(d) all firmware associated therewith; 

(e) all documentation (including flow charts, logic diagrams, manuals, guides and specifications) with respect to such hardware, software
and firmware described in the preceding clauses (a) through (d); and 
 (f) all rights with respect to all of the
foregoing, including any and all copyrights, licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications and any substitutions,
replacements, additions, modifications or model conversions of any of the foregoing. 
 “Control” means the act or
condition of gaining or maintaining control of collateral by any appropriate method under the UCC. 
 “Credit Agreement” is
defined in the second recital. 
 “Deposit Account” means a demand, time, savings, passbook, or similar account
(including all bank accounts, collection accounts and concentration accounts, together with all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts) maintained with a bank. 

“Documents” means a document of title or a receipt of the type described in Section 7-201(2) of the UCC. 

“Electronic Chattel Paper” means Chattel Paper evidenced by a record or records consisting of information stored in an
electronic medium. 

  
 4 








 “Entitlement Holder” means a Person identified in the records of a Securities
Intermediary as the Person having a Security Entitlement against the Securities Intermediary. If a person acquires a Security Entitlement by virtue of Section 8-501(b)(2) or (3) of the UCC, such person is the Entitlement Holder. 

“Equipment” means all machinery, equipment in all its forms, wherever located, including all computers, furniture and
furnishings, all other property similar to the foregoing (including tools, parts, rolling stock and supplies of every kind and description), components, parts and accessories installed thereon or affixed thereto and all parts thereof, and all
fixtures (other than those which Borrower has no right to remove from the applicable property) and all accessories, additions, attachments, improvements, substitutions and replacements thereto and therefor. 

“Excluded Subsidiary Collateral” means all Collateral (as defined in the Existing Security Agreement) in which the
Administrative Agent, on behalf of the Secured Parties, was granted a security interest by a Grantor under the Existing Security Agreement that is an Excluded Subsidiary as of the Closing Date under the Credit Agreement. 

“Existing Security Agreement” is defined in the first recital. 

“Existing Security Interest” is defined in the first recital. 

“Financial Asset” means: 

(a) a Security; 
 (b) an
obligation of a Person or a share, participation or other interest in a Person or in property or an enterprise of a Person, which is, or is of a type, dealt with in or traded on financial markets, or which is recognized in any area in which it is
issued or dealt in as a medium for investment; or 
 (c) any property that is held by a Securities Intermediary for another person in a
Securities Account if the Securities Intermediary has expressly agreed with the other Person that the property is to be treated as a Financial Asset under Article 8 of the UCC. As the context requires, the term Financial Asset shall mean either the
interest itself or the means by which a Person’s claim to it is evidenced, including a certificated or uncertificated Security, a certificate representing a Security or a Security Entitlement. 

“General Intangible” means any personal property, including things in action, Payment Intangibles and software, other than
Accounts, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Goods, Health-Care-Insurance Receivables, Instruments, Investment Property, Letter-of-Credit Rights, letters of credit, money, and oil, gas, or other minerals before
extraction. 
 “Goods” means all things that are movable when a security interest attaches, including computer programs
embedded in goods and any supporting information provided in connection with a transaction relating to the program if (i) the program is associated with the goods in such a manner that is customarily considered part of the goods, or
(ii) by becoming the owner of the goods, a person acquires a right to use the program in connection with the goods. 

  
 5 








 “Grantor” and “Grantors” are defined in the preamble.

 “Health-Care-Insurance Receivable” means an interest in or claim under a policy of insurance which is a right to payment
of a monetary obligation for health-care goods or services provided. 
 “Indemnitee” is defined in Section 6.2. 

“Instrument” means a negotiable instrument or any other writing that evidences a right to the payment of a monetary
obligation, is not itself a security agreement or lease, and is of a type that in ordinary course of business is transferred by delivery with any necessary endorsement or assignment. 

“Intellectual Property” means all intellectual property, including inventions, designs, patents, copyrights, trademarks,
service marks, trade names, together with all goodwill associated with the trademarks, service marks and trade names, trade secrets, confidential or proprietary information, customer lists, know-how, software and databases; all embodiments or
fixations thereof, applications and registrations of any of the foregoing; and all licenses or other rights to use any of the foregoing. 

“Inventory” means Goods, other than farm products, which: 

(a) are leased by a Person as lessor; 

(b) are held by a Person for sale or lease or to be furnished under a contract of service; 

(c) are furnished by a Person under a contract of service; or 

(d) consist of raw materials, work in process, or materials used or consumed in a business, 

and includes, without limitation, (i) finished goods, returned goods and materials and supplies of any kind, nature or description which are or might be
used in connection with the manufacture, packing, shipping, advertising, selling or finishing of any of the foregoing; (ii) all goods in which a Grantor has an interest in mass or a joint or other interest or right of any kind (including goods
in which Grantor has an interest or right as consignee); (iii) all goods which are returned to or repossessed by any Grantor; and (iv) all accessions thereto, products thereof and documents therefor. 

“Investment Property” means all Securities (whether certificated or uncertificated), Security Entitlements, Securities
Accounts, Financial Assets, Commodity Contracts and Commodity Accounts of each Grantor; provided, however, that Investment Property shall not include any certificated Securities constituting Collateral (as defined in the Pledge
Agreement) or any securities issued by an Excluded Subsidiary. 

  
 6 








 “Letter-of-Credit Right” means a right to payment or performance under a letter
of credit, whether or not the beneficiary has demanded or is at the time entitled to demand payment or performance, but excludes the right of a beneficiary to demand payment or performance under a letter of credit. 

“Loan Documents” is defined in the Credit Agreement. 

“Material Contract” is defined in the Credit Agreement. 

“Material Contract Collateral” means, with respect to each Grantor, all Material Contracts to which such Grantor is now or
may hereafter become a party and all Accounts thereunder, including (i) all rights of such Grantor to receive moneys due and to become due under or pursuant to the Material Contracts, (ii) all rights of such Grantor to receive proceeds of
any insurance, indemnity, warranty or guaranty with respect to the Material Contracts, (iii) claims of such Grantor for damages arising out of or for breach of or default under the Material Contracts and (iv) the right of such Grantor to
terminate the Material Contracts, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder. 

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control. 

“Payment Intangible” means a general intangible under which the account debtor’s principal obligation is a monetary
obligation. 
 “Pledge Agreement” is defined in the Credit Agreement. 

“Pledged Excluded Subsidiary” means a Domestic Subsidiary that is an Excluded Subsidiary, if any, the Equity Interests and
related notes, dividends and proceeds of which have been pledged to the Administrative Agent, for the benefit of the Secured Parties, under and in accordance with the Pledge Agreement. 

“Proceeds” means the following property: 

(a) whatever is acquired upon the sale, lease, license, exchange, or other disposition of the Collateral; 

(b) whatever is collected on, or distributed on account of, the Collateral; 

(c) rights arising out of the Collateral; and 

(d) to the extent of the value of the Collateral and to the extent payable to the debtor or the secured party, insurance payable by
reason of the loss or nonconformity of, defects or infringement of rights in, or damage to, the Collateral. 
 “Receivables
Collateral” means, collectively, Accounts, Health-Care-Insurance Receivables, Documents, Instruments and Chattel Paper. 

  
 7 








 “Sanctioned Entity” means (i) an agency of the government of, (ii) an
organization directly or indirectly controlled by, or (iii) a person resident in a country that is subject to a sanctions program identified on the list maintained by OFAC and available at
http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html, or as otherwise published from time to time as such program may be applicable to such agency, organization or person. 

“Sanctioned Person” means a person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC
available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or as otherwise published from time to time. 

“Secured Cash Management Services Agreement” is defined in the Credit Agreement. 

“Secured Obligations” is defined in Section 2.2. 

“Secured Party” is defined in the Credit Agreement. 

“Secured Swap Contract” is defined in the Credit Agreement. 

“Securities” means any obligations of an issuer or any shares, participations or other interests in an issuer or in property
or an enterprise of an issuer which 
 (a) are represented by a certificate representing a security in bearer or registered form, or the
transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer; 
 (b) are one of a class or
series or by its terms is divisible into a class or series of shares, participations, interests or obligations; and 

(c) (i) are, or are of a type, dealt with or traded on securities exchanges or securities markets or (ii) are a medium for
investment and by their terms expressly provide that they are a security governed by Article 8 of the UCC. 
 “Securities
Account” shall mean an account to which a Financial Asset is or may be credited in accordance with an agreement under which the Person maintaining the account undertakes to treat the Person for whom the account is maintained as entitled to
exercise rights that comprise the Financial Asset. 
 “Security Entitlements” means the rights and property interests of an
Entitlement Holder with respect to a Financial Asset. 
 “Security Intermediary” means: 

(a) a clearing corporation; or 

(b) a Person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in
that capacity. 

  
 8 








 “Supporting Obligation” means a Letter-of-Credit Right or secondary obligation
that supports the payment or performance of an Account, Chattel Paper, Document, General Intangible, Instrument or Investment Property, including, without limitation, all security agreements, guaranties, leases and other contracts securing or
otherwise relating to any such Accounts, Chattel Paper, Documents, General Intangible, Instruments or Investment Property, including Goods represented by the sale or lease of delivery which gave rise to any of the foregoing, returned or repossessed
merchandise and rights of stoppage in transit, replevin, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party. 

“Swap Bank” is defined in the Credit Agreement. “Swap Contract” is defined in the Credit Agreement. 

“Tangible Chattel Paper” means Chattel Paper evidenced by a record or records consisting of information that is inscribed on
a tangible medium. 
 “Termination Date” means the date on which the latest of the following events occurs: 

(a) the payment in full in cash of the Secured Obligations, other than contingent indemnification obligations; 

(b) the termination or expiration of the Availability Period; and 

(c) the termination or expiration of all Letters of Credit and all Secured Swap Contracts to which a Swap Bank is a party. 

“UCC” is defined in the Credit Agreement. 

1.2 Credit Agreement Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement,
including its preamble and recitals, have the meanings provided in the Credit Agreement. 
 1.3 UCC Definitions. Unless otherwise
defined herein or the context otherwise requires, terms for which meanings are provided in the UCC are used in this Agreement, including its preamble and recitals, with such meanings. 

1.4 Other Interpretive Provisions. The rules of construction in Sections 1.02 to 1.06 of the Credit Agreement shall be equally
applicable to this Agreement. 
 ARTICLE II 

SECURITY INTEREST 
 2.1
Grant of Security. Each Grantor hereby assigns and pledges to the Administrative Agent for its benefit and the ratable benefit of each of the Secured Parties, and hereby grants to the Administrative Agent for its benefit and the ratable benefit
of each of the Secured Parties a security interest in, all of its right, title and interest in and to the following, whether now or hereafter existing or acquired (collectively, the “Collateral”): 

(a) all Equipment of such Grantor; 

  
 9 








 (b) all Inventory of such Grantor; 

(c) all Receivables Collateral forms, including all Accounts, Documents, Instruments, Health-Care-Insurance Receivables and Chattel Paper, of
such Grantor; 
 (d) to the extent not included under clause (c) above, all Material Contract Collateral of such Grantor; 

(e) all General Intangibles, including all Payment Intangibles, of such Grantor; 

(f) all Supporting Obligations of such Grantor; 

(g) all Investment Property, including all Securities Accounts, of such Grantor; 

(h) all Deposit Accounts of such Grantor; 

(i) all Commercial Tort Claims of such Grantor described in Part E of Schedule I hereto (as such Schedule may be supplemented
from time to time pursuant to Section 4.14 or otherwise); 
 (j) all other Goods of such Grantor; 

(k) all of such Grantor’s books, records, writings, data bases, information and other property relating to, used or useful in connection
with, evidencing, embodying, incorporating or referring to, any of the foregoing in this Section 2.1; 
 (l) all of such
Grantor’s other property and rights of every kind and description and interests therein, including all moneys, securities and other property, now or hereafter held or received by, or in transit to, the Administrative Agent or any Secured Party
from or for such Grantor, whether for safekeeping, pledge, custody, transmission, collection or otherwise; and 
 (m) all Proceeds of any
and all of the foregoing Collateral. 
 Notwithstanding the foregoing, (i) no account, instrument, chattel paper or other obligation or property of any
kind due from, owed by, or belonging to, a Sanctioned Person or Sanctioned Entity, (ii) no lease in which the lessee is a Sanctioned Person or Sanctioned Entity, (iii) no key man life insurance policy of which the Borrower or any Guarantor
is a beneficiary, (iv) no Minority Equity Interests or Equity Interests in any Excluded Subsidiary (other than any Pledged Excluded Subsidiary) and (v) no Intellectual Property shall be Collateral. 

2.2 Security for Secured Obligations. The Collateral of each Grantor under this Agreement secures the prompt and complete payment,
performance and observance of all Obligations of such Grantor and the other Loan Parties under the Loan Documents (including such Grantor’s Obligations in respect of any Secured Swap Contract and any Secured Cash Management Services Agreement),
whether for principal, interest, costs, fees, expenses, indemnities or otherwise and whether now or hereafter existing (all of such obligations being the “Secured Obligations”). 

  
 10 








 2.3 Continuing Security Interest; Transfer of Credit Extensions. This Agreement shall
create a continuing security interest in the Collateral and shall remain in full force and effect until the Termination Date, be binding upon each Grantor, its successors, transferees and assigns, and inure, together with the rights and remedies of
the Administrative Agent hereunder, to the benefit of the Administrative Agent and each other Secured Party. Without limiting the generality of the foregoing, any Secured Party may assign or otherwise transfer (in whole or in part) any Commitment or
Loan held by it to any other Person, and such other Person shall thereupon become vested with all the rights and benefits in respect thereof granted to such Lender under any Loan Document (including this Agreement) or otherwise, subject, however, to
any contrary provisions in such assignment or transfer, and to the provisions of Section 10.07 and Article IX of the Credit Agreement. 

2.4 Grantors Remain Liable. Anything herein to the contrary notwithstanding 

(a) each Grantor shall remain liable under the contracts and agreements included in the Collateral (including the Material Contracts) to the
extent set forth therein, and shall perform all of its duties and obligations under such contracts and agreements to the same extent as if this Agreement had not been executed, 

(b) each Grantor will comply in all material respects with all Laws relating to the ownership and operation of the Collateral, including all
registration requirements under applicable Laws, and shall pay when due all taxes, fees and assessments imposed on or with respect to the Collateral, except to the extent the same are being contested in good faith by appropriate actions or
proceedings for which adequate reserves in accordance with GAAP have been set aside by such Grantor, 
 (c) the exercise by the
Administrative Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under any such contracts or agreements included in the Collateral, and 

(d) neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any such contracts or agreements
included in the Collateral by reason of this Agreement, nor shall the Administrative Agent or any other Secured Party be obligated to perform any of the obligations or duties of any Grantor thereunder or to take any action to collect or enforce any
claim for payment assigned hereunder. 
 2.5 Security Interest Absolute. All rights of the Administrative Agent and the security
interests granted to the Administrative Agent hereunder, and all obligations of each Grantor hereunder, shall be absolute and unconditional, irrespective of any of the following conditions, occurrences or events: 

(a) any lack of validity or enforceability of any Loan Document; 

(b) the failure of any Secured Party to assert any claim or demand or to enforce any right or remedy against the Borrower, any other Grantor
or any other Person under the provisions of any Loan Document or otherwise or to exercise any right or remedy against any other guarantor of, or collateral securing, any Secured Obligation; 

  
 11 








 (c) any change in the time, manner or place of payment of, or in any other term of, all or any of
the Secured Obligations or any other extension, compromise or renewal of any Secured Obligation, including any increase in the Secured Obligations resulting from the extension of additional credit to any Grantor or any other obligor or otherwise;

 (d) any reduction, limitation, impairment or termination of any Secured Obligation for any reason, including any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to (and each Grantor hereby waives any right to or claim of) any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality,
nongenuineness, irregularity, compromise, unenforceability of, or any other event or occurrence affecting, any Secured Obligation or otherwise; 

(e) any amendment to, rescission, waiver, or other modification of, or any consent to departure from, any of the terms of any Loan
Document; 
 (f) any addition, exchange, release, surrender or non-perfection of any collateral (including the Collateral), or any
amendment to or waiver or release of or addition to or consent to departure from any guaranty, for any of the Secured Obligations; or 

(g) any other circumstances which might otherwise constitute a defense available to, or a legal or equitable discharge of, Borrower, any
other Grantor or otherwise. 
 2.6 Waiver of Subrogation. Until the Termination Date, no Grantor shall exercise any claim or other
rights which it may now or hereafter acquire against any other Grantor that arises from the existence, payment, performance or enforcement of such Grantor’s Obligations under this Agreement, including any right of subrogation, reimbursement,
exoneration or indemnification, any right to participate in any claim or remedy against any other Grantor or any Collateral which the Administrative Agent now has or hereafter acquires, whether or not such claim, remedy or right arises in equity or
under contract, statute or common law, including the right to take or receive from any other Grantor, directly or indirectly, in cash or other property or by setoff or in any manner, payment or security on account of such claim or other rights. If
any amount shall be paid to any Grantor in violation of the preceding sentence, such amount shall be deemed to have been paid for the benefit of the Secured Parties, and shall forthwith be paid to the Administrative Agent to be credited and applied
upon the Secured Obligations, whether matured or unmatured. Each Grantor acknowledges that it will receive direct and indirect benefits for the financing arrangements contemplated by the Loan Documents and that the agreement set forth in this
Section is knowingly made in contemplation of such benefits. 

  
 12 








 2.7 Release; Termination. 

(a) Upon any sale, transfer or other disposition of any item of Collateral, whether direct or indirect, of any Grantor in accordance with
Section 7.05 of the Credit Agreement, the Administrative Agent will, at such Grantor’s expense and without any representations, warranties or recourse of any kind whatsoever, execute and deliver to such Grantor such documents as such
Grantor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Event of Default
shall have occurred and be continuing and (ii) such Grantor shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral
and the terms of the sale, lease, transfer or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent (which release
shall be in form and substance satisfactory to the Administrative Agent) and a certificate of such Grantor to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent (or the
Required Lenders through the Administrative Agent) may reasonably request. The provisions of this Section 2.7(a) shall apply to Dispositions of the capital stock of a Grantor (whether direct or indirect) in compliance with Section 7.05 of
the Credit Agreement. 
 (b) Upon the Termination Date, the pledge, assignment and security interest granted hereby shall terminate and all
rights to the Collateral shall revert to the applicable Grantor. Upon any such termination, the Administrative Agent will, at the applicable Grantor’s expense and without any representations, warranties or recourse of any kind whatsoever,
execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination and deliver to such Grantor all Instruments, Tangible Chattel Paper and negotiable documents representing or evidencing the
Collateral then held by the Administrative Agent. 
 ARTICLE III 

REPRESENTATIONS AND WARRANTIES 

Each Grantor represents and warrants unto each Secured Party as set forth in this Article. 

3.1 Scheduled Information. Set forth in the Schedules to this Agreement is the following information for each Grantor, all of which is
accurate and complete as of the Closing Date and as of each date on which such Schedules are supplemented pursuant to Section 4.14 hereof: 

(a) Location of Grantors. Item A of Schedule I hereto identifies for such Grantor (i) the state in which it is
organized, (ii) the relevant organizational identification number (or states that one does not exist), and (iii) the principal place of business and chief executive office of such Grantor and the office where such Grantor keeps its records
concerning the Collateral, and where the original copies of each Material Contract and all originals of all Tangible Chattel Paper are located. 

(b) Owned Properties. Except as disclosed in Item C of Schedule I hereto (as such Schedule may be supplemented from time
to time pursuant to Section 4.14 hereof), as of the date of this Agreement, or as of the date of the most recent such supplement, all of the Equipment and Inventory of such Grantor are located at the places specified in Item B of
Schedule I hereto (as such Schedule may be supplemented from time to time pursuant to Section 4.14 hereof), each of which locations is owned by a Grantor. 

  
 13 








 (c) Leased Properties; Warehouses; etc. Except as disclosed in Item C of
Schedule I hereto (as such Schedule may be supplemented from time to time pursuant to Section 4.14(b) hereof), as of the date of this Agreement, or as of the date of the most recent such supplement, none of the Collateral is in
the possession of any consignee, bailee, warehouseman, agent or processor, located on any leased property or subject to the Control of any Person, other than the Administrative Agent, such Grantor or another Grantor. 

(d) Trade Names. Except as set forth in Item D of Schedule I hereto, such Grantor has no trade names and has not been
known by any legal name different from the one set forth on the signature page hereto. 
 (e) Commercial Torts Claims. Item E
of Schedule I hereto (as such Schedule may be supplemented from time to time pursuant to Section 4.14 hereof), describes all Commercial Tort Claims owned by each Grantor as of the date hereof and as of the date of each supplement
to such Schedule delivered pursuant to Section 4.14 hereof. 
 (f) Government Contracts. Except as notified by such
Grantor to the Administrative Agent in writing, such Grantor is not a party to any one or more Federal, state or local government contracts. 

3.2 Negotiable Documents, Instruments, Chattel Paper and Material Contracts. Such Grantor has delivered to the Administrative Agent
possession of all originals of all negotiable Documents, Instruments and Tangible Chattel Paper currently owned or held by such Grantor (duly endorsed in blank, if requested by the Administrative Agent), and true and correct copies of each Material
Contract. 
 3.3 Intellectual Property. The Loan Parties, together with any Pledged Excluded Subsidiaries, own, possess or have the
right to use all IP Rights that could reasonably be expected to be material to the exercise by the Secured Parties of all or any material portion of their respective rights and remedies hereunder and under the other Loan Documents, including,
without limitation, the Disposition of any of the “Collateral” (as defined in the Credit Agreement). 
 3.4 Loan Documents
Representations. Each Grantor makes each representation and warranty made in the Credit Agreement and the other Loan Documents by the Borrower or any other Loan Party with respect to such Grantor as if such representation and warranty were
expressly set forth herein. 
 ARTICLE IV 

COVENANTS 
 Each Grantor
covenants and agrees that, until the Termination Date, such Grantor will, unless the Administrative Agent with the consent of the Required Lenders shall otherwise agree in writing, perform the obligations set forth in this Section. 

  
 14 








 4.1 As to Collateral Generally. 

(a) Until such time as the Administrative Agent shall notify the Grantors of the revocation of such power and authority after the occurrence
and continuation of any Event of Default, each Grantor (i) may in the ordinary course of its business, at its own expense, sell, lease or furnish under its contracts of service any of the Inventory normally held by such Grantor for such
purpose, and use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by such Grantor for such purpose, and sell or otherwise dispose of any other Collateral to the extent permitted by
Section 7.05 of the Credit Agreement, (ii) will, at its own expense, to the extent commercially reasonable or otherwise as Grantor in good faith deems advisable, endeavor to collect, as and when due, all amounts due with respect to any of
the Collateral, including the taking of such action with respect to such collection; and (iii) may grant, in the ordinary course of business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party
may be lawfully entitled in such Grantor’s reasonable determination, and may accept, in connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Administrative Agent, however, may, at
any time following the occurrence and during the continuance of any Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, notify any parties obligated on any of the
Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release, or exchange all or any part thereof, or compromise or
extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent after the occurrence and during the continuance of any Event of Default, each
Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. 

(b) The Administrative Agent is authorized to endorse, in the name of each Grantor, any item, howsoever received by the Administrative Agent,
representing any payment on or other proceeds of any of the Collateral. 
 4.2 Insurance. Each Grantor will maintain or cause to be
maintained insurance as provided in Section 6.07 of the Credit Agreement. In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required by Section 6.07 of the Credit Agreement
or to pay any premium in whole or part relating thereto, the Administrative Agent may, without waiving or releasing any obligation or liability of the Grantors hereunder or any Event of Default, in its sole discretion, obtain and maintain such
policies of insurance and pay such premium and take any other actions with respect thereto as the Administrative Agent deems advisable. All sums disbursed by the Administrative Agent in connection with this Section including reasonable
attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the Administrative Agent and shall be additional Secured Obligations secured hereby. 

4.3 Transfers and Other Liens. No Grantor shall: 

(a) sell, assign (by operation of Law or otherwise) or otherwise dispose of any of the Collateral, except as permitted by Section 7.05 of
the Credit Agreement; or 

  
 15 








 (b) create or suffer to exist any Lien upon or with respect to any of the Collateral, except for
the security interest created by this Agreement and except for Permitted Liens. 
 4.4 Inspections and Verification. The
Administrative Agent shall have the inspection rights set forth in Section 6.10 of the Credit Agreement. 
 4.5 As to Equipment and
Inventory. Each Grantor hereby agrees that it shall 
 (a) keep all the Equipment and Inventory (other than Inventory sold in the
ordinary course of business) at the places therefor specified in Section 3.1(b) or (c) unless such Grantor has given at least 10 days’ prior written notice to the Administrative Agent of another location, whether by
delivery of a supplement to Schedule I hereto delivered pursuant to Section 4.15 hereto or otherwise, and all action, if any, necessary to maintain in accordance with the terms hereof the Administrative Agent’s perfected
first priority security interest therein (including any action requested pursuant to Section 4.6) shall have been taken with respect to the Equipment and Inventory; 

(b) cause the Equipment to be maintained, preserved and protected in accordance with Section 6.06 of the Credit Agreement; and 

(c) pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including
claims for labor, materials and supplies) against, the Equipment and Inventory, except to the extent the same are being contested in good faith by appropriate actions or proceedings and for which adequate reserves in accordance with GAAP have been
set aside. 
 4.6 [Intentionally deleted.] 

4.7 As to Accounts, Chattel Paper, Documents and Instruments. 

(a) Each Grantor shall: (i) keep its principal place of business and chief executive office and the office where it keeps its records
concerning the Receivables Collateral and all originals of all Tangible Chattel Paper (until any such Tangible Chattel Paper is delivered to the Administrative Agent pursuant to Section 4.10), located at the places therefor specified in
Section 3.1 unless the Borrower or such Grantor has given at least 30 days’ prior written notice to the Administrative Agent, and all actions, if any, necessary to maintain the Administrative Agent’s perfected first priority
security interest shall have been taken with respect to such Collateral; (ii) not change its name or jurisdiction of organization (whether pursuant to a transaction permitted pursuant to Section 7.04 of the Credit Agreement or otherwise)
unless the Borrower or such Grantor has given at least 30 days’ prior written notice to the Administrative Agent, and all actions necessary to maintain the Administrative Agent’s perfected first priority security interest shall have taken
with respect to the Collateral of such Grantor; and (iii) hold and preserve such records and Chattel Paper (or copies of any such Chattel Paper so delivered to the Administrative Agent). 

  
 16 








 (b) Upon written notice by the Administrative Agent to any Grantor, all Proceeds of Collateral
received by such Grantor shall be delivered in kind to the Administrative Agent for deposit to the Collateral Account for such Grantor, and such Grantor shall not commingle any such proceeds, and shall hold separate and apart from all other
property, all such Proceeds in express trust for the benefit of the Administrative Agent until delivery thereof is made to the Administrative Agent. The Administrative Agent will not give the notice referred to in the preceding sentence unless there
shall have occurred and be continuing any Event of Default. No funds, other than Proceeds of Collateral of a Grantor, will be deposited in the Collateral Account for such Grantor. 

(c) The Administrative Agent shall have the right to apply any amount in the Collateral Account to the payment of any Secured Obligations
which are due and payable or payable upon demand, or to the payment of any Secured Obligations at any time that any Event of Default shall exist. Subject to the rights of the Administrative Agent, the Borrower on behalf of each Grantor shall have
the right on each Business Day, with respect to and to the extent of collected funds in the Collateral Account, to require the Administrative Agent to purchase any cash equivalent Investment permitted under Section 7.02 of the Credit Agreement,
provided that, in the case of certificated securities, the Administrative Agent will retain possession thereof as Collateral and, in the case of other Investment Property, the Administrative Agent will take such actions, including registration of
such Investment Property in its name, as it shall determine is necessary to perfect its security interest therein. The Administrative Agent may at any time and shall promptly following any Grantor’s request therefor, so long as no Event of
Default has occurred and is continuing, transfer to such Grantor’s general demand deposit account at the Administrative Agent or its bank (if not the Administrative Agent) any or all of the collected funds in the Collateral Account;
provided, however, that any such transfer shall not be deemed to be a waiver or modification of any of the Administrative Agent’s rights under this Section. None of the Grantors will, without the Administrative Agent’s prior
written consent, grant any extension of the time of payment of any Receivables Collateral, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any Person liable for the payment thereof or allow
any credit or discount whatsoever thereon, other than extensions, credits, discounts, compromises or settlements granted or made in the ordinary course of business and consistent with its current practices and in accordance with such prudent and
standard practices used in industries that are the same as or similar to those in which such Grantor is engaged. 
 4.8 As to the
Material Contracts. Each Grantor shall at its expense furnish to the Administrative Agent promptly upon receipt thereof copies of all material notices, requests and other documents received by such Grantor under or pursuant to the Material
Contracts, and from time to time furnish to the Administrative Agent such information and reports regarding the Material Contracts as the Administrative Agent may reasonably request and otherwise comply with the provisions regarding Material
Contracts set forth in Section 6.13 of the Credit Agreement. 
 4.9 Chattel Paper. Each Grantor will deliver to the
Administrative Agent all Tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Administrative Agent. Each Grantor will provide the Administrative
Agent with Control of all Electronic Chattel Paper, by having the Administrative Agent identified as the assignee of the records(s) pertaining to the single authoritative copy thereof and otherwise complying with the applicable elements of Control
set forth in the UCC. Each Grantor will also deliver to the Administrative Agent all security agreements securing any Chattel Paper and execute UCC financing statement amendments assigning to the Administrative Agent any UCC financing statements
filed by such Grantor in connection with such security agreements. Each Grantor will mark conspicuously all Chattel Paper with a legend, in form and substance satisfactory to the Administrative Agent, indicating that such Chattel Paper is subject to
the Liens created hereunder. 

  
 17 








 4.10 Letters of Credit. Each Grantor will deliver to the Administrative Agent all Letters
of Credit in which it is the beneficiary thereof, duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Administrative Agent. Each Grantor will take any and all actions
necessary (or requested by the Administrative Agent), from time to time, to cause the Administrative Agent to obtain exclusive Control of any Letter-of-Credit Rights owned by such Grantor in a manner acceptable to the Administrative Agent. 

4.11 Commercial Tort Claims. Each Grantor shall advise the Administrative Agent promptly upon such Grantor becoming aware, after the
date hereof, that it owns any additional Commercial Tort Claims in excess of $1,000,000. With respect to any such Commercial Tort Claims, such Grantor will execute and deliver such documents as the Administrative Agent deems necessary to describe,
create, perfect and protect the Administrative Agent’s first priority security interest in such Commercial Tort Claim. 
 4.12 Bank
Accounts; Securities Accounts. Upon the occurrence and during the continuance of an Event of Default and upon request by the Administrative Agent, each Grantor shall enter into an Account Control Agreement with each financial institution with
which such Grantor maintains from time to time any Deposit Account or any Securities Account. Each Grantor hereby grants to the Administrative Agent, for the benefit of the Administrative Agent and the Secured Parties, a continuing security interest
in all such Deposit Accounts and Securities Accounts and all funds and Investment Property at any time paid, deposited, credited or held in such Deposit Accounts and Securities Accounts (whether for collection, provisionally or otherwise) or
otherwise in the possession of such financial institutions, and each such financial institution shall act as the Administrative Agent’s agent in connection therewith. 

4.13 Further Assurances, etc. 

(a) Each Grantor agrees that, from time to time at its own expense, such Grantor will promptly execute and deliver all further documents,
financing statements, agreements and instruments, and take all such further action, which may be required under applicable Law, or which the Administrative Agent or Required Lenders may reasonably request, in order to perfect, preserve and protect
any security interest granted or purported to be granted hereby or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, each
Grantor will take each of the following actions: 
 (i) [intentionally deleted.] 

  
 18 








 (ii) if any Account shall be evidenced by a promissory note or other instrument or negotiable
document, deliver and pledge to the Administrative Agent hereunder such promissory note, instrument or negotiable document duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably
satisfactory to the Administrative Agent; 
 (iii) execute and file such financing or continuation statements, or amendments thereto,
and such other instruments or notices (including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or
pursuant to any version thereof), as may be necessary, or as the Administrative Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Administrative Agent
hereby; 
 (iv) furnish to the Administrative Agent, from time to time at the Administrative Agent’s request, statements and
schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail; 

(v) take all actions that the Administrative Agent deems necessary or advisable to enforce collection of the Receivables Collateral;

 (vi) if requested by the Administrative Agent, cause the landlord, bailee, warehouseman or processor with Control over any
Equipment or Inventory of such Grantor to enter into a waiver agreement or to transfer any such Equipment or Inventory to warehouses designated by the Administrative Agent; 

(vii) if requested by the Administrative Agent, each Grantor which owns or leases Equipment which is subject to a certificate of title
statute that requires notation of a lien thereon to perfect a security interest therein shall deliver to the Administrative Agent all original certificates of title for such Equipment, shall take all necessary steps to cause the Administrative
Agent’s security interest be perfected in accordance with such statute and deliver to the Administrative Agent a schedule in reasonable detail describing such Equipment, registration number, license number and all other information required to
comply with such statute; provided, however, that until the Administrative Agent makes such a request under this clause, the parties hereto acknowledge that the security interest of the Administrative Agent in such Collateral has not
been perfected and all the representations and warranties, covenants and Events of Default contained herein and in the other Loan Documents which would otherwise be violated shall be deemed modified to reflect the foregoing and not be violated; 

(viii) if requested by the Administrative Agent upon the occurrence and during the continuance of an Event of Default, cause each bank
or Securities Intermediary with which any Grantor maintains a Deposit Account or Securities Account to enter into an Account Control Agreement with respect thereto; 

(ix) from time to time, promptly following the Administrative Agent’s request, execute and deliver confirmatory written instruments
pledging to the Administrative Agent the Collateral, but any such Grantor’s failure to do so shall not affect or limit the security interest granted hereby or the Administrative Agent’s other rights in and to the Collateral; and 

  
 19 








 (x) notify the Agent promptly of any Collateral which constitutes a claim against the United
States government or any instrumentality or agent thereof in excess of $1,000,000, the assignment of which is restricted by federal law. Upon the request of the Agent, Grantor shall take such steps as may be necessary to comply with any applicable
federal assignment of claims laws or other comparable laws. 
 (b) With respect to the foregoing and the grant of the security interest
hereunder, each Grantor hereby authorizes the Administrative Agent to Authenticate and to file one or more financing or continuation statements, and amendments thereto, for the purpose of perfecting, continuing, enforcing or protecting the security
interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Administrative Agent as secured party. A carbon, photographic, telecopied or other reproduction of this Agreement or
any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by Law. 

4.14 Supplements to Scheduled Information. 

(a) Without limiting the generality of Section 4.14, concurrently with the delivery by the Borrower of each Compliance Certificate
pursuant to Section 6.02(b) of the Credit Agreement, the Borrower, on behalf of each Grantor, shall deliver to the Administrative Agent the following applicable supplements to the Schedules hereto in such form as shall be reasonably
satisfactory to the Administrative Agent, together with a certificate of Responsible Officers certifying that, as of the date thereof and after giving effect to the supplements to such Schedules delivered therewith, the representations and
warranties in Article III hereof are true and correct in all material respects: 
 (i) a supplement to Item B of
Schedule I hereto identifying any new location owned by a Grantor where any Equipment or Inventory of such Grantor may be located which is not already identified on such Schedule; 

(ii) a supplement to Item E of Schedule I hereto describing any new Commercial Tort Claim owned by such Grantor which is
not described on such Schedule in excess of $5,000,000. 
 (b) Promptly after any written request by the Administrative Agent (which request
shall be made no more than once per fiscal quarter so long as no Event of Default has occurred and is continuing), Borrower, on behalf of each Grantor, shall deliver to the Administrative Agent a supplement to Item C of Schedule I
hereto identifying any new consignee, warehouseman, agent, bailee, processor, leased property or other similar location where any Equipment or Inventory of such Grantor is located which is not already identified on such Schedule. 

4.15 Amendments or Terminations Not Authorized. Grantor acknowledges that it is not authorized to file any financing statement or
amendment or termination statement with respect to a financing statement filed in favor of the Agent without the prior written consent of the Agent and agrees that it will not do so without the prior written consent of the Agent, subject to
Grantor’s rights under Section 9-5.13(c) of the UCC. 

  
 20 








 4.16 Certain Property. No Grantor owns (a) standing timber that is to be cut and
removed under a conveyance or contract for sale, (b) animals, (c) crops grown, growing, or to be grown, even if the crops are produced on trees, vines or bushes, or (d) manufactured homes. 

ARTICLE V 
 THE
ADMINISTRATIVE AGENT 
 5.1 Appointment as Attorney-in-Fact. Each Grantor hereby irrevocably appoints the Administrative Agent
and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the
purpose of carrying out the terms of this Agreement, to take, upon the occurrence and during the continuance of any Event of Default, any and all appropriate action and to execute any and all documents and instruments that may be necessary or
desirable to accomplish the purposes of this Agreement. Without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor,
to do any or all of the following: 
 (a) (i) demand payment of its Receivables Collateral; (ii) enforce payments of its
Receivables Collateral by legal proceedings or otherwise; (iii) exercise all of its rights and remedies with respect to proceedings brought to collect its Receivables Collateral; (iv) sell or assign its Receivables Collateral upon such
terms, for such amount and at such times as the Administrative Agent deems advisable; (v) settle, adjust, compromise, extend or renew any of its Receivables Collateral; (vi) discharge and release any of its Receivables Collateral;
(vii) prepare, file and sign such Grantor’s name on any proof of claim in bankruptcy or other similar document against any obligor of any of its Receivables Collateral; (viii) notify the post office authorities to change the address
for delivery of such Grantor’s mail to an address designated by the Administrative Agent, and open and dispose of all mail addressed to such Grantor; (ix) endorse such Grantor’s name upon any Chattel Paper, document, instrument,
invoice, or similar document or agreement relating to any Receivables Collateral or any goods pertaining thereto; and (x) endorse such Grantor’s name upon any Chattel Paper, document, instrument, invoice, or similar document or agreement
relating to any Receivables Collateral or any goods pertaining thereto; 
 (b) pay or discharge taxes and Liens levied or placed on or
threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof; 

(c) execute, in connection with any sale or other disposition provided for in Section 6.1, any endorsements, assignments or
other instruments of conveyance or transfer with respect to the Collateral; and 

  
 21 








 (d) (i) direct any party liable for any payment under any of the Collateral to make payment
of any and all moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (ii) ask or demand for, collect, and receive payment of and give receipt for, any and all moneys, claims and
other amounts due or to become due at any time in respect of or arising out of any Collateral; (iii) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments,
verifications, notices and other documents in connection with any of the Collateral; (iv) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any
portion thereof and to enforce any other right in respect of any Collateral; (v) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral; (vi) settle, compromise or adjust any such suit, action or
proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate; (vii) notify, or require any Grantor to notify, Account Debtors to make payment directly to the Administrative Agent and
change the post office box number or other address to which the Account Debtors make payments; and (viii) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and
completely as though the Administrative Agent were the absolute owner thereof for all purposes, and do, at the Administrative Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things that the
Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. 

Each Grantor hereby acknowledges, consents and agrees that the power of attorney granted pursuant to this Section is irrevocable and coupled
with an interest. 
 5.2 Administrative Agent May Perform. If any Grantor fails to perform any agreement contained herein after any
applicable cure period, the Administrative Agent may itself perform, or cause performance of, such agreement, and the reasonable expenses of the Administrative Agent incurred in connection therewith shall be payable by such Grantor pursuant to
Section 6.2. 
 5.3 Administrative Agent Has No Duty. 

(a) In addition to, and not in limitation of, Section 2.4, the powers conferred on the Administrative Agent hereunder are solely
to protect its interest (on behalf of the Secured Parties) in the Collateral and shall not impose any duty or obligation on it to exercise any such powers. Neither the Administrative Agent nor any of its officers, directors, employees or agents
shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or
to take any other action whatsoever with regard to the Collateral or any part thereof (including the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral). Neither the Administrative
Agent nor any of its officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. 

  
 22 








 (b) Each Grantor assumes all responsibility and liability arising from or relating to the use,
sale or other disposition of the Collateral. The Secured Obligations shall not be affected by any failure of the Administrative Agent to take any steps to perfect the security interest granted hereunder or to collect or realize upon the Collateral,
nor shall loss of or damage to the Collateral release any Grantor from any of its Secured Obligations. 
 ARTICLE VI 

REMEDIES 
 6.1 Certain
Remedies. If any Event of Default shall have occurred and be continuing: 
 (a) The Administrative Agent may exercise in respect of
the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the UCC and also may take the following actions: 

(i) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon the request of the Administrative Agent
forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at its premises or another place designated by the Administrative Agent (whether or not the UCC applies to
the affected Collateral); 
 (ii) without demand of performance or other demand, presentment, protest, advertisement or notice of any
kind (except any notice required by referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), sell, lease, assign, give option or options to purchase, or
otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale, at any of the Administrative Agent’s offices or elsewhere, for cash, on credit or
for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required by Law, at least ten days’ prior notice to such Grantor of the
time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having
been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so
adjourned; 
 (iii) with or without legal process and with or without prior notice or demand for performance, to take possession of
the Collateral and without liability for trespass to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral. 

  
 23 








 (b) All cash proceeds received by the Administrative Agent in respect of any sale of, collection
from, or other realization upon all or any part of the Collateral may, in the discretion of the Administrative Agent, be held, to the extent permitted under applicable Law, by the Administrative Agent as additional collateral security for all or any
part of the Secured Obligations, and/or then or at any time thereafter shall be applied (after payment of any amounts payable to the Administrative Agent pursuant to Section 10.04 of the Credit Agreement and Section 6.2 below) in
whole or in part by the Administrative Agent for the ratable benefit of the Secured Parties against all or any part of the Secured Obligations in accordance with Section 8.03 of the Credit Agreement. Any surplus of such cash or cash proceeds
held by the Administrative Agent and remaining after payment in full of all the Secured Obligations, and the termination of all Commitments, shall be paid over to the Grantors or to whomsoever may be lawfully entitled to receive such surplus. 

(c) The Administrative Agent may exercise any and all rights and remedies of each Grantor under or in connection with the Collateral,
including the right to sue upon or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or
releases, and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, any insurance applicable thereto, or any Person liable directly or indirectly in connection with any of the
foregoing, without discharging or otherwise affecting the liability of any Grantor for the Obligations or under this Agreement or any other Loan Document and the Material Contracts or otherwise in respect of the Collateral, including any and all
rights of such Grantor to demand or otherwise require payment of any amount under, or performance of any provision of, any Collateral. 
 The Administrative
Agent shall give the Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-612 of the UCC) of the Administrative Agent’s intention to make any sale of Collateral. Such notice,
in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the
Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix and
state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may (in its sole and absolute discretion)
determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may,
without notice or publication adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to
which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or
purchasers thereof, but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon
like notice. At any public (or, to the extent permitted by Law, private) sale made pursuant to this Section, any Secured Party may bid for or purchase, free (to the extent permitted by Law) from any right of redemption, stay, valuation or appraisal
on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by Law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to
such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. The
Secured Obligations shall not be affected by any failure of the Administrative Agent to take any steps to perfect the security interest granted hereunder or to collect or realize upon the Collateral, nor shall loss or damage to the Collateral
release any Grantor from any of its Secured Obligations. 

  
 24 








 6.2 Indemnity and Expenses. Each Grantor agrees to jointly and severally indemnify and
hold harmless the Administrative Agent (and any sub-agent thereof), each other Secured Party, and each Related Party of any of the foregoing Persons (each, such Person being called an “Indemnitee”) against, and hold each harmless
from, any and all losses, claims, damages, liabilities, and related, reasonable, out-of-pocket expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee); provided, that, as long as no Default
exists Grantors shall engage and pay for defense counsel that is reasonably acceptable to the Secured Parties in connection with claims brought by third parties and Secured Parties may engage separate counsel under such circumstances at their own
expense (it being understood that upon the occurrence of an Event of Default, all counsel shall be at the cost and expense of the Grantors), incurred by any Indemnitee or asserted against any Indemnitee by a third party or by the Borrower or any
other Loan Party arising out of, in connection with, or as a result of, this Agreement and the other Loan Documents (including enforcement of this Agreement and other Loan Documents; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages, liabilities and related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or
willful misconduct of such Indemnitee or (y) result from a claim brought by a Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has
obtained a final and nonappealable judgment in its favor of such claim as determined by a court of competent jurisdiction. Each Grantor will upon demand pay to the Administrative Agent the amount of any and all reasonable expenses, including the
reasonable fees and disbursements of any experts and agents, which the Administrative Agent may incur in connection with the following: 

(a) the administration of this Agreement and the other Loan Documents; 

(b) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral;

 (c) the exercise or enforcement of any of the rights of the Administrative Agent or the Secured Parties hereunder; or 

(d) the failure by any Grantor to perform or observe any of the provisions hereof. 

The agreements in this Section 6.2 shall survive the termination of the Commitments and the repayment, satisfaction or discharge of the other
Obligations. 

  
 25 








 6.3 Waivers. Each Grantor hereby waives any right, to the extent permitted by applicable
Law, to receive prior notice of or a judicial or other hearing with respect to any action or prejudgment remedy or proceeding by the Administrative Agent to take possession, exercise control over or dispose of any item of Collateral where such
action is permitted under the terms of this Agreement or any other Loan Document or by applicable Laws or the time, place or terms of sale in connection with the exercise of the Administrative Agent’s rights hereunder. Each Grantor waives, to
the extent permitted by applicable Laws, any bonds, security or sureties required by the Administrative Agent with respect to any of the Collateral. Each Grantor also waives any damages (direct, consequential or otherwise) occasioned by the
enforcement of the Administrative Agent’s rights under this Agreement or any other Loan Document, including, the taking of possession of any Collateral or the giving of notice to any Account Debtor or the collection of any Receivables
Collateral, all to the extent that such waiver is permitted by applicable Laws. Each Grantor also consents that the Administrative Agent, in connection with the enforcement of the Administrative Agent’s rights and remedies under this Agreement,
may enter upon any premises owned by or leased to it without obligations to pay rent or for use and occupancy, through self-help, without judicial process and without having first obtained an order of any court. These waivers and all other waivers
provided for in this Agreement and the other Loan Documents have been negotiated by the parties and each Grantor acknowledges that it has been represented by counsel of its own choice and has consulted such counsel with respect to its rights
hereunder. 
 ARTICLE VII 

MISCELLANEOUS PROVISIONS 

7.1 Loan Document. 
 (a)
This Agreement is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with the terms and provisions thereof. 

(b) Concurrently herewith certain of the Grantors are executing and delivering the Pledge Agreement pursuant to which such Grantor is pledging
all the certificated Investment Property and Instruments of such Grantor. Such pledges shall be governed by the terms of the Pledge Agreement and not by this Agreement. 

7.2 Amendments, etc.; Additional Grantors; Successors and Assigns. 

(a) No amendment to or waiver of any provision of this Agreement nor consent to any departure by any Grantor herefrom, shall in any event be
effective unless the same shall be in writing and signed by the Administrative Agent and, with respect to any such amendment, by the Grantors, and then such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given. 
 (b) Upon the execution and delivery by any Person of a Joinder Agreement, (i) such Person shall be referred
to as an “Additional Grantor” and shall be and become a Grantor, and each reference in this Agreement to “Grantor” shall also mean and be a reference to such Additional Grantor and (ii) the schedule supplements
attached to each Security Agreement shall be incorporated into and become a part of and supplement Schedules I and II hereto, as appropriate, and the Administrative Agent may attach such schedule supplements to such Schedules, and each
reference to such Schedules shall mean and be a reference to such Schedules, as supplemented pursuant hereto. 

  
 26 








 (c) Upon the delivery by the Borrower of each certificate of Responsible Officers certifying
supplements to the Schedules to this Agreement pursuant to Section 4.14, the schedule supplements attached to each such certificate shall be incorporated into and become a part of and supplement Schedules I and II hereto,
as appropriate, and the Administrative Agent may attach such schedule supplements to such Schedules, and each reference to such Schedules shall mean and be a reference to such Schedules, as supplemented pursuant hereto. 

(d) This Agreement shall be binding upon each Grantor and its successors, transferees and assigns and shall inure to the benefit of the
Administrative Agent and each other Secured Party and their respective successors, transferees and assigns; provided, however, that no Grantor may assign its obligations hereunder without the prior written consent of the Administrative
Agent. 
 7.3 Addresses for Notices. All notices and other communications provided for hereunder shall be in writing and mailed,
delivered or transmitted by telecopier to each party hereto at the address set forth in Section 10.02 of the Credit Agreement (with any notice to a Grantor other than the Borrower being delivered to such Grantor in care of the Borrower). All
such notices and other communications shall be deemed to be given or made at the times provided in Section 10.02 of the Credit Agreement. 

7.4 Section Captions. Section captions used in this Agreement are for convenience of reference only, and shall not affect the
construction of this Agreement. 
 7.5 Severability. If any provision of this Agreement is held to be illegal, invalid or
unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal,
invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. 
 7.6 Counterparts. This Agreement may be executed in
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. 

7.7 Governing Law, Etc. 

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND PERFORMED ENTIRELY WITHIN SUCH STATE, EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN
THE STATE OF NEW YORK; PROVIDED THAT THE ADMINISTRATIVE AGENT SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. 

  
 27 








 (b) EACH GRANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY,
TO THE NONEXCLUSIVE JURISDICTION OF 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, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY SHALL BE BROUGHT,
AT THE ADMINISTRATIVE AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION 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 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 OR ANY OTHER SECURED
PARTY HERETO MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY GRANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 

(c) EACH GRANTOR IRREVOCABLY AND 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. 

(d) EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 7.3. NOTHING
IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

  
 28 








 7.8 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY 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 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. 
 7.9 Entire Agreement. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES OR BY PRIOR OR CONTEMPORANEOUS WRITTEN AGREEMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. 

7.10 Amendment and Restatement. 
 (a) The
Grantors and the Administrative Agent on behalf of the Secured Parties hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Security Agreement which in any manner govern or evidence the obligations
arising hereunder, the rights and interests of the Secured Parties and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement,
and the terms and provisions of the Existing Security Agreement, except as otherwise expressly provided herein, shall be superseded by this Agreement. 

(b) Notwithstanding this amendment and restatement of the Existing Security Agreement, including anything in this Section 7.10, except as set
forth in Section 7.10(c) below, (i) all of the indebtedness, liabilities and obligations owing by the Grantors under the Existing Security Agreement shall continue as obligations hereunder and thereunder and shall be and remain
secured by this Agreement, (ii) the Existing Security Interest shall continue as a security interest hereunder, and (iii) this Agreement is given as a substitution of, and not as a payment of the indebtedness, liabilities and obligations
of the Grantors under the Existing Security Agreement and neither the execution and delivery of this Agreement nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Security
Agreement or the Existing Security Interest created thereunder. 
 (c) Effective as of the Closing Date, the Administrative Agent, on behalf of the Secured
Parties, hereby terminates, releases and discharges the Existing Security Interests in the Excluded Subsidiary Collateral. 
 [Signature
Paged Follow] 

  
 29 








 IN WITNESS WHEREOF, each Grantor has caused this Agreement to be duly executed
and delivered by its officer thereunto duly authorized as of the date first above written. 
  

			
	 INTEGRA LIFESCIENCES HOLDINGS

CORPORATION, a Delaware corporation


	 INTEGRA LIFESCIENCES CORPORATION,

a Delaware corporation

		
	By:	 	 
	Name:	 	John B. Henneman, III
	Title:	 	Executive Vice President, Finance and
		 	Administration & Chief Financial Officer
	  
 ENDOSOLUTIONS, INC., a Delaware


corporation

	 INTEGRA LUXTEC, INC., a Massachusetts

corporation

	 INTEGRA NEUROSCIENCES (INTERNATIONAL), INC., a Delaware

corporation

	 INTEGRA RADIONICS, INC., a Delaware

corporation
 ISOTIS ORTHOBIOLOGICS,
INC., a
 Washington corporation
 J.
JAMNER SURGICAL INSTRUMENTS,

 INC., a Delaware corporation

MILTEX, INC., a Delaware corporation






		
	By:	 	 
	Name:	 	John B. Henneman, III
	Title:	 	Vice President and Treasurer
	  
 MINNESOTA SCIENTIFIC, INC., a Minnesota

corporation

		
	By:	 	 
	Name:	 	John B. Henneman, III
	Title:	 	Vice President and Chief Financial Officer



  
 AMENDED AND RESTATED
SECURITY AGREEMENT 
 Signature Page 








 
					
	 THEKEN SPINE, LLC, an Ohio limited liability


company


		
	By:	 	INTEGRA LIFESCIENCES CORPORATION, its sole member
			
		 	By:	 	 
		 	Name:	 	John B. Henneman, III
		 	Title:	 	Executive Vice President, Finance
		 		 	and Administration & Chief Financial
		 		 	Officer



  
 AMENDED AND RESTATED
SECURITY AGREEMENT 
 Signature Page 









			
	 ACKNOWLEDGED AND ACCEPTED:
  

BANK OF AMERICA, N.A.,
 as
Administrative Agent

		
	By:	 	 
		 	Name:
		 	Title:


  
 AMENDED AND RESTATED
SECURITY AGREEMENT 
 Signature Page 








 SCHEDULE I TO SECURITY AGREEMENT 

 

	Item A.	State of Organization, Identification Number, Chief Executive Office 

  

					
	 Grantor; Chief Executive Office
	  	State of Organization	  	Identification
Number
	 Integra LifeSciences Holdings Corporation
	  	Delaware	  	2199700
	 311 Enterprise Drive
	  		  	
	 Plainsboro, NJ 08536
	  		  	
			
	 Integra LifeSciences Corporation
	  	Delaware	  	2363821
	 311 Enterprise Drive
	  		  	
	 Plainsboro, NJ 08536
	  		  	
			
	 J. Jamner Surgical Instruments, Inc.
	  	Delaware	  	0769265
	 9 Skyline Drive
	  		  	
	 Hawthorne, NY 10532
	  		  	
			
	 Integra NeuroSciences (International), Inc.
	  	Delaware	  	2902491
	 311 Enterprise Drive
	  		  	
	 Plainsboro, NJ 08536
	  		  	
			
	 Integra Radionics, Inc.
	  	Delaware	  	4077406
	 22 Terry Avenue
	  		  	
	 Burlington, MA 01803
	  		  	
			
	 Miltex, Inc.
	  	Delaware	  	4079576
	 589 Davies Drive
	  		  	
	 York, PA 17402
	  		  	
			
	 EndoSolutions, Inc.
	  	Delaware	  	3436217
	 589 Davies Drive
	  		  	
	 York, PA 17402
	  		  	
			
	 Integra Luxtec, Inc.
	  	Massachusetts	  	42741310
	 311 Enterprise Drive
	  		  	
	 Plainsboro, NJ 08536
	  		  	
			
	 IsoTis OrthoBiologics, Inc.
	  	Washington	  	601553620
	 1 Goodyear
	  		  	
	 Irvine, CA 92618
	  		  	
			
	 Theken Spine, LLC
	  	Ohio	  	LL10700
	 1800 Triplett Boulevard
	  		  	
	 Akron, OH 44306
	  		  	
			
	 Minnesota Scientific, Inc.
	  	Minnesota	  	1X-1191
	 4849 White Bear Parkway
	  		  	
	 St. Paul, MN 55110
	  		  	
			
	 Integra LifeSciences Holdings Corporation
	  	Delaware	  	2199700
	 311 Enterprise Drive
	  		  	
	 Plainsboro, NJ 08536
	  		  	
			
	 Integra LifeSciences Corporation
	  	Delaware	  	2363821
	 311 Enterprise Drive
	  		  	
	 Plainsboro, NJ 08536
	  		  	
			
	 J. Jamner Surgical Instruments, Inc.
	  	Delaware	  	0769265
	 9 Skyline Drive
	  		  	
	 Hawthorne, NY 10532
	  		  	
			
	 Integra NeuroSciences (International), Inc.
	  	Delaware	  	2902491
	 311 Enterprise Drive
	  		  	
	 Plainsboro, NJ 08536
	  		  	


  









	Item B.	Location of Equipment & Inventory (Owned Locations) 

  

					
	 Grantor Mailing Address
	  	County	  	State
	 Miltex, Inc.
	  	York	  	Pennsylvania
	 589 Davies Drive
	  		  	
	 York, PA 17402
	  		  	
			
	 Integra LifeSciences Corp.
	  	Hamilton	  	Ohio
	 4900 Charlemar Drive
	  		  	
	 Cincinnati, OH 45227
	  		  	

  

	Item C.	Leased Property; Bailees 

  

	I.	Attached—List of consignments for Extremity Reconstruction and Neurosurgery 

  

	II.	Attached—List of consignments for OrthoBiologics hospital accounts 

  

	III.	Attached—List of consignments for OrthoBiologics distributor accounts 

  

	IV.	Attached—List of consignments for Surgical Instruments 

  

	Item D.	Trade Names 

  

			
	 Grantor
	  	 Trade Name

	Integra LifeSciences Corporation	  	Integra
	Integra LifeSciences Corporation	  	Integra LifeSciences
	Integra LifeSciences Corporation	  	Integra NeuroSciences
	Integra LifeSciences Corporation	  	Integra Neurosupplies (NSI)
	Integra LifeSciences Corporation	  	Integra Pain Management
	J. Jamner Surgical Instruments, Inc.	  	Jarit Instruments
	IsoTis OrthoBiologics, Inc.	  	Integra OrthoBiologics
	Miltex, Inc.	  	Miltex
	Minnesota Scientific, Inc.	  	Omni-Tract Surgical
	Theken Spine, LLC	  	Integra Spine









	Item D.	Commercial Tort Claims 

  

			
	 Grantor
	  	Description of
Commercial Tort Claim
	 None
	  	









	Item C.	Leased Property; Bailees 

 I. Extremity Reconstruction & Neurosurgery 

 

							
	 	 	Name of	 	 	 	Relationship
	 Grantor
	 	 Landlord/Bailee
	 	 Address
	 	 to Grantor

	Integra LifeSciences Corporation	 	AESTHETIC SURGERY CENTER	 	 30260 Rancho Viejo Road
 San Juan Capistrano, CA
92675
	 	Consignee
				
	Integra LifeSciences Corporation	 	GRAMERCY PARK SURGERY, P.C.	 	 67 Irving Place
 New York, NY 10003
	 	Consignee
				
	Integra LifeSciences Corporation	 	ADVANCED AMBULATORY S/C	 	 2333 North Harlem Ave
 Chicago, IL
60707
	 	Consignee
				
	Integra LifeSciences Corporation	 	UCSD MEDICAL CENTER	 	 7197 Convoy Court
 San Diego, CA 92111
	 	Consignee
				
	Integra LifeSciences Corporation	 	PALO PINTO GEN HOSPITAL	 	 400 Southwest 25th Avenue
 Mineral Wells, TX
76067
	 	Consignee
				
	Integra LifeSciences Corporation	 	QUEENS HOSPITAL CENTER	 	 82-70 164th Street

Jamaica, NY 11432
	 	Consignee
				
	Integra LifeSciences Corporation	 	CABRINI MEDICAL CENTER	 	 227 E. 19th Street

New York, NY 10003
	 	Consignee
				
	Integra LifeSciences Corporation	 	HEALTH ALLIANCE JEWISH HOSP	 	 4777 W Galbraith Rd
 Cincinnati, OH
45236
	 	Consignee
				
	Integra LifeSciences Corporation	 	BOULEVARD SURGICAL CENTER	 	 46-04 31st. Ave.
 Long Island City, NY
11103
	 	Consignee
				
	Integra LifeSciences Corporation	 	MAYO CLINIC FOUNDATION	 	 221 Fourth Avenue SW
 Rochester, MN
55902
	 	Consignee
				
	Integra LifeSciences Corporation	 	SYCAMORE SPRINGS CENTER	 	 4715 Statesmen; Ste A
 Indianapolis, IN
46250
	 	Consignee
				
	Integra LifeSciences Corporation	 	MERCY MEDICAL CENTER	 	 301 St. Paul Place
 Baltimore, MD 21202
	 	Consignee
				
	Integra LifeSciences Corporation	 	MUNSON MEDICAL CENTER	 	 1105 Sixth Avenue
 Traverse City, MI
49684
	 	Consignee
				
	Integra LifeSciences Corporation	 	REGION’S HOSPITAL	 	 640 Jackson Street Ste 180
 San Diego, CA
92009
	 	Consignee
				
	Integra LifeSciences Corporation	 	GENESYS REGIONAL MEDICAL CTR	 	 P.O. Box 2031
 Flint, MI 48503
	 	Consignee
				
	Integra LifeSciences Corporation	 	KAISER HOSPITAL - 01-KAIS005	 	 P.O. Box 41906
 Los Angeles, CA
90041-0906
	 	Consignee
				
	Integra LifeSciences Corporation	 	ST RITA’S MEDICAL CENTER	 	 730 West Market Street
 Lima, OH 45801
	 	Consignee
				
	Integra LifeSciences Corporation	 	STEVENS MEMORIAL HOSPITAL	 	 21601 76th Ave Northeast
 Edmonds, WA
98206
	 	Consignee
				
	Integra LifeSciences Corporation	 	OLIVE SURGERY CENTER	 	 12101 Woodcrest Exec Dr.#101
 St. Louis, MO
63141
	 	Consignee
				
	Integra LifeSciences Corporation	 	GOOD SHEPARD HOSPITAL	 	 450 West Highway 22
 Barrington, IL
60010
	 	Consignee
				
	Integra LifeSciences Corporation	 	BELLAIRE SURGERY CENTER	 	 5521 Bellaire Drive South
 Fort Worth, TX
75109
	 	Consignee
				
	Integra LifeSciences Corporation	 	HEALTHSOUTH OUTPATIENT S/C	 	 450 North New Ballas Road
 Saint Louis, MO
63141
	 	Consignee









							
	Integra LifeSciences Corporation	 	COLUMBUS HOSPITAL	 	 495 North 13th Street
 Newark, NJ 07107
	 	Consignee
				
	Integra LifeSciences Corporation	 	WALLA WALLA CLINIC	 	 55 West Tietan
 Walla Walla, WA 99362
	 	Consignee
				
	Integra LifeSciences Corporation	 	ST. MARY’S MEDICAL CENTER	 	 401 W. Poplar
 Walla Walla, WA 99362
	 	Consignee
				
	Integra LifeSciences Corporation	 	ST MARY’S HOSPITAL	 	 305 S. 5th

Enid, OK 73120
	 	Consignee
				
	Integra LifeSciences Corporation	 	MISSION AMBULATORY S/C	 	 26730 Crown Valley Parkway
 Mission Viejo, CA
92691
	 	Consignee
				
	Integra LifeSciences Corporation	 	HACKENSACK UNIVERSITY M/C	 	 30 Prospect Avenue
 Hackensack, NJ
07601
	 	Consignee
				
	Integra LifeSciences Corporation	 	NORTH HILLS SURGERY CENTER	 	 3271 Wimberly Drive
 Fayetteville, AR
72703
	 	Consignee
				
	Integra LifeSciences Corporation	 	UNITED HEALTH SERVICES	 	 25 Park Avenue
 Binghamton, NY 13902
	 	Consignee
				
	Integra LifeSciences Corporation	 	MEDICAL COLLEGE OF OHIO	 	 365 Arlington Ave
 Dowling Hall Room
#50
	 	Consignee
				
	Integra LifeSciences Corporation	 	SOUTHERN INDIANA SURGERY CTR	 	 2800 Rex Grossman Blvd.
 Bloomington, IN
47403
	 	Consignee
				
	Integra LifeSciences Corporation	 	RHODE ISLAND ASC	 	 ASC Dudley Street
 Providence, RI 02903
	 	Consignee
				
	Integra LifeSciences Corporation	 	MERCY HOSPITAL 01- MERC016	 	 144 State Street
 Portland, ME
	 	Consignee
				
	Integra LifeSciences Corporation	 	MEMORIAL HOSPITAL	 	 710 Fairbanks Street
 Chicago, IL 60611
	 	Consignee
				
	Integra LifeSciences Corporation	 	NORTHERN MICHIGAN HOSPITAL	 	 416 Connable Ave
 Petoskey, MI 49770
	 	Consignee
				
	Integra LifeSciences Corporation	 	SPECTRUM HEALTH - BLODGETT	 	 1840 Wealthy Street SE
 Grand Rapids, MI
49506
	 	Consignee
				
	Integra LifeSciences Corporation	 	PROVIDENCE SURGICAL CENTER	 	 29877 Telegraph Road, Suite 200
 Southfield, MI
48034
	 	Consignee
				
	Integra LifeSciences Corporation	 	SURGERY ONE CENTER	 	 5052 North Clinton
 Fort Wayne, IN
46825-5822
	 	Consignee
				
	Integra LifeSciences Corporation	 	MERCY GENERAL HEALTH PARTNERS	 	 1700 Oak Ave
 Muskegon, MI 49442
	 	Consignee
				
	Integra LifeSciences Corporation	 	UPPER ARLINGTON OUTPATIENT CTR	 	 2240 North Bank Drive
 Upper Arlington, OH
43220
	 	Consignee
				
	Integra LifeSciences Corporation	 	YAKIMA VALLEY MEMORIAL HOSP	 	 2811 Tieton Drive
 Yakima, WA 98902
	 	Consignee
				
	Integra LifeSciences Corporation	 	POMONA VALLEY HOSPITAL	 	 1798 N. Garey Ave
 Pomona, CA 91767
	 	Consignee
				
	Integra LifeSciences Corporation	 	ST. JOHN SURGERY CENTER	 	 21000 12 Mile Road
 St. Clair Shore, MI
48081
	 	Consignee
				
	Integra LifeSciences Corporation	 	ST. LUCIE SURGERY CENTER	 	 1310 S.E West Star Ave
 Port St. Lucie, FL
34952
	 	Consignee
				
	Integra LifeSciences Corporation	 	FLORIDA HOSPITAL - EAST	 	 7727 Lake Underhill Drive
 Orlando, FL
32822
	 	Consignee









							
	Integra LifeSciences Corporation	 	JOHN A. PARODI	 	 105 South Main Ave
 Albany, NY 12208
	 	Consignee
				
	Integra LifeSciences Corporation	 	GATEWAY SC HOSPITAL	 	 690 N. Cofco Center Ct Suite #150
 Phoenix, AZ
85008
	 	Consignee
				
	Integra LifeSciences Corporation	 	SCOTTSDALE HEALTHCARE OSBORN HOSPITAL	 	 7400 East Osborn Road
 Scottsdale, AZ
85251
	 	Consignee
				
	Integra LifeSciences Corporation	 	UNIVERSITY MEDICAL CENTER	 	 1501 N Campbell Ave
 Tucson, AZ 85724
	 	Consignee
				
	Integra LifeSciences Corporation	 	MIRIAM HOSPITAL	 	 164 Summit Avenue
 Providence, RI 02906
	 	Consignee
				
	Integra LifeSciences Corporation	 	NORTH ADAMS HOSPITAL	 	 71 Hospital Avenue
 North Adams, MA
02147
	 	Consignee
				
	Integra LifeSciences Corporation	 	STURDY HOSPITAL	 	 211 Park Street
 Attleboro, MA 02703
	 	Consignee
				
	Integra LifeSciences Corporation	 	NAPERVILLE SURGICAL CENTER	 	 1263 Ruckert Drive
 Naperville, IL
60540
	 	Consignee
				
	Integra LifeSciences Corporation	 	ASPIRUS WAUSAU HOSPITAL	 	 333 Pine Ridge Blvd.
 Wausau, WI 54401
	 	Consignee
				
	Integra LifeSciences Corporation	 	BAYLOR UNIVERSITY HOSPITAL	 	 3500 Gaston Avenue
 5th Floor Truett Building
 Dallas, TX 75246
	 	Consignee
				
	Integra LifeSciences Corporation	 	HILLCREST BAPTIST MEDICAL CENTER	 	 3000 Herring Avenue
 Waco, TX
76708-0100
	 	Consignee
				
	Integra LifeSciences Corporation	 	MERCEY MEDICAL CENTER	 	 271 Carew Street
 Springfield, MA 01102
	 	Consignee
				
	Integra LifeSciences Corporation	 	VANDERBILT UNIVERSITY HOSPITAL	 	 1126 22nd Avenue South

Nashville, TN 37232
	 	Consignee
				
	Integra LifeSciences Corporation	 	TEXAS CHILDREN’S HOSPITAL	 	 6621 Fannin Street
 Houston, TX 77030
	 	Consignee
				
	Integra LifeSciences Corporation	 	MISSISSIPPI BAPTIST MEDICAL CENTER (HOSPITAL)	 	 1225 N State Street
 Jackson, MS 39202
	 	Consignee
				
	Integra LifeSciences Corporation	 	BEAUFORT COUNTY HOSPITAL	 	 628 E. 12th Street

Washington, NC 27889
	 	Consignee
				
	Integra LifeSciences Corporation	 	CHILDREN’S HOSPTIAL	 	 9000 W. Wisconsin Ave
 Milwaukee, WI
53226
	 	Consignee
				
	Integra LifeSciences Corporation	 	COMMUNITY HOSPITAL	 	 W180 N 8045 Town Hall Rd
 Menomoner Falls, WI
53051
	 	Consignee
				
	Integra LifeSciences Corporation	 	DEARBORN SURGERY CENTER	 	 18100 Oakwood Blvd
 Ste 100

Dearborn, MI 48124
	 	Consignee
				
	Integra LifeSciences Corporation	 	FROEDTERT HOSPTIAL	 	 9200 W. Wisconsin Ave
 Milwaukee, WI
53226
	 	Consignee
				
	Integra LifeSciences Corporation	 	HARRISON MEDICAL CENTER	 	 2520 Cherry Ave
 Bremerton, WA 98310
	 	Consignee
				
	Integra LifeSciences Corporation	 	KENOSHA HOSPITAL & MEDICAL CENTER	 	 6308 8th Ave

Kenosha, WI 53143
	 	Consignee









							
	Integra LifeSciences Corporation	 	MARY HEALTH SYSTEM	 	 1000 Mineral Point Ave
 Jonesville, WI
53545
	 	Consignee
				
	Integra LifeSciences Corporation	 	OAKWOOD ANNAPOLIS MEDICAL CENTER	 	 33155 Annapolis
 Wayle, MI 48184
	 	Consignee
				
	Integra LifeSciences Corporation	 	OAKWOOD HOSPITAL	 	 18101 Oakwood Blvd
 Dearborn, MI 48124
	 	Consignee
				
	Integra LifeSciences Corporation	 	OCONOMOWOC MEMORIAL HOSPITAL	 	 791 Summit Ave
 Oconomowoc, WI 53066
	 	Consignee
				
	Integra LifeSciences Corporation	 	ORTHOPEDIC SURGERY CTR LLC	 	 W238 N 1610 Busse Rd
 Ste 100

Waukosha, WI 53188-1163
	 	Consignee
				
	Integra LifeSciences Corporation	 	PHYSICIANS SURGERY CENTER	 	 1 Plaza Drive
 Toms River, NJ 08757
	 	Consignee
				
	Integra LifeSciences Corporation	 	REGIONAL HAND CENTER	 	 2139 E. Beechwood Ave
 Fresno, CA 93720
	 	Consignee
				
	Integra LifeSciences Corporation	 	ST CATHERINES HOSPITAL	 	 3556 Seventh Ave
 Kenosha, WI 53143
	 	Consignee
				
	Integra LifeSciences Corporation	 	ST JOE’S AMBULATORY SURGERY	 	 115 Fulton Street
 Pontiac, MI 48341
	 	Consignee
				
	Integra LifeSciences Corporation	 	ST JOSEPH’S HOSPITAL	 	 One Saint Joseph Drive
 Lexington, KY
40504
	 	Consignee
				
	Integra LifeSciences Corporation	 	UNIVERSITY HOSPITAL	 	 234 Goodman Street
 Cincinnati, OH
45219
	 	Consignee
				
	Integra LifeSciences Corporation	 	U OF M HOSPITAL	 	 1500 E. Medical Center
 Ann Arbor, MI
48109
	 	Consignee
				
	Integra LifeSciences Corporation	 	EAST ANN ARBOR HOSPITAL	 	 4270 Plymouth Road
 Ann Arbor, MI 48109
	 	Consignee
				
	Integra LifeSciences Corporation	 	WAUKESHA M. H. HOSPITAL	 	 725 American Ave
 Waukeska, WI 53189
	 	Consignee
				
	Integra LifeSciences Corporation	 	WEST ALLIS HOSPITAL	 	 8901 W. Lincoln Ave
 West Allis, WI
53227
	 	Consignee
				
	Integra LifeSciences Corporation	 	ST MARY’S MEDICAL CENTER	 	 3801 Spring Street
 Racine, WI 53405
	 	Consignee
				
	Integra LifeSciences Corporation	 	WILLIAM BEAUMONT TROY HOSPITAL	 	 44201 Dequinore
 Troy, MI
	 	Consignee
				
	Integra LifeSciences Corporation	 	HCA MEDICAL CENTER OF PLANO	 	 3901 West 15th Street

Plano, TX 75075
	 	Consignee
				
	Integra LifeSciences Corporation	 	ALHAMBRA SURGERY	 	 1201 Alhambra Blvd. Suite 110
 Sacramento, CA
95816
	 	Consignee
				
	Integra LifeSciences Corporation	 	UNIVERSITY OF LOUISVILLE HEALTHCARE	 	 530 S. Jackson Street
 Louisville, KY
40202
	 	Consignee
				
	Integra LifeSciences Corporation	 	U MASS HOSPITAL	 	 281 Lincoln Street
 Worchester, MA
	 	Consignee









							
	Integra LifeSciences Corporation	 	CONCANNOR PLASTIC SURGERY	 	 3115 Falling Leaf Court
 Columbia, MO
65201
	 	Consignee
				
	Integra LifeSciences Corporation	 	MANCHESTER SURGERY	 	 1040 Old Des Peres Road
 Des Peres, MO
63131
	 	Consignee
				
	Integra LifeSciences Corporation	 	COX SOUTH HOSPITAL	 	 3801 S. National Avenue
 Springfield, MO
65807
	 	Consignee
				
	Integra LifeSciences Corporation	 	CHRISTUS SPOHN SHORELINE	 	 600 Elizabeth Street
 Corpus Christi, TX
78404
	 	Consignee
				
	Integra LifeSciences Corporation	 	WHITE RIVER HEALTH SYSTEM HOSPITAL	 	 1710 Harrison Street
 Batesville, AR
72501
	 	Consignee
				
	Integra LifeSciences Corporation	 	NORTH CENTRAL SURGICAL	 	 9301 N Central Expry Suite 100
 Dallas, TX
75231
	 	Consignee
				
	Integra LifeSciences Corporation	 	UT SOUTHWESTERN ZALE ZIPSHY	 	 5151 Harry Hines Blvd
 Dallas, TX 75390
	 	Consignee
				
	Integra LifeSciences Corporation	 	PARKLAND MEMORIAL	 	 5201 Harry Hines Blvd
 Dallas, TX 75235
	 	Consignee
				
	Integra LifeSciences Corporation	 	LEE MEMORIAL	 	 2776 Cleveland Avenue
 Fort Myers, FL
33901
	 	Consignee
				
	Integra LifeSciences Corporation	 	BERKSHIRE MEDICAL CENTER	 	 725 North Street
 Pittsfield, MA 01201
	 	Consignee
				
	Integra LifeSciences Corporation	 	UT SOUTHWESTERN (OUTPATIENT SURG CENTER)	 	 5909 Harry Hines
 Dallas, TX 75390
	 	Consignee
				
	Integra LifeSciences Corporation	 	GRANT RIVERSIDE MEDICAL CENTER	 	 3420 Oletangy River Road
 Columbus, Ohio
43202
	 	Consignee
				
	Integra LifeSciences Corporation	 	CREEKWOOD SURGERY CENTER	 	 211 NE 54th Street

Suite 100
 Kansas City, NO 64118
	 	Consignee
				
	Integra LifeSciences Corporation	 	KAISER ANTIOCH	 	 4501 Sand Creek Road
 Antioch, CA 94531
	 	Consignee
				
	Integra LifeSciences Corporation	 	ORANGE PARK SURGERY CTR	 	 2050 Professional Ctr Dr
 Orange Park, FL
32073
	 	Consignee
				
	Integra LifeSciences Corporation	 	FLEMING ISLAND SURGERY CENTER	 	 1670 B Eagle Harbor Parkway
 Orange Park, FL
32003
	 	Consignee
				
	Integra LifeSciences Corporation	 	ARKANSAS SPECIALTY ORTHOPEDICS	 	 6101 St Vincent Circle
 Little Rock, AR
72205
	 	Consignee
				
	Integra LifeSciences Corporation	 	FLATIRONS SURGERY CENTER	 	 70 Health Park Drive
 Louisville CO
80027
	 	Consignee
				
	Integra LifeSciences Corporation	 	CLEAR CREEK SURGERY CTR	 	 7809 W 38th Avenue

Wheat Ridge, CO 80033
	 	Consignee
				
	Integra LifeSciences Corporation	 	GOLDEN RIDGE SURGERY CENTER	 	 660 Golden Ridge Road
 Golden CO 80401
	 	Consignee
				
	Integra LifeSciences Corporation	 	EL PASO SPECIALTY HOSPITAL	 	 1755 Curie Drive
 Ste A

El Paso, TX 79902
	 	Consignee









							
	Integra LifeSciences Corporation	 	ST MARY’S HOSPITAL	 	 450 Stanyan Street
 San Francisco, CA
91447
	 	Consignee
				
	Integra LifeSciences Corporation	 	RESURGENS SURG CENTER	 	 5671 Peachtree Dunwoody Road
 # 800

Atlanta, GA 30342
	 	Consignee
				
	Integra LifeSciences Corporation	 	WINCHESTER MEDICAL CENTER	 	 1840 Amherst Street
 Winchester, VA
22601
	 	Consignee
				
	Integra LifeSciences Corporation	 	MCG, HEALTH	 	 1120 15th Street

Augusta, GA 30912
	 	Consignee
				
	Integra LifeSciences Corporation	 	WOODLANDS SURGERY CENTER	 	 2325 N Casaloma Drive
 Appleton, WI
54912
	 	Consignee
				
	Integra LifeSciences Corporation	 	BROWARD GENERAL	 	 1000 S Andrews Ave
 Fort Lauderdale, FL
33316
	 	Consignee
				
	Integra LifeSciences Corporation	 	BETH ISRAEL DEACONESS MED CENTER	 	 330 Brookline Avenue
 Boston, MA 02215
	 	Consignee
				
	Integra LifeSciences Corporation	 	PLEASANTON SURGERY CTR	 	 1393 Santa Rita Road #F
 Pleasanton, CA
94566
	 	Consignee
				
	Integra LifeSciences Corporation	 	WEBSTER SURGERY CENTER	 	 3300 Webster Street
 Oakland, CA 94609
	 	Consignee
				
	Integra LifeSciences Corporation	 	SUTTER ROSEVILLE MED	 	 4 Medical Plaza Drive
 Roseville, CA
95661
	 	Consignee
				
	Integra LifeSciences Corporation	 	RENO ORTHOPAEDIC	 	 350 West 6th Street

Reno, NV 89503
	 	Consignee
				
	Integra LifeSciences Corporation	 	KAISER WALNUT CREEK	 	 1425 South Main Street
 Walnut Creek, CA
94598
	 	Consignee
				
	Integra LifeSciences Corporation	 	U C DAVIS	 	 4845 2ND Avenue

Sacramento, CA 95817
	 	Consignee
				
	Integra LifeSciences Corporation	 	KAISER FOUNDATION HOSPITAL	 	 2025 Morse Avenue
 Sacramento, CA 95825
	 	Consignee
				
	Integra LifeSciences Corporation	 	QUEEN OF THE VALLEY MED CTR	 	 1000 Trancas Street
 Napa, CA 94558
	 	Consignee
				
	Integra LifeSciences Corporation	 	METHODIST HOSP OF SACRAMENTO	 	 7500 Hospital Drive
 Sacramento, CA
95823
	 	Consignee
				
	Integra LifeSciences Corporation	 	LAS PALMES MEDICAL CNTR	 	 1801 W Oregon Street
 El Paso, TX 79902
	 	Consignee
				
	Integra LifeSciences Corporation	 	KAISER ROSEVILLE	 	 1600 Eureka Road
 Roseville, CA 95661
	 	Consignee
				
	Integra LifeSciences Corporation	 	NORTHSIDE CHEROKEE	 	 201 Hospital Road
 Canton, GA 30114
	 	Consignee
				
	Integra LifeSciences Corporation	 	UTAH SURGICAL CENTER	 	 3715 W 4100 South
 West Valley, UT
84120
	 	Consignee
				
	Integra LifeSciences Corporation	 	REGIONAL MED CNTR BAYONET POINT	 	 14000 Fivay Road
 Hudson, FL 34667
	 	Consignee
				
	Integra LifeSciences Corporation	 	HEALTHSOUTH HARTFORD SURG CENTER	 	 100 Retreat Avenue
 Hartford, CT 06106
	 	Consignee
				
	Integra LifeSciences Corporation	 	HENDRICK MED CENTER	 	 1900 Pine Street
 Abilene, TX 79601
	 	Consignee









							
	Integra LifeSciences Corporation	 	PUTNAM HOSPITAL	 	 670 Stoneleigh Avenue
 Carmel, NY 10512
	 	Consignee
				
	Integra LifeSciences Corporation	 	INOVA FAIR OAKS HOSPITAL	 	 3600 Joseph Siewick Drive
 Fairfax, VA
22033
	 	Consignee
				
	Integra LifeSciences Corporation	 	U OF IOWA	 	 200 Hawkins Drive
 Iowa City, IA 52242
	 	Consignee
				
	Integra LifeSciences Corporation	 	UTAH VALLEY REGIONAL MEDICAL CENTER	 	 1034 N 500 West
 Provo, Utah 84604
	 	Consignee
				
	Integra LifeSciences Corporation	 	SACRED HEART/PEACE OREGON	 	 3333 Riverbend Drive
 Springfield, OR
97477
	 	Consignee
				
	Integra LifeSciences Corporation	 	HAND & UPPER EXTREMITY SURGERY CENTER	 	 993 D Johnson Ferry Road
 Suite 200

Atlanta, GA 30342
	 	Consignee
				
	Integra LifeSciences Corporation	 	ST MARY’S HOSPITAL	 	 200 Jefferson Avenue S.E.
 Grand Rapids, MI
49503
	 	Consignee
				
	Integra LifeSciences Corporation	 	LAPEER COUNTY SURGERY	 	 1546 Callis Road
 Lapeer, MI 48446
	 	Consignee
				
	Integra LifeSciences Corporation	 	WALKER SURGICAL CENTER	 	 3300 Walker View Drive
 Walker, MI
49544
	 	Consignee
				
	Integra LifeSciences Corporation	 	TIMBERLAKE SURGERY HOSPITAL	 	 1485 N Outer Forty Road
 Suite 200

Chesterfield, MO 63017
	 	Consignee
				
	Integra LifeSciences Corporation	 	RESTON HOSPITAL CENTER	 	 1850 Town Center Pkwy
 Reston, VA 20190
	 	Consignee
				
	Integra LifeSciences Corporation	 	VANDERBILT HOSPITAL	 	 1161 21st Avenue South

Nashville, TN 37203
	 	Consignee
				
	Integra LifeSciences Corporation	 	KAISER INTERSTATE	 	 3500 N Interstate Avenue
 Portland, OR
97227
	 	Consignee
				
	Integra LifeSciences Corporation	 	SETON MEDICAL CENTER – AUSTIN	 	 1201 E 35th Street

Austin, TX 78705
	 	Consignee
				
	Integra LifeSciences Corporation	 	ORTHOPEDIC ASSOC SURG CENTER	 	 1111 Cromwell Avenue
 Rocky Hill, CT
06067
	 	Consignee
				
	Integra LifeSciences Corporation	 	PRINCE WILLIAM SURGERY CENTER	 	 8644 Sudley Road
 Suite 201

Manassas, VA 20110
	 	Consignee
				
	Integra LifeSciences Corporation	 	VIRGINIA HOSITAL	 	 1701 N George Mason Dr
 Arlington, VA
22205
	 	Consignee
				
	Integra LifeSciences Corporation	 	HOSPITAL FOR SPECIAL SURGERY	 	 540 E 71st Street

New York, NY 10027
	 	Consignee
				
	Integra LifeSciences Corporation	 	UNIVERSITY HOSPITAL	 	 2026 Gravier Street
 New Orleans, LA
70112
	 	Consignee
				
	Integra LifeSciences Corporation	 	BEEBE MEDICAL CENTER	 	 424 Savannah Road
 Lewis, DE 19958
	 	Consignee
				
	Integra LifeSciences Corporation	 	STONEGATE SURGERY CENTER	 	 2501 W Wm Cannon Dr Austin,
 TX 78745
	 	Consignee
				
	Integra LifeSciences Corporation	 	NW GEORGIA ORTHOPAEDIC SURG	 	 2550 Windy Hill Road
 Suite 218

Marietta, GA 30067
	 	Consignee









							
	Integra LifeSciences Corporation	 	SURGERY CENTER OF KANSAS CITY	 	 1800 E Meyer Blvd
 Kansas City, MO
64132
	 	Consignee
				
	Integra LifeSciences Corporation	 	SHREWSBURY SURG CENTER	 	 655 Shrewsbury Avenue
 Shrewsbury, NJ
07702
	 	Consignee
				
	Integra LifeSciences Corporation	 	HEALTHSOUTH SURGICAL HOSPITAL	 	 100 SE 59th Street

OKC, OK 78129
	 	Consignee
				
	Integra LifeSciences Corporation	 	PLASTIC SURGERY CENTER	 	 2650 Flowood Drive
 Flowood, MS 39232
	 	Consignee
				
	Integra LifeSciences Corporation	 	WASHINGTON HOSPITAL	 	 110 Irving Street, NW
 Washington, DC
20010
	 	Consignee
				
	Integra LifeSciences Corporation	 	DAY SURGERY CENTER	 	 3316 Colorado Blvd
 Denton, TX 76201
	 	Consignee
				
	Integra LifeSciences Corporation	 	HARRIS METHODIST SOUTH LAKE	 	 1545 East South Lake
 South Lake, TX
76092
	 	Consignee
				
	Integra LifeSciences Corporation	 	BAYLOR SURGICARE AT OAKMONT	 	 7200 Oakmont Blvd
 Fort Worth, TX 76132
	 	Consignee
				
	Integra LifeSciences Corporation	 	ROSWELL SURGERY CENTER	 	 1285 Hembree Road
 Suite 200-C

Roswell, GA 30076
	 	Consignee
				
	Integra LifeSciences Corporation	 	COMMUNITY HOSP OUTPATIENT SURGERY	 	 St. Anthony North
 6205 N Santa Fee #100

OKC, OK 73118
	 	Consignee
				
	Integra LifeSciences Corporation	 	PROLIANCE SURG CENTER	 	 510 NE 8th Avenue

Ste 100
 Isoquah, WA 98029
	 	Consignee
				
	Integra LifeSciences Corporation	 	SUMMIT SURGICAL	 	 1630 E Herndon 100
 Fresno, CA 93720
	 	Consignee
				
	Integra LifeSciences Corporation	 	HAMOT SURGERY CENTER	 	 200 State Street
 Erie, PA 16507
	 	Consignee
				
	Integra LifeSciences Corporation	 	ALTA VIEW	 	 9660 S 1300 E
 Sandy, UT 84094
	 	Consignee
				
	Integra LifeSciences Corporation	 	SURGERY CENTER OF OVERLAND PARK REGIONAL	 	 10601 Quivira Road
 Overland Park, KS
66215
	 	Consignee
				
	Integra LifeSciences Corporation	 	COLUMBUS DOCTORS HOSPITAL	 	 616 19th Street

Columbus, GA 31901
	 	Consignee
				
	Integra LifeSciences Corporation	 	SPRINGFIELD SURGICAL SPECIALIST	 	 3045 S National, Ste 101
 Springfield, MO
65804
	 	Consignee
				
	Integra LifeSciences Corporation	 	CENTER FOR ORTHOPEDIC SURGERY	 	 6815 Noble Avenue
 Van Nvys, CA 91405
	 	Consignee
				
	Integra LifeSciences Corporation	 	SCOTT & WHITE MEMORIAL HOSP	 	 5701 Airport Road
 Temple Bell, TX
76502
	 	Consignee
				
	Integra LifeSciences Corporation	 	SURGICAL SPECIALTY CARE	 	 8080 Bluebonnet Blvd
 Baton Rouge , LA
70072
	 	Consignee









							
	Integra LifeSciences Corporation	 	HARRIS METHODIST FTW (TEXAS HEALTH)	 	 1301 Pennsylvania
 Ft. Worth, TX 76104
	 	Consignee
				
	Integra LifeSciences Corporation	 	SURGI CTR OF JOHNSON COUNTY	 	 8800 Ballentine Street
 Overland Park, KS
66214
	 	Consignee
				
	Integra LifeSciences Corporation	 	FLORIDA HOSPITAL WATERMAN	 	 1000 Waterman Way
 Tavares Lake, FL
32778
	 	Consignee
				
	Integra LifeSciences Corporation	 	MT. OGDEN SURGICAL CNTR	 	 4364 Washington Blvd
 Ogden, UT 84403
	 	Consignee
				
	Integra LifeSciences Corporation	 	BRACKENRIDGE HOSPITAL	 	 601E 15th Street

Austin, TX
	 	Consignee
				
	Integra LifeSciences Corporation	 	MARY SHIELDS HOSPITAL	 	 3515 Howell Street
 Dallas, TX 75204
	 	Consignee
				
	Integra LifeSciences Corporation	 	HOLY SPIRIT HOSPITAL	 	 503 n 21st Street

Camp Hill, PA 17011
	 	Consignee
				
	Integra LifeSciences Corporation	 	HAHNEMANN HOSPITAL	 	 Broad & Vine Streets
 Philadelphia, PA
19102
	 	Consignee
				
	Integra LifeSciences Corporation	 	CROSSGATES RIVER OAKS HOSPITAL	 	 350 Crossgates Blvd
 Brandon, MS 39042
	 	Consignee
				
	Integra LifeSciences Corporation	 	LINDSAY HOUSE SURGERY CENTER	 	 10 Hagen Drive
 Rochester, NY 14625
	 	Consignee
				
	Integra LifeSciences Corporation	 	GRADY HOSPITAL	 	 80 Jesse Hill Drive, SE
 Atlanta, GA
30303
	 	Consignee
				
	Integra LifeSciences Corporation	 	UNION MEMORIAL	 	 201 E University Parkway
 Baltimore, MD
21228
	 	Consignee
				
	Integra LifeSciences Corporation	 	LEGACY HEALTH STYSTEM	 	 2801 N Gantenbein Ave
 Portland, OR
97227
	 	Consignee
				
	Integra LifeSciences Corporation	 	HILL COUNTRY SURG CENTER	 	 801 E Whitestone
 Cedar Pane, TZ 78613
	 	Consignee
				
	Integra LifeSciences Corporation	 	ST LUKES / LEE SUMMIT	 	 120 NW St Lukes Blvd
 Lee Summit, MO
64086
	 	Consignee
				
	Integra LifeSciences Corporation	 	VA HOSPITAL	 	 Dept Veterans Affairs
 5000 West National
Ave
 Bldg 5
 Milwaukee, WII 53295
	 	Consignee
				
	Integra LifeSciences Corporation	 	LSU MEDICAL CENTER	 	 2021 Perdido Street
 New Orleans, LA
70112
	 	Consignee
				
	Integra LifeSciences Corporation	 	SELF REGIONAL HEALTHCARE	 	 1325 Spring Street
 Greenwood, SC 29646
	 	Consignee
				
	Integra LifeSciences Corporation	 	UPPER CHESAPEAKE MEDICAL CNTR	 	 500 Upper Chesapeake Dr
 Bel Air, MD
21014
	 	Consignee
				
	Integra LifeSciences Corporation	 	INOVA FAIRFAX HOSPITAL	 	 3300 Gallows Road
 Falls Church, VA
22033
	 	Consignee
				
	Integra LifeSciences Corporation	 	CASCADE SURGERY CENTER	 	 2200 NE Neff Road
 Suite #100

Bend, OR 97701
	 	Consignee
				
	Integra LifeSciences Corporation	 	NEW HANOVER/CAPE FEAR HOSPITAL	 	 5301 Wrightsville Ave
 Wilmington, NC
28403
	 	Consignee









							
	Integra LifeSciences Corporation	 	SOUTHERN CA CENTER FOR ORTHOPEDIC SURGERY	 	 6815 Noble Avenue
 Van Nuys, CA 91405
	 	Consignee
				
	Integra LifeSciences Corporation	 	HEARTLAND REGIONAL MEDICAL CENTER	 	 5325 Faron Street
 St. Joseph MO 64506
	 	Consignee
				
	Integra LifeSciences Corporation	 	SINAI HOSPITAL OF BALTIMORE	 	 2401 W Belvedere Ave
 Baltimore, MD
21215
	 	Consignee
				
	Integra LifeSciences Corporation	 	ST VINCENT SURGERY CENTER OF TERRE HAUTE	 	 227 E McAllistar Drive
 Terre Haute, IN
	 	Consignee
				
	Integra LifeSciences Corporation	 	COOPER HEALTH SYSTEM	 	 1 Cooper Plaza
 Camden, NJ 08103
	 	Consignee
				
	Integra LifeSciences Corporation	 	CHRISTIANA CARE HEALTH SERVICES	 	 4755 Ogletown-Stanton Road
 Newark, DE
19718
	 	Consignee
				
	Integra LifeSciences Corporation	 	INSTITUTE OF OUTPATIENT SURGERY	 	 402 Keen Street
 Suite 200

Columbia, MO 65201
	 	Consignee
				
	Integra LifeSciences Corporation	 	CROSSGATE RIVER OAKS	 	 350 Crossgates Blvd
 Brandon, MS 39042
	 	Consignee
				
	Integra LifeSciences Corporation	 	ST LUKES HOSPITAL	 	 PO Box 343930
 Milwaukee, WI
	 	Consignee
				
	Integra LifeSciences Corporation	 	SOUTH AUSTIN SURGERY CENTER	 	 4207 James Casey Street
 Austin, TX
78745
	 	Consignee
				
	Integra LifeSciences Corporation	 	ST LUKES HOSPTIAL OF KANSAS CITY	 	 4401 Wornall Road
 Kansas City, MO
64111
	 	Consignee
				
	Integra LifeSciences Corporation	 	CHRISTIAN NE HOSPITAL	 	 1113 Dunn Road
 St. Louis, MO 63136
	 	Consignee
				
	Integra LifeSciences Corporation	 	LATTIMORE SURGERY CENTER	 	 125 Lattimore Road
 Rochester, NY 14620
	 	Consignee
				
	Integra LifeSciences Corporation	 	PROVIDENCE ST JOSEPHS HOSPITAL	 	 501 S Buena Vista
 Burbank, CA 91505
	 	Consignee
				
	Integra LifeSciences Corporation	 	MEMORIAL REGIONAL HOSPITAL	 	 3501 Johnson Street
 Hollywood, FL
33021
	 	Consignee
				
	Integra LifeSciences Corporation	 	HAMOT HOSPITAL	 	 201 State Street
 Erie, PA 16550
	 	Consignee
				
	Integra LifeSciences Corporation	 	SCRIPPS MEMORIAL HOSPITAL	 	 9888 Genessee Avenue
 La Jolla, CA
92037
	 	Consignee
				
	Integra LifeSciences Corporation	 	OKLAHOMA CENTER FOR ORTHOPAEDICS AND MULTI- SPECIALIST	 	 8100 S Walker
 Bldg C

Oklahoma City, OK 73102
	 	Consignee
				
	Integra LifeSciences Corporation	 	SURGERY CENTER OF OKLAHOMA	 	 9500 N Broadway Ext
 Oklahoma City, OK
73102
	 	Consignee









							
	Integra LifeSciences Corporation	 	BUTLER COUNTY MEMORIAL CNTR	 	 3125 Hamilton Mason Road
 Hamilton, OH
45011
	 	Consignee
				
	Integra LifeSciences Corporation	 	PASADENA ADVANCED SURG CENTER	 	 1044 S Fair Oaks Avenue
 Suite 110

Pasadena, CA 91105
	 	Consignee
				
	Integra LifeSciences Corporation	 	PARK PLACE HOSPITAL	 	 901 Wilson Street
 Lafayette, LA 70503
	 	Consignee
				
	Integra LifeSciences Corporation	 	OUR LADY OF THE LAKE	 	 5300 Hennessey Blvd
 Baton Rouge, LA
70808
	 	Consignee
				
	Integra LifeSciences Corporation	 	RIVERVIEW MEDICAL CENTER	 	 1 Riverview Plaza
 Red Bank, NJ
	 	Consignee
				
	Integra LifeSciences Corporation	 	LAWRENCE SURGERY CENTER	 	 1112 W. 6th street Lawrence,

Kansas 66047
	 	Consignee
				
	Integra LifeSciences Corporation	 	CAPE COD HOSPITAL	 	27 Park Street, Hyannis, MA 02601	 	Consignee
				
	Integra LifeSciences Corporation	 	MCKENZIE – WILLIAMETTE HOSPITAL	 	1460 G Street, Springfield, OR 97477	 	Consignee
				
	Integra LifeSciences Corporation	 	TAMPA GENERAL HOSPITAL	 	Tampa Gen. Circle Tampa, FL, 33606	 	Consignee
				
	Integra LifeSciences Corporation	 	JACKSON-MADISON CITY GENERAL HOSPITAL	 	620 Skyline Dr. Jackson, TN 38301	 	Consignee
				
	Integra LifeSciences Corporation	 	SURGERY CENTER AT TRI-CITY ORTHOPEDIC CLINIC	 	 985 S. Goethals
 Richland, WA 99352
	 	Consignee
				
	Integra LifeSciences Corporation	 	ALLEGHENY GENERAL HOSPITAL	 	 320 E. North Ave.
 Pittsburg, PA 15212
	 	Consignee
				
	Integra LifeSciences Corporation	 	FAIRFIELD SURGERY	 	 75 KINGS HWY CUTOFF 3RD
 FL. Fairfield, CT
06824
	 	Consignee
				
	Integra LifeSciences Corporation	 	VALLEY BAPTIST MC	 	 1040 WEST JEFFERSON ST.
 Brownsville, TX
78520
	 	Consignee
				
	Integra LifeSciences Corporation	 	JOHN PETER SMITH HOSPITAL	 	 1500 Main St.
 Ft. Worth, TX 76104
	 	Consignee
				
	Integra LifeSciences Corporation	 	UNIVERSITY OF CHICAGO	 	 8201 S.Cass Ave.
 Darien, IL 60561
	 	Consignee
				
	Integra LifeSciences Corporation	 	FLAGSTAFF MEDICAL CENTER	 	 1200 N. Beaver St.
 Flagstaff, AZ 56001
	 	Consignee
				
	Integra LifeSciences Corporation	 	HUNTINGTOM MEMORIAL HOSPITAL	 	 100 W. California Blvd.
 Pasadena, CA
91109
	 	Consignee
				
	Integra LifeSciences Corporation	 	BETH ISRAEL	 	 Beth Israel Medical Center,
 New York, NY
10003
	 	Consignee
				
	Integra LifeSciences Corporation	 	FLORIDA HOSPTIAL EAST	 	 7727 Lake Underhill Rd.
 Orlando, FL
32822
	 	Consignee









							
	Integra LifeSciences Corporation	 	ST. LUKE’S HOSPITAL	 	915 East First St. Duluth, MN 55805	 	Consignee
				
	Integra LifeSciences Corporation	 	SCOTTSDALE OSBORN HOSPITAL	 	 7400 E. Osborn Rd. Scottsdale,
 AZ
85251
	 	Consignee
				
	Integra LifeSciences Corporation	 	SCOTTSDALE THOMPSON PEAK HOSPITAL	 	7400 E. Thompson Peak Parkway. Scottsdale, AZ 85255	 	Consignee
				
	Integra LifeSciences Corporation	 	EVANS SURGERY CENTER	 	 635 Ronald Reagan Dr. Augusta,
 GA
30809
	 	Consignee
				
	Integra LifeSciences Corporation	 	WISE REGIONAL MEDICAL CENTER	 	2000 S. Hwy 51 DECATUR, TX 76234	 	Consignee
				
	Integra LifeSciences Corporation	 	DENTON REGIONAL MEDICAL CENTER	 	3535 South I-35 E Denton, TX 76210	 	Consignee
				
	Integra LifeSciences Corporation	 	LIBERTY HOSPITAL	 	 2525 Glenn Hendren Dr. Liberty,
 MO
64068
	 	Consignee
				
	Integra LifeSciences Corporation	 	SURGERY CENTER OF ROME, GA	 	 16 John Maddox Drive Rome,
 GA 30165
	 	Consignee
				
	Integra LifeSciences Corporation	 	WESTFALL SURGERY CENTER	 	1065 Senator Keating Blvd. Rochester, NY 14626	 	Consignee
				
	Integra LifeSciences Corporation	 	OCHSNER BAPTIST MEDICAL CENTER	 	 2700 Napoleon Ave. New Orleans,
 LA
70115
	 	Consignee
				
	Integra LifeSciences Corporation	 	ORTHO HOSP OF WISCONSIN	 	575 W. Riverwoods Parkway Glendale, WI 53212	 	Consignee
				
	Integra LifeSciences Corporation	 	CENTER FOR SPECIAL SURGERY	 	 21 Spurs Ln Ste 100, San Antonio,
 TX
78240
	 	Consignee
				
	Integra LifeSciences Corporation	 	KADLEC HOSPITAL	 	888 Swift blvd Richland, WA 99352	 	Consignee
				
	Integra LifeSciences Corporation	 	SURGERY CENTER OF ARLINGTON	 	2400 Matlock Rd. Arlington, TX 76015	 	Consignee
				
	Integra LifeSciences Corporation	 	CLEAR FORK SURGERY CENTER	 	 800 5th Ave Ste 200 Fort Worth,

TX 76104
	 	Consignee
				
	Integra LifeSciences Corporation	 	PG HOSPITAL CENTER	 	3001 Hospital Dr. Cheverly, MD 20785	 	Consignee
				
	Integra LifeSciences Corporation	 	GROUP HEALTH	 	11511 NE 10th St. Bellevue, WA 98004	 	Consignee
				
	Integra LifeSciences Corporation	 	THE READING HOSITAL AND MEDICAL CENTER	 	6th Avenue and Spruce St. West Reading, PA 19611	 	Consignee
				
	Integra LifeSciences Corporation	 	MERCY MEDICAL CENTER	 	301 St. Paul St. Baltimore, MD 21202	 	Consignee
				
	Integra LifeSciences Corporation	 	PRATT REGIONAL MEDICAL CENTER	 	200 Commodore St. Pratt, KS 67124	 	Consignee
				
	Integra LifeSciences Corporation	 	PAOLI	 	 255 W. Lancaster Ave. Paoli,
 PA 19301
	 	Consignee









							
	Integra LifeSciences Corporation	 	CROUSE IRVING MEMORIAL HOSPITAL	 	736 Irving Ave. Syracuse, NY 13210	 	Consignee
				
	Integra LifeSciences Corporation	 	PARRISH MEDICAL CENTER	 	951 North Washington Ave. Titusville, FL 32796	 	Consignee
				
	Integra LifeSciences Corporation	 	CHILDRENS MEDICAL CENTER OF DA	 	1 Childrens Plaza, Dayton, OH 45405	 	Consignee
				
	Integra LifeSciences Corporation	 	ST. JOSEPH’S HOSPITAL	 	 201 North Mayfair Rd Wauwatosa,
 WI
53226
	 	Consignee
				
	Integra LifeSciences Corporation	 	MEDICAL CENTER OF CENTROL GEORGIA	 	777 Hemlock St. Macon, GA 31201	 	Consignee
				
	Integra LifeSciences Corporation	 	LSU SHREVEPORT MEDICAL CENTER	 	 1501 Kinkgs Highway Shreveport,
 LA
71103
	 	Consignee
				
	Integra LifeSciences Corporation	 	CHARLESTON SURGERY CENTER	 	2690 Lake Park Drive N Charleston, SC 29406	 	Consignee
				
	Integra LifeSciences Corporation	 	TRIDENT SURGERY CENTER	 	 9313 Medical Plaza Dr. Charleston,
 SC
29406
	 	Consignee
				
	Integra LifeSciences Corporation	 	CITRUS MEMORIAL	 	 502 W. Highland Blvd. Inverness,
 FL
34452
	 	Consignee
				
	Integra LifeSciences Corporation	 	SEVEN RIVERS	 	6201 N. Suncoast Blvd. Crystal River, FL 34428	 	Consignee
				
	Integra LifeSciences Corporation	 	ATHENS ORTHOPEDIC CLINIC	 	1765 Old west broad st. bldg # 1 – ste 300 Athens , GA 30606	 	Consignee
				
	Integra LifeSciences Corporation	 	SPECIALTY SURGERY CENTER	 	 7200 Cathedral Rock, Las Vegas,
 NV
89128
	 	Consignee
				
	Integra LifeSciences Corporation	 	ATHENS REGIONAL MEDICALCENTER	 	1199 Prince Ave., Athens, GA 30606	 	Consignee
				
	Integra LifeSciences Corporation	 	YELLOWSTONE SURGERY CENTER	 	1144 N 28th St., Billings, MT 59101	 	Consignee
				
	Integra LifeSciences Corporation	 	GEISINGER HEALTH SYSTEM	 	 100 N. Academy Avenue Danville,
 PA
17822
	 	Consignee
				
	Integra LifeSciences Corporation	 	PROVIDENCE HOSPITAL	 	 2435 Forest Drive, Columbia,
 SC 29204
	 	Consignee
				
	Integra LifeSciences Corporation	 	PACIFIC RIM	 	3009 Squalicum Parkway Bellingham, WA 98225	 	Consignee
				
	Integra LifeSciences Corporation	 	NORTHSIDE HOSPITAL	 	1000 Johnson Ferry Road NE, Atlanta, GA 30342	 	Consignee
				
	Integra LifeSciences Corporation	 	THE ORTHOPEDIC CENTER AT SPRINGHILL	 	3610 Springhill Memorial Drive Mobile, AL 36608	 	Consignee
				
	Integra LifeSciences Corporation	 	OSF HEALTHCARE	 	 530 N.E. Glen Oak Avenue Peoria,
 IL
61637
	 	Consignee
				
	Integra LifeSciences Corporation	 	VILLAGE SURICENTER	 	 5473 Village Common Drive Erie,
 PA
16506
	 	Consignee









							
	Integra LifeSciences Corporation	 	BAYFRONT MEDICAL CENTER	 	701 6th Street South, Street Petersburg, FL 33701	 	Consignee
				
	Integra LifeSciences Corporation	 	ST JOSEPH HEALTH CENTER	 	300 First Capitol Drive St. Charles, MO, 63301	 	Consignee
				
	Integra LifeSciences Corporation	 	EMORY-ADVENTIST	 	3949 S. Cobb Drive Smyrna, GA 30080	 	Consignee
				
	Integra LifeSciences Corporation	 	ST. JOSEPH HOSPITAL	 	100 Medical Plaza, Lake Saint Louis, MO, 63367-1366	 	Consignee
				
	Integra LifeSciences Corporation	 	ST. VINCENT MERCY	 	2213 Cherry Street Toledo, OH, 43608	 	Consignee
				
	Integra LifeSciences Corporation	 	ST. LUKE’S MEDICAL CENTER	 	920 East 1st Street Duluth, MN 55805	 	Consignee
				
	Integra LifeSciences Corporation	 	DETAR HOSPITAL	 	 506 E. San Antonio Street Victoria,
 TX
77902
	 	Consignee
				
	Integra LifeSciences Corporation	 	RIVERVIEW HOSPITAL	 	410 Dewwy Street Wisconsin Rapids, WI 54494	 	Consignee
				
	Integra LifeSciences Corporation	 	PROVIDENCE ST. VINCENT	 	 9205 SW Barnes Road Portland,
 OR 97225
	 	Consignee
				
	Integra LifeSciences Corporation	 	ST LUKE’S EPISCOPAL	 	 6720 Bertner Avenue Houston,
 TX 77225
	 	Consignee
				
	Integra LifeSciences Corporation	 	ALBERT EINSTEIN	 	 5501 Old York Road Philadelphia,
 PA
19141
	 	Consignee
				
	Integra LifeSciences Corporation	 	ST. MICHAELS CENTER FOR SPECIAL SURGERY	 	 1605 Airport Freeway Bedford,
 TX 76021
	 	Consignee
				
	Integra LifeSciences Corporation	 	BAYLOR ALL SAINTS	 	 1400 Eighth Avenue Fort Worth,
 TX
76104
	 	Consignee
				
	Integra LifeSciences Corporation	 	ST. LUKES HOSPITAL	 	 1111 Amsterdam Avenue NY,
 NY 10025
	 	Consignee
				
	Integra LifeSciences Corporation	 	BAYLOR MEDICAL CENTER OF GARLAND	 	 2300 Marie Curie Blvd. Garland,
 TX
75042
	 	Consignee
				
	Integra LifeSciences Corporation	 	MINNESOTA VALLEY SURGERY CENTER	 	1000 140th St. W. ste 102, Burnsville, MN 55337	 	Consignee
				
	Integra LifeSciences Corporation	 	OWATONNA HOSPITAL	 	 2250 NW 26th Street Owatonna,

MN 55060
	 	Consignee
				
	Integra LifeSciences Corporation	 	GEORGETOWN UNIVERSITY HOSPITAL	 	3800 Reservoir Road, NW Washington, DC 20007	 	Consignee
				
	Integra LifeSciences Corporation	 	MARY GREELEY MEDICAL CENTER	 	1111 Duff Avenue Ames, IA 50010	 	Consignee
				
	Integra LifeSciences Corporation	 	CAPE FEAR VALLEY REGIONAL MEDICAL CENTER	 	 1638 Owens Drive Fayetteville,
 NC
28304
	 	Consignee









							
	Integra LifeSciences Corporation	 	WYOMING MEDICAL CENTER	 	1233 E. 2nd Street Casper, WY 82601	 	Consignee
				
	Integra LifeSciences Corporation	 	ST.MARY MERCY HOSPITAL	 	36475 5 Mile Road Livonia, MI 48154	 	Consignee
				
	Integra LifeSciences Corporation	 	FLORIDA HOSPITAL	 	2135 Sprint Blvd, Apopka, FL 32703	 	Consignee
				
	Integra LifeSciences Corporation	 	OHIO STATE UNIVERSITY	 	 410 W. 10th Avenue Columbus,

OH 43210
	 	Consignee
				
	Integra LifeSciences Corporation	 	REGIONAL MEDICAL CENTER	 	3000 St. Mathews Road, Orangeburg. SC, 29118	 	Consignee
				
	Integra LifeSciences Corporation	 	UNIVERSITY OF KANSAS HOSPITAL AUTHORITY	 	3901 Rainbow Boulevard, Kansas City, KS 64160	 	Consignee
				
	Integra LifeSciences Corporation	 	WEST PORTLAND SURGERY CENTER D/B/A CORNELL SURGERY CENTER	 	16985 NW Cornell Road, Beaverton, Oregon 97006	 	Consignee
				
	Integra LifeSciences Corporation	 	ORTHOPEDIC CENTER OF MONTANA	 	 1401 25th Street South, Great Falls,

MT 59405
	 	Consignee
				
	Integra LifeSciences Corporation	 	OUTPATIENT SURGICAL SPECIALTIES	 	11704 West Center Road, Suite 110, Omaha, NE 68144	 	Consignee
				
	Integra LifeSciences Corporation	 	HACKENSACK UNIVERSITY MEDICAL CENTER	 	 30 Prospect Avenue, Hackensack,
 NJ
07601
	 	Consignee
				
	Integra LifeSciences Corporation	 	CY FAIR SURGERY CENTER	 	 11250 Fallbrook Drive, Houston,
 TX
77065
	 	Consignee
				
	Integra LifeSciences Corporation	 	PRINCE WILLIAM HOSPITAL	 	 8700 Sudley Road, Manassas,
 VA 20110
	 	Consignee
				
	Integra LifeSciences Corporation	 	SPECTRUM HEALTH – BUTTERWORTH	 	 100 Michigan Street, Grand Rapids,
 MI
49503
	 	Consignee
				
	Integra LifeSciences Corporation	 	SPECTRUM HEALTH – SOUTH PAVILLION	 	80 68th Street, Grand Rapids, MI 49548	 	Consignee
				
	Integra LifeSciences Corporation	 	SPECTRUM HEALTH – LAKE DRIVE SURG CTR	 	 4069 Lake Drive, Grand Rapids,
 MI
49546
	 	Consignee
				
	Integra LifeSciences Corporation	 	SPECTRUM HEALTH – BLODGETT	 	 1840 Wealthy Street, Grand Rapids,
 MI
49506
	 	Consignee
				
	Integra LifeSciences Corporation	 	SURGERY CENTER OF CINCINNATI	 	 4415 Aicholte Road, Cincinnati,
 OH
45245
	 	Consignee
				
	Integra LifeSciences Corporation	 	MIDTOWN SURGERY CENTER	 	 255 South Pauline, Memphis,
 TN 38104
	 	Consignee
				
	Integra LifeSciences Corporation	 	FRIST SURGICAL WOODLANDS	 	111 Vision Park Boulevard, Suite 200 Shenandoah, TX 77384-3006	 	Consignee









							
	Integra LifeSciences Corporation	 	BENEFIS HEALTH SYSTEMS	 	 1101 26th Street South, Great Falls,

MT 59405
	 	Consignee
				
	Integra LifeSciences Corporation	 	METROPOLITAN SURGICAL INSTITUTE	 	540 Bordentown Avenue, Box B5, South Amboy, NJ 08879	 	Consignee
				
	Integra LifeSciences Corporation	 	ST. MICHAEL’S CENTER FOR SPECIAL SURGERY	 	 3107 Oak Creek Drive, Austin,
 TX 78727
	 	Consignee
				
	Integra LifeSciences Corporation	 	CHARLESTON AREA MEDICAL CENTER	 	 501 Morris Street, Charleston,
 WV
25301
	 	Consignee
				
	Integra LifeSciences Corporation	 	BUTLER MEMORIAL	 	 911 East Brady Street, Butler,
 PA
16001
	 	Consignee
				
	Integra LifeSciences Corporation	 	ORTHOPEDIC SURGERY CENTER	 	33 Sewall Street, Portland, ME 04102	 	Consignee
				
	Integra LifeSciences Corporation	 	OCHSNER HOSPITAL	 	1514 Jefferson Highway, New Orleans, LA 70121	 	Consignee
				
	Integra LifeSciences Corporation	 	DOCTOR’S HOSPITAL	 	5100 West Broad Street, Columbus, OH 43228	 	Consignee
				
	Integra LifeSciences Corporation	 	RHODE ISLAND HOSPITAL	 	593 Eddy Street/2 Dudley Street, Providence, RI 02903	 	Consignee
				
	Integra LifeSciences Corporation	 	ORLANDO CENTER FOR OUTPATIENT SURGERY	 	1405 South Orange Avenue, Orlando, FL 32806	 	Consignee
				
	Integra LifeSciences Corporation	 	NW ORTHOPEDIC SPECIALTIES	 	601 West 5th Avenue, Ste. 500, Spokane, WA 99204	 	Consignee
				
	Integra LifeSciences Corporation	 	WELLSTAR HEALTH SYSTEM	 	805 Sandy Plains Road, Marietta, Georgia 30066	 	Consignee
				
	Integra LifeSciences Corporation	 	GLASTONBURY SURGERY CENTER	 	195 Eastern Boulevard, Glastonbury, CT 06033	 	Consignee
				
	Integra LifeSciences Corporation	 	ROCKY MOUNTAIN SURGERY CENTER	 	1450 Ellis Street, Bozeman, MT 59715	 	Consignee
				
	Integra LifeSciences Corporation	 	TUOMEY HEALTHCARE	 	129 North Washington Street, Sumter, SC 29150	 	Consignee
				
	Integra LifeSciences Corporation	 	WAUWATOSA SURGERY CENTER	 	10900 West Potter Road, Wauwatosa, WI 53226	 	Consignee
				
	Integra LifeSciences Corporation	 	ORTHOPEDIC SURGER CENTER	 	111 Sunnyview Lane, Kalispell, MT 59901	 	Consignee
				
	Integra LifeSciences Corporation	 	UNIVERSITY OF TOLEDO MEDICAL CENTER	 	 3000 Arlington Avenue, Toledo,
 OH
43614
	 	Consignee
				
	Integra LifeSciences Corporation	 	SURGICAL AND DIAGNOSTICS CENTER	 	 729 Bedford Euless Road, Hurst,
 TX
76053
	 	Consignee
				
	Integra LifeSciences Corporation	 	LAKEVIEW SURGERY CENTER	 	 1750 60th Street, West Desmoines,

IA 50266
	 	Consignee









							
	Integra LifeSciences Corporation	 	WAYNE MEMORIAL	 	2700 Wayne Memorial Drive, Goldsboro, NC 27534	 	Consignee
				
	Integra LifeSciences Corporation	 	ST VINCENT HEALTHCARE	 	1233 N 30th Street, Billings, MT 59101	 	Consignee
				
	Integra LifeSciences Corporation	 	CAMPBELL SURGERY CENTER	 	1410 Brierbrook Road, Germantown, TN 38138	 	Consignee









	Item C.	Leased Property; Bailees 

 II. List of consignments for OrthoBiologics hospital accounts 

 

									
	 Consignee
	  	 Hospital
	  	 Contact Name
	  	 City
	  	 State

	ILS Corp	  	Abington Memorial Hospital	  	Karen Homer	  	Abington	  	PA
					
	ILS Corp	  	Advanced Surgery Care	  	Laurie Nichols	  	St. Louis	  	MO
					
	ILS Corp	  	Affinity Medical Center	  	M. Meredith	  	Massillon	  	OH
					
	ILS Corp	  	Altoona Regional Health System	  	Justin Kobuck	  	Altoona	  	PA
					
	ILS Corp	  	Ambulatory Surgery Center of Spartanburg	  	Mike Pankey	  	Spartanburg	  	SC
					
	ILS Corp	  	Aultman Hospital	  	Chris Moore	  	Canton	  	OH
					
	ILS Corp	  	Aurora Surgery Center	  	Dan Ortega	  	Aurora	  	CO
					
	ILS Corp	  	Banner Boswell	  		  	Sun City	  	AZ
					
	ILS Corp	  	Baptist Medical Center	  	William Cline	  	Nashville	  	TN
					
	ILS Corp	  	Bayfront Hospital	  	Rene Dittmer	  	St.Petersburg	  	FL
					
	ILS Corp	  	Baylor University	  		  	Dallas	  	TX
					
	ILS Corp	  	Bay Regional	  	James Bourden	  	Bay City	  	MI
					
	ILS Corp	  	Bayonet Point	  	Christy Falke	  	Hudson	  	FL
					
	ILS Corp	  	Big Creek Surgery Center	  	Cindy Ross	  	Middleburg Heights	  	OH
					
	ILS Corp	  	Biloxi Reg Medical Center	  	Rick Suiter	  	Biloxi	  	MS
					
	ILS Corp	  	Bon Secours Venice Hospital	  	Suzanne Roads	  	Venice	  	FL
					
	ILS Corp	  	Boulder Community Hospital	  	Mary Gardner	  	Boulder	  	CO
					
	ILS Corp	  	Brandon Hospital	  	Michelle Clark	  	Brandon	  	FL
					
	ILS Corp	  	Buckhead AGBulatory Surg Ctr	  	Lil Ghrist	  	Atlanta	  	GA
					
	ILS Corp	  	California Medical Center	  	Brian Taylor	  	Los Angeles	  	CA
					
	ILS Corp	  	Carson Tahoe Reg Med Ctr	  	Margo Lowe	  	Carson	  	NV
					
	ILS Corp	  	Casa Colina	  	James S	  	Pomona	  	CA
					
	ILS Corp	  	Centennial Medical Center	  	Vivian Conner	  	Nashville	  	TN
					
	ILS Corp	  	Center for Spinal Surg (AKA Baptist North Towers	  		  	Nashville	  	TN
					
	ILS Corp	  	Central Utah Surgical Center	  		  		  	
					
	ILS Corp	  	Centrum Surgery Center	  	Linda TGBlegel	  	Greenwood Vllg.	  	CO
					
	ILS Corp	  	Chapman Medical Center	  	Guy Young	  	Orange	  	CA









									
					
	ILS Corp	  	ChaRLotte Regional Med Ctr	  	Ruth Brenner	  	Punta Gorda	  	FL
					
	ILS Corp	  	Chelsea Community Hosp	  	Heidi Klinski	  	Chelsea	  	FL
					
	ILS Corp	  	Childrens Hospital Boston	  	Romina Almario	  	Boston	  	MA
					
	ILS Corp	  	Childrens Hospital Waltham	  	Herman Edey	  	Waltham	  	MA
					
	ILS Corp	  	Christiana Hospital	  	Tanya Bourne	  	Newark	  	DE
					
	ILS Corp	  	Citrus Memorial Hospital	  	Trip Mundy	  	Inverness	  	FL
					
	ILS Corp	  	Clara Maass Medical Center	  	Maulin Patel	  	Belleville	  	NJ
					
	ILS Corp	  	Clark Memorial Hospital	  	Linda Caldwell	  	Jeffersonville	  	IN
					
	ILS Corp	  	Cleveland Clinic /Beachwood	  	Cheryl Smith	  	Beachwood	  	OH
					
	ILS Corp	  	Cleveland Clinic Lorain Amb	  	Rita Bilancini	  	Independence	  	OH
					
	ILS Corp	  	Coast Surgery Center	  	Dickson Lopez	  	San Diego	  	CA
					
	ILS Corp	  	Community Gen Hosp (Pinnacle)	  	Otar Sarishvilli	  	Harrisburg	  	PA
					
	ILS Corp	  	Community Health Partners (CHP)	  	Cathy Verbier	  	Lorain	  	OH
					
	ILS Corp	  	Covenant Med Ctr Lakeside	  		  	Lubbock	  	TX
					
	ILS Corp	  	Crestwood Medical Center	  	Nancy	  	Huntsville	  	AL
					
	ILS Corp	  	Dartmouth Mary HitGBcock	  	Omar Zook	  	Lebanon	  	NH
					
	ILS Corp	  	Dauterive Hospital	  	Neal Manuel	  	New Iberia	  	LA
					
	ILS Corp	  	Davis Hospital	  	Steve Kimber	  	Layton	  	UT
					
	ILS Corp	  	DCH Regional Medical Center	  	Jean TMelser	  	Tuscaloosa	  	AL
					
	ILS Corp	  	Dekalb Medical Center	  	Joseph Jackson	  	Decatur	  	GA
					
	ILS Corp	  	Denver Health	  	Denise Rosnick	  	Denver	  	CO
					
	ILS Corp	  	Des Peres Hospial	  	Michael Kendrick	  	St. Louis	  	MO
					
	ILS Corp	  	Des Peres Square Surgery Ctr	  	Eileen Evans	  	St. Louis	  	MO
					
	ILS Corp	  	Desert Orthopedic Surgery Ctr	  	Leanne Gallegos	  	Rancho Mirage	  	CA
					
	ILS Corp	  	Desert Regional Med. Ctr.	  	Steve Spencer	  	Palm Springs	  	CA
					
	ILS Corp	  	DeTar Hospital	  	Glenda Doebbler	  	Victoria	  	TX
					
	ILS Corp	  	Doctors Community Hospital	  	Van Jennings	  	Lanham	  	MD
					
	ILS Corp	  	Doctors Hospital of San Pablo	  	Barbara Pastori	  	San Pablo	  	CA
					
	ILS Corp	  	Doctors Hospital of Sarasota	  	Nancy Jones	  	Sarasota	  	FL
					
	ILS Corp	  	Doctors Hosptial of Tattnall	  	Dan Tanner	  	Reidsville	  	GA
					
	ILS Corp	  	Doctors-Modesto	  	Sami Nair	  	Modesto	  	CA









									
					
	ILS Corp	  	Dreyer AGBulatory Surg Ctr	  	Cathy Woodworth	  	Aurora	  	IL
					
	ILS Corp	  	Dry Creek Surgery	  	Doug	  	Englewood	  	CO
					
	ILS Corp	  	East GA Reg Med Ctr	  	Linda Williams	  	Statesboro	  	GA
					
	ILS Corp	  	Eden Hospital	  	Hazel Fugett	  	Castro Valley	  	CA
					
	ILS Corp	  	Edmond Reg Med Ctr	  	Beverly McLemore	  	Edmond	  	OK
					
	ILS Corp	  	Edward White Hospital	  	Judith Mitchell	  	St. Petersburg	  	FL
					
	ILS Corp	  	Eisenhower Medical Center	  	Carole Hagenow	  	RanGB Mirage	  	CA
					
	ILS Corp	  	Emanuel Medical Center	  	Joe OsteCJ SEund	  	TuCJ SEock	  	CA
					
	ILS Corp	  	Emerson Hospital	  		  		  	
					
	ILS Corp	  	Fellowship Spine Surgery	  	Deb Schlesinger	  	Mt. Laurel	  	NJ
					
	ILS Corp	  	Florida Hospital Waterman	  	Jennifer Wetz	  	Eustis	  	FL
					
	ILS Corp	  	Forsyth Memorial Hospital	  	Gerry Reid	  	Winstom Salem	  	NC
					
	ILS Corp	  	Fountain Valley Regional	  	Tito	  	Fountain Valley	  	CA
					
	ILS Corp	  	Franklin Square Hospital	  	Kenneth W.	  	Baltimore	  	MD
					
	ILS Corp	  	Fremont Area Med Ctr	  	Becky	  	Fremont	  	NE
					
	ILS Corp	  	French Hospital Medical Center	  	Jim Paulsen	  	San Luis Obisp	  	CA
					
	ILS Corp	  	Fulton County	  	Cindy Wanless	  	Wauseon	  	OH
					
	ILS Corp	  	Garden City	  	Annette Krupa	  	Garden City	  	MI
					
	ILS Corp	  	Good Samaritan Hospital	  	Bob Hanson	  	Downers Grove	  	IL
					
	ILS Corp	  	Good Samaritan Medical Center	  	James Watson	  	West Palm Beach	  	FL
					
	ILS Corp	  	Great Plains Regional MC	  	Lance Arterburn	  	North Platte	  	NE
					
	ILS Corp	  	Greater Baton Rouge	  	Kim Doucet	  	Baton Rouge	  	LA
					
	ILS Corp	  	Gulf Coast Outpatient	  	Elanna Edge	  	Biloxi	  	MS
					
	ILS Corp	  	Gulf South SC	  	Jane Wallace	  	Gulport	  	MS
					
	ILS Corp	  	Hackensack Medical Center	  	Chris Bush	  	Hackensack	  	NJ
					
	ILS Corp	  	Hamot Medical Center	  	Robert Klein	  	Erie	  	PA
					
	ILS Corp	  	Harrisburg Hospital	  	Otar Sarishvili	  	Harrisburg	  	PA
					
	ILS Corp	  	Harton Regional Medical Center	  	Todd Emory	  	Tullahoma	  	TN
					
	ILS Corp	  	Harrisburg Endoscopy & Surgery Center	  		  	Harrisburg	  	PA
					
	ILS Corp	  	Health Central	  	Marsha Bommer	  	Ocoee	  	FL
					
	ILS Corp	  	Health Center Northwest	  	Trina Stivers	  	Kalispell	  	MT









									
					
	ILS Corp	  	Health South Surg of Jax	  	Wendy	  	Jackson	  	MS
					
	ILS Corp	  	HealthPark Hospital	  	Chris Henson	  	Hot Springs	  	AR
					
	ILS Corp	  	HealthSouth AlhaGBra SurgCtr	  	GBrist LoGBoy	  	Sacramento	  	CA
					
	ILS Corp	  	Healthsouth ChaRLotte	  	Sue Simpson	  	ChaCJ SEotte	  	NC
					
	ILS Corp	  	HealthSouth Surgery Center	  	John C.	  	Lexington	  	KY
					
	ILS Corp	  	Heartland Regional Medical Center	  	Linda Whitsell	  	St. Joseph	  	MO
					
	ILS Corp	  	Hemet Valley Medical Center	  	Lisa Dew	  	Hemet	  	CA
					
	ILS Corp	  	Henry Ford Macomb	  	Joseph Bertrum	  	Township	  	MI
					
	ILS Corp	  	Hiawatha Community Hospital	  	Ronna Boltz	  	Hiawatha	  	KS
					
	ILS Corp	  	Holmes Regional	  	Brenda Rivera	  	Melbourne	  	FL
					
	ILS Corp	  	Holy Family	  	Lisa Sherman	  	Manitowoc	  	WI
					
	ILS Corp	  	Holy Name Hospital	  	Nick Fava	  	Teaneck	  	NJ
					
	ILS Corp	  	Holy Redeemer	  	Suzanne Merryman	  	Meadowbrook	  	PA
					
	ILS Corp	  	Holy Spirit	  	Jim Fisher	  	Camp Hill	  	PA
					
	ILS Corp	  	Ingham Regional Medical Center	  	Linda Vincent	  	Lansing	  	MI
					
	ILS Corp	  	Inland Valley RMC	  	Jim Wooton	  	Wildomar	  	CA
					
	ILS Corp	  	John Muir Hospital	  	Richard Johnson	  	Walnut Creek	  	CA
					
	ILS Corp	  	Kaiser - Morse	  	Mary Shovelton	  	Sacramento	  	CA
					
	ILS Corp	  	Kaiser Bellflower	  	Linda Kawaguchi	  	Bellflower	  	CA
					
	ILS Corp	  	Kaiser - Downey	  	Kathy Ferguson	  	Downey	  	CA
					
	ILS Corp	  	Kaiser Hospital-Harbor City	  	Yeon Kim	  	Harbor City	  	CA
					
	ILS Corp	  	Kaiser-Sand Canyon	  	Harry or Delores	  	Irvine	  	CA
					
	ILS Corp	  	Kalispell Regional Med Ctr	  	Jayne Wangerin	  	Kalispell	  	MT
					
	ILS Corp	  	Kershaw County Medical Center	  	Debra Kreis	  	Camden	  	SC
					
	ILS Corp	  	KP Select - Vallejo	  	Josephine Wasco	  	Vallejo	  	CA
					
	ILS Corp	  	Kuakini Medical Center	  	Elaine Moreno	  	Honolulu	  	HI
					
	ILS Corp	  	Lahey Clinic	  		  	BuCJ SEington	  	MA
					
	ILS Corp	  	Lake CuGBeRLand Regional	  	Amy Garrison	  	Somerset	  	KY
					
	ILS Corp	  	Lakeland Regional Med Center	  	Jeffrey ReTGBke	  	Lakeland	  	FL
					
	ILS Corp	  	Lakeside Hospital	  	Paige Gerdes	  	Metairie	  	LA
					
	ILS Corp	  	Leesburg Regional Medical Center	  	Tom Banks	  	Leesburg	  	FL









									
					
	ILS Corp	  	Lexington MC	  	Robert G	  	West Columbia	  	SC
					
	ILS Corp	  	Little Company of Mary	  	Carol Glover	  	Torrance	  	CA
					
	ILS Corp	  	Littleton Regional Hospital	  	Anne McLachlin	  	Littleton	  	NH
					
	ILS Corp	  	Lodi Memorial Hosp	  	William Wesley	  	Lodi	  	CA
					
	ILS Corp	  	Los Alamitos Medical Center	  	Tony Umazon	  	Los Alamitos	  	CA
					
	ILS Corp	  	Los Alamitos Surgery Center	  	Kevin Duong	  	Los Alamitos	  	CA
					
	ILS Corp	  	Lovelace	  	Deanna Monroe	  	Albuquerque	  	NM
					
	ILS Corp	  	Lowry Surgery Center	  	Authea Lovato	  	Denver	  	CO
					
	ILS Corp	  	Lutheran Hospital	  	Kris Waller	  	Wheat Ridge	  	CO
					
	ILS Corp	  	Lutheran Hospital	  	Donna Harris	  	Cleveland	  	OH
					
	ILS Corp	  	MacNeal Hospital	  	Kathy Lorenc	  	Berwyn	  	IL
					
	ILS Corp	  	Marshall Hospital	  	Whitney Ross	  	Placerville	  	CA
					
	ILS Corp	  	Mason Ridge Surgery Center	  	Shelia Zuranski	  	St. Louis	  	MO
					
	ILS Corp	  	Mass Gen/Northshore	  	Ivonne Ehrlich	  	Danvers	  	MA
					
	ILS Corp	  	McBride Clinic	  	Ryan Kohs	  	Oklahoma City	  	OK
					
	ILS Corp	  	McHenry Surgery Center	  	Coleen DeLeon	  	Modesto	  	CA
					
	ILS Corp	  	McLaren Regional Medical Center	  	David Bueby	  	Flint	  	MI
					
	ILS Corp	  	Meadows Regional Medical Center	  	John Ross	  	Vidalia	  	GA
					
	ILS Corp	  	MedCenter One Health	  	Dawn Bauer	  	Bismark	  	ND
					
	ILS Corp	  	Memorial Hosp - Medford	  	Kate Metz	  	Medford	  	WI
					
	ILS Corp	  	Memorial Hosp-Carbondale	  	Shawn Davis x65889	  	Carbondale	  	IL
					
	ILS Corp	  	Memorial Hospital Ormond Beach	  	Gary Carter	  	Ormond Beach	  	FL
					
	ILS Corp	  	Menifee Valley Medical Ctr	  		  	Sun City	  	CA
					
	ILS Corp	  	Methodist AGBulatory	  	Mary Lou Montoya	  	San Antonio	  	TX
					
	ILS Corp	  	Metropolitan Surgery Center	  	Sue Rowan/MaryAnne	  	Hackensack	  	NJ
					
	ILS Corp	  	MetroWest Medical Center	  	Paul A	  	Natick	  	MA
					
	ILS Corp	  	Mid Rivers Surgery Center	  	Julie Subbert	  	St. Peters	  	MO
					
	ILS Corp	  	Middle Tennessee Med Ctr	  	Angie Reagan	  	Murfreesboro	  	TN
					
	ILS Corp	  	Midlands Orthopaedics Surg Cntr	  	Cheryl Leaphart	  	Columbia	  	SC
					
	ILS Corp	  	Midwest Regional Hospital	  	Doug Ferman	  	Midwest City	  	OK
					
	ILS Corp	  	Milford Rr Med Ctr	  	Gary F	  	Milford	  	MA









									
					
	ILS Corp	  	MIS	  	Lynette	  	Lafayette	  	CO
					
	ILS Corp	  	Mission Hospital	  		  	Mission	  	TX
					
	ILS Corp	  	Mission Valley Surgery Ctr	  	Vicki Wiesner	  	San Diego	  	CA
					
	ILS Corp	  	Mississippi Surgery Center	  	Angel Davis	  	Jackson	  	MS
					
	ILS Corp	  	Missouri Baptist Hospital	  	Pete Peters	  	St. Louis	  	MO
					
	ILS Corp	  	Monmouth Med Ctr	  	Dawn Singleton	  	Long Branch	  	NJ
					
	ILS Corp	  	Morton Plant Mease Health	  	Melissa Monreal	  	Clearwater	  	FL
					
	ILS Corp	  	Moses Cone Hospital	  	Kenneth Boggs	  	Greensboro	  	NC
					
	ILS Corp	  	Munster Same Day Surgery Center	  		  	Munster	  	IN
					
	ILS Corp	  	Naples Community Hospital (NCH)	  	David Mobley	  	Naples	  	FL
					
	ILS Corp	  	Nashville Surgery Center	  	Paula Bennett	  	Nashville	  	TN
					
	ILS Corp	  	Nathan Littaeur Hospital	  	Nancy Travis	  	Gloversville	  	NY
					
	ILS Corp	  	Neuro Med Ctr Hosp	  	Patti Clement	  	Baton Rouge	  	LA
					
	ILS Corp	  	New Iberia Surgery Center	  	Michael Bertrand	  	New Iberia	  	LA
					
	ILS Corp	  	New Milford Hospital	  	Barbara Webb	  	New Milford	  	CT
					
	ILS Corp	  	New Port Richey Hospital	  	Glenn R.	  	New Port Richey	  	FL
					
	ILS Corp	  	Norman Regional Hospital	  	Greg Watt	  	Norman	  	OK
					
	ILS Corp	  	Northeast Alabama Regional	  	Cecelia Martin	  	Annisto	  	AL
					
	ILS Corp	  	Northport Medical Center	  	Ron Algiere	  	Northport	  	AL
					
	ILS Corp	  	Northshore Univ. Hosp. Plainview	  	Gaye Sardalis	  	Plainview	  	NY
					
	ILS Corp	  	Northside Hospital	  	Judy Esserwein	  	Atlanta	  	GA
					
	ILS Corp	  	Novato Comm Hospital	  	Devin Russell	  	Novato	  	CA
					
	ILS Corp	  	Oakleaf Hospital	  	Denise Freid	  	Eau Claire	  	WI
					
	ILS Corp	  	Oakwood Annapolis Hospital	  	Bev Handelman	  	Wayne	  	MI
					
	ILS Corp	  	Oakwood Hospital	  	Pamela Stevens	  	Dearborn	  	MI
					
	ILS Corp	  	Oakwood Southshore	  	Cindy Masserant	  	Trenton	  	MI
					
	ILS Corp	  	Ocean Medical Center	  	Denise Irizarray	  	Brick	  	NJ
					
	ILS Corp	  	Ocean Springs Hospital	  	Cherie Borgstede	  	Ocean Sprngs	  	MS
					
	ILS Corp	  	Okla Ctr for Ortho & Multi Spec	  	Jeff Bibb	  	Okla City	  	OK
					
	ILS Corp	  	Olive Surgery Ctr	  	Judy Hunter	  	St. Louis	  	MO
					
	ILS Corp	  	Orlando Regional Med Ctr	  	Dario Vasquez	  	OCJ SEando	  	FL









									
					
	ILS Corp	  	Oro Valley Hospital	  	Tim Lorenzen	  	Tucson	  	AZ
					
	ILS Corp	  	Orthopedic Center at Springhill	  	James Robson	  	Mobile	  	AL
					
	ILS Corp	  	Orthopedic Surgical Ctr NC	  	Jennifer Graham	  	Greensboro	  	NC
					
	ILS Corp	  	Osceola Regional Hospital	  	Martha Bennett	  	Kissimmee	  	FL
					
	ILS Corp	  	OveRLand Park Reg. Med. Ctr.	  	Jane Gillespie	  	OveCJ SEand Park	  	KS
					
	ILS Corp	  	Pacific Rim	  	Margie Hildre	  	Bellingham	  	WA
					
	ILS Corp	  	Palm Bay Community Hospital	  	Crystal Wilson	  	Palm Bay	  	FL
					
	ILS Corp	  	Palm Beach Garden Med Ctr	  		  	Palm Beach Gard	  	FL
					
	ILS Corp	  	Palmetto Baptist Medical Center	  		  	ColuGBia	  	SC
					
	ILS Corp	  	Palms West	  	Pete Richter	  	Loxahatchee	  	FL
					
	ILS Corp	  	Palmyra Medical Center	  		  	Albany	  	GA
					
	ILS Corp	  	Panama City Surgery Center	  	Dacon BuGBanan	  	Panama City	  	FL
					
	ILS Corp	  	Park Plaza	  		  	Houston	  	TX
					
	ILS Corp	  	Parkway Medical Center	  	Gary Moody	  	Decatur	  	AL
					
	ILS Corp	  	Petaluma Valley Hospital	  	Arkadi	  	Petaluma	  	CA
					
	ILS Corp	  	Placentia Linda Hospital	  	Joyce Titus	  	Placentia	  	CA
					
	ILS Corp	  	Plaza Surgery Center	  	KimbeCJ SEy Brooker	  	Jacksonville	  	FL
					
	ILS Corp	  	Porter Memorial Hosp	  	Susan Greene	  	Denver	  	CO
					
	ILS Corp	  	Presbyterian Hosp of Dallas	  	Mary Josephine
Jiminez	  	Dallas	  	TX
					
	ILS Corp	  	Progress West Hlthcare Ctr	  	Lisa Wenndel	  	O’Fallon	  	MO
					
	ILS Corp	  	Providence Hospital	  	GBeryl Thompson	  	Mobile	  	AL
					
	ILS Corp	  	Pueblo SC	  	Kelly Schmidt	  	Pueblo	  	CO
					
	ILS Corp	  	Queen of the Valley	  	Sandy Kelly	  	West Covina	  	CA
					
	ILS Corp	  	Quincy Hospital	  	James Martell	  	Quincy	  	MA
					
	ILS Corp	  	Reading Hospital	  	Jan Graham	  	Wyomissing	  	PA
					
	ILS Corp	  	Regional MC—Bayonet Point	  	GBristina Katamay	  	Hudson	  	FL
					
	ILS Corp	  	Regional Medical Center	  	Sheri Moody	  	Orangeburg	  	SC
					
	ILS Corp	  	Riverside Community Hospital	  	Anita Cox	  	Riverside	  	CA
					
	ILS Corp	  	Riverside Methodist Hospital	  	Nancy Skaggs	  	Columbus	  	OH
					
	ILS Corp	  	Riverview Hospital	  	Carole Haferman	  	Wisconsin Rapids	  	WI









									
					
	ILS Corp	  	Robinson Memorial Hospital	  	Richard B.	  	Ravenna	  	OH
					
	ILS Corp	  	Rockford Orthopedic Surg Ctr	  	Amy Folk	  	Rockford	  	IL
					
	ILS Corp	  	Rockside Road Surgery Center	  	Lydia Arnost	  	Independence	  	OH
					
	ILS Corp	  	Rose Medical Center	  		  	Denver	  	CO
					
	ILS Corp	  	Rush Copley Medical Center	  		  	Aurora	  	IL
					
	ILS Corp	  	Sacred Heart Hospital	  	James Hull	  	Pensacola	  	FL
					
	ILS Corp	  	San Juan Reg Med Ctr	  	Sue Gil	  	Farmington	  	NM
					
	ILS Corp	  	Sarasota Memorial	  	Melody Redden	  	Sarasota	  	FL
					
	ILS Corp	  	Sarasota Physicians Surg Ctr	  	Kelly Johnson	  	Sarasota	  	FL
					
	ILS Corp	  	Self Regional Healthcare	  	Peggy Patrick	  	Greenwood	  	SC
					
	ILS Corp	  	Shannon Medical Center	  	Carolyn Tegeler	  	San Angelo	  	TX
					
	ILS Corp	  	Sherman Oaks Hospital	  	Jonathan Harris	  	Sherman Oaks	  	CA
					
	ILS Corp	  	Sid Peterson	  	Lillian B	  	Kerrville	  	TX
					
	ILS Corp	  	Seven Rivers Hospital	  	Linda Perrin	  	Crystal River	  	FL
					
	ILS Corp	  	Short Hills Surgery Center	  	Diana White	  	Millburn	  	NJ
					
	ILS Corp	  	Shriners Hosp for Children	  	Julie Winnington	  	Sacramento	  	CA
					
	ILS Corp	  	Sierra Surgical Hospital	  	Donna Dickton	  	Carson City	  	NV
					
	ILS Corp	  	Sierra View Hospital	  	Debbie Cornell	  	Porterville	  	CA
					
	ILS Corp	  	Singing River	  	Wendy Lomax	  	Pascagoula	  	MS
					
	ILS Corp	  	Skokie Hospital (formeRLy 21524)	  	Kathyrn Wagner	  	Skokie	  	IL
					
	ILS Corp	  	Skyridge Surgery Center	  	Kamy Leeret	  	Lonetree	  	CO
					
	ILS Corp	  	So Central Regional KS Med Center	  	Patricia Davis	  	Arkansas City	  	KS
					
	ILS Corp	  	Sonoma Valley	  	Ellen Shannahern	  	Sonoma	  	CA
					
	ILS Corp	  	South Florida Baptist	  	Kelli Holcomb	  	Plant City	  	FL
					
	ILS Corp	  	South Jersey Regional	  	BeveCJ SEy ChaCJ
SEes	  	Vineland	  	NJ
					
	ILS Corp	  	South Lake Hospital	  	Sherri Reynolds	  	Clermont	  	FL
					
	ILS Corp	  	South Miami Hospital	  	Curt Thompson	  	Miami	  	FL
					
	ILS Corp	  	Southern Hills	  	Myrat	  	Las Vegas	  	NV
					
	ILS Corp	  	Southwest Texas Methodist	  	Hope Menchaca	  	San Antonio	  	TX
					
	ILS Corp	  	Southwestern Vermont Medical Center	  	Ruth Metcalfe	  	Bennington	  	VT









									
	ILS Corp	  	Sparrow Health Systems	  	George Brown	  	Lansign	  	MI
					
	ILS Corp	  	Sparta Community Hospital	  	Rhonda P	  	Sparta	  	IL
					
	ILS Corp	  	Spine Hospital of Texas	  	Max Gomez	  	San Antonio	  	TX
					
	ILS Corp	  	Spring View Hospital	  	K. McKinney	  	Lebanon	  	KY
					
	ILS Corp	  	St. Agnes Medical Center	  	Larry	  	Fresno	  	CA
					
	ILS Corp	  	St. Catherine Hospital	  	Jeanne Burkhart	  	Garden City	  	KS
					
	ILS Corp	  	St. Clares Hlth Svcs-Denville	  	Debra A. O’Brien	  	Denville	  	NJ
					
	ILS Corp	  	St. Clares Hlth Svcs-Dover	  	Debra A. O’Brien	  	Dover	  	NJ
					
	ILS Corp	  	St. Dominic Health Services	  	Alan	  	Jackson	  	MS
					
	ILS Corp	  	St. Elizabeth Medical Ctr Boston	  	Michael Casey	  	Brighton	  	MA
					
	ILS Corp	  	St. Elizabeth Hospital	  	Barbara Noufer	  	Youngstown	  	OH
					
	ILS Corp	  	St. Francis Hospital	  	Carrie	  	Beech Grove	  	IN
					
	ILS Corp	  	St. Joseph Center for Outpatient Surg	  	Renee Bottorff	  	St. Joseph	  	MO
					
	ILS Corp	  	St. Joseph Hospital	  	Cheryl Cashwell	  	Tampa	  	FL
					
	ILS Corp	  	St. Joeseph Hospital WI	  	Jon Willi	  	Chippewa Falls	  	WI
					
	ILS Corp	  	St. Joseph Medical Center	  	Lynn King	  	Polson	  	MT
					
	ILS Corp	  	St. Joseph Mercy	  	Glenda or Henry M.	  	Hot Springs	  	AR
					
	ILS Corp	  	St. Louis Spine Surgery Center	  	Tisha Hoofman	  	Creve Coeur	  	MO
					
	ILS Corp	  	St. Luke’s Hospital	  		  	Phoenix	  	AZ
					
	ILS Corp	  	St. Mary Mercy	  	Todd Fahr	  	Grand Rapids	  	MI
					
	ILS Corp	  	St. Marys Hospital Decatur	  	Lisa Garner-Smith	  	Decatur	  	IL
					
	ILS Corp	  	St. Marys Health System Inc.	  	Gregory B. Little	  	Knoxville	  	TN
					
	ILS Corp	  	St. Marys Healthcare Systems	  	Cindy Hopkins	  	Athens	  	GA
					
	ILS Corp	  	St. Mary’s Hospital	  	Robert Wilkins	  	Rogers	  	AR
					
	ILS Corp	  	St. Mary’s Medical Center	  	Vincent Page	  	Long Beach	  	CA
					
	ILS Corp	  	St. Mary’s Medical Center	  	Albert Duran	  	Apple Valley	  	CA
					
	ILS Corp	  	St. Petersburg General Hosp	  	Robert Conroy	  	St. Petersburg	  	FL
					
	ILS Corp	  	St. Rose Hospital	  	Carmen Laver	  	Hayward	  	CA
					
	ILS Corp	  	St. Thomas Hospital	  	Rhonda Ross	  	Nashville	  	TN
					
	ILS Corp	  	St. Thomas Surgicare	  	Kathy Massey	  	Nashville	  	TN
					
	ILS Corp	  	St. Vincent Charity Hospital	  	Fran Varga	  	Cleveland	  	OH









									
	ILS Corp	  	St. Vincent East	  	Theresa Tundal	  	Birmingham	  	AL
					
	ILS Corp	  	St. Vincent Medical Center	  	Michelle Mallett	  	Toledo	  	OH
					
	ILS Corp	  	St. Vincent’s Medical Center	  	Jacque Turner	  	Jacksonville	  	FL
					
	ILS Corp	  	St. Vincent’s Medical Center	  	Laura Marguy	  	Bridgeport	  	CT
					
	ILS Corp	  	Summit Surgery & Recovery	  	Tracey Peterson	  	Flagstaff	  	AZ
					
	ILS Corp	  	Sun Coast Hospital	  	Orvie	  	Largo	  	FL
					
	ILS Corp	  	Sunrise Hosp	  	Lana Arad	  	Las Vegas	  	NV
					
	ILS Corp	  	SUNY Health Science Center	  	Tressa Krenzert	  	Syracuse	  	NY
					
	ILS Corp	  	Surgery Center Central Florida	  	Robin Barnes	  	Sebring	  	FL
					
	ILS Corp	  	Surgery Center of the Pacific	  	Rudy Grimaldo	  	Santa Monica	  	CA
					
	ILS Corp	  	Surgical Center at Cedar Knolls	  	David Christel	  	Cedar Knolls	  	NJ
					
	ILS Corp	  	Surgery Center of Middle TN	  	Rachel Hall	  	Columbia	  	TN
					
	ILS Corp	  	Surgical Hospital of Oklahoma	  	Wes Burks	  	Oklahoma City	  	OK
					
	ILS Corp	  	Surgical Specialty Hosp of AZ	  	Michael Cox	  	Phoenix	  	AZ
					
	ILS Corp	  	Sutter General Hospital	  	Robin Just	  	Sacramento	  	CA
					
	ILS Corp	  	Sycamore Hospital	  	Cherie Leggett	  	Miamisburg	  	OH
					
	ILS Corp	  	Tahlequah City Hospital	  	Brenda Evens	  	Tahlequah	  	Ok
					
	ILS Corp	  	Tampa General Hospital	  	Millie Good	  	Tampa	  	FL
					
	ILS Corp	  	Tanner Medical Center	  	Brenda	  	Carrollton	  	GA
					
	ILS Corp	  	Tech Regional Med Ctr	  	Tammy Clements	  	Morgan City	  	LA
					
	ILS Corp	  	Terrebonne General Med Ctr	  	Katina	  	Houma	  	LA
					
	ILS Corp	  	The Brooklyn Hospital	  	F. Medrano	  	Brooklyn	  	FL
					
	ILS Corp	  	Thomas Memorial	  	Kim Conner	  	ChaCJ SEeston	  	WV
					
	ILS Corp	  	Three Gables Surgery Center	  	Mark Kinnon	  	Proctorville	  	OH
					
	ILS Corp	  	Torrance Surgery Center	  	Aldo Beltran	  	Torrance	  	CA
					
	ILS Corp	  	Total Surgery Center	  	Peggy Kiefer	  	Naples	  	FL
					
	ILS Corp	  	Trophy Club Med Ctr	  	Paula Losasso	  	Trophy Club	  	TX
					
	ILS Corp	  	Tulane Medical Center	  	Sue Walker	  	New OCJ SEeans	  	LA
					
	ILS Corp	  	Tucson Surgery Center	  		  	Tucson	  	AZ
					
	ILS Corp	  	UC Davis	  	Patrick Lastowski	  	Sacramento	  	CA
					
	ILS Corp	  	UK HealthCare-Good Sam
(frmly Samaritan Hosp 20193)	  	Anne Wilson	  	Leington	  	KY









									
	ILS Corp	  	University Hospital	  	David Feryanitz	  	Denver	  	CO
					
	ILS Corp	  	University Medical Center	  		  	Lebanon	  	TN
					
	ILS Corp	  	University of CA San Diego	  		  	San Diego	  	CA
					
	ILS Corp	  	University of Kentucky	  	Paul Reister	  	Lexington	  	KY
					
	ILS Corp	  	UPMC Northwest MC	  		  	Seneca	  	PA
					
	ILS Corp	  	Upstate Medical University	  	Nick Nicotra	  	Syracuse	  	NY
					
	ILS Corp	  	Upstate Orthopedics	  	John Keller	  	East Syracuse	  	NY
					
	ILS Corp	  	USA Medical Center	  	Lisa Mestas	  	Mobile	  	AL
					
	ILS Corp	  	VA Bay Pine Med Center	  	Wanda Clark	  	Bay Pine	  	FL
					
	ILS Corp	  	VA Hospital of ColuGBia	  	LV Ingram	  	ColuGBia	  	SC
					
	ILS Corp	  	Valley Care Med Center	  	Joseph Macias	  	Pleasanton	  	CA
					
	ILS Corp	  	Vanderbilt Ortho Surg Ctr	  	Faye Dodson	  	Nashville	  	TN
					
	ILS Corp	  	Via Christi RMC-St Francis Campus	  	Jerry Ellis	  	Wichita	  	KS
					
	ILS Corp	  	Waterfront Surgery Center, LLC	  	Daniel	  	Homestead	  	PA
					
	ILS Corp	  	Weirton Medical Center	  	Sherri Williams	  	Weirton	  	WV
					
	ILS Corp	  	Wesley Medical Center	  	James Shows	  	Hattiesburg	  	MS
					
	ILS Corp	  	Wesley Medical Center	  	Dallas Shaffer	  	WitGBita	  	KS
					
	ILS Corp	  	West Florida Regional Med Ctr	  	Elaine Gimlin	  	Pensacola	  	FL
					
	ILS Corp	  	Westmoreland Reg	  	Jessie Hickson	  	Greensburg	  	PA
					
	ILS Corp	  	Williamsport Hospital	  	Howard Simpson	  	Williamsport	  	PA
					
	ILS Corp	  	Woodwinds	  	Tricia Weisz	  	Woodbury	  	MN
					
	ILS Corp	  	York Hospital	  	Mary Armstrong	  	York	  	PA









	Item C.	Leased Property; Bailees 

 III. List of consignments for OrthoBiologics distributor accounts 

 

							
	 DESCRIPTION
	  	 CITY
	  	STATE	  	EMAIL ADDRESS
	3D Spinal Solutions, LLC	  	Pittsford	  	NY	  	msimail@rochester.rr.com
				
	Advanced Medical	  	St. Louis	  	MO	  	davidwhitman@ymail.com
				
	Alliance Medical, L.L.C.	  	Latrobe	  	PA	  	bmonticue@3riv.com
				
	Atchley Ortho, L.L.C.	  	Durango	  	CO	  	mark@redmountainsurgical.com
				
	Bluegrass Spine Assoc - OH	  	Austin	  	TX	  	ddunworth@ossmedical.com
				
	Bluegrass Spine Assoc. - KY	  	Tampa	  	FL	  	aj@precisionortho.com
				
	Brooks Medical, LLC - A2061	  	Pompano	  	FL	  	toddkeiser@mac.com
				
	Brooks Medical, LLC - A2071	  	Ann Arbor	  	MI	  	mgmt@silversurgical.com
				
	CCM Partners, L.L.C.	  	San Diego	  	CA	  	matthewabell@mac.com,eslater@genesis-associates.com
				
	CCM Partners, LLC - Evansville	  	West Columbia	  	SC	  	chadlaird@sc.rr.com
				
	CCM Partners, LLC - Ft. Wayne	  	Prairieville	  	LA	  	Rougeou1@mindspring.com
				
	CCM Partners, LLC - Indianapol	  	West Columbia	  	SC	  	chadlaird@sc.rr.com
				
	CCM Partners, LLC - MI	  	Austin	  	TX	  	ddunworth@ossmedical.com
				
	CCM Partners, LLC - OH	  	San Francisco	  	CA	  	russ.wright@zimmer.com,nina.chapin@zimmer.com
				
	CK Orthopaedics, Inc.	  	Rockledge	  	FL	  	dtmmedical@bellsouth.net
				
	Core Medical, LLC - OH	  	St. Louis	  	MO	  	davidwhitman@ymail.com
				
	Del TX LLC	  	Fishers	  	IN	  	rward@ccmpartnersllc.com
				
	Del TX-MS, LLC	  	Austin	  	TX	  	ddunworth@ossmedical.com
				
	Dryan Medical, LLC	  	St. Louis	  	MO	  	davidwhitman@ymail.com
				
	DTM Medical Inc	  	Fishers	  	IN	  	rward@ccmpartnersllc.com
				
	Encore South East & Assoc. LLC	  	Fishers	  	IN	  	rward@ccmpartnersllc.com
				
	Ethical Medical, L.L.C.	  	Fishers	  	IN	  	rward@ccmpartnersllc.com
				
	F & F Ventures, Inc.	  	North Caldwell	  	NJ	  	backman68@msn.com
				
	GAP Medical, LLC	  	Bourbonnais	  	IL	  	mittsmed@mac.com,midwestspine@comcast.net
				
	Genesis Associates	  	St. Louis	  	MO	  	davidwhitman@ymail.com
				
	I.M. Hipp, Inc.	  	Maple Grove	  	MN	  	mapmglad@aol.com
				
	MAB Surgical, LLC	  	Atlanta	  	GA	  	georgia.ortho@yahoo.com
				
	MacLean Surgical, Inc.	  	Bourbonnais	  	IL	  	mittsmed@mac.com,midwestspine@comcast.net









							
	Mark Starring and Assoc., Inc	  	Omaha	  	NE	  	rdgocken@cox.net
				
	MedCOR Professionals, Inc.	  	Birmingham	  	AL	  	brooksmed@gmail.com
				
	Medical Excellence SW, Inc-AZ	  	Westerville	  	OH	  	mramicone@coremedical.biz
				
	Medlink Inc.	  	Boise	  	ID	  	crose@roseandassociatesinc.com
				
	MedTrex Inc	  	North Caldwell	  	NJ	  	backman68@msn.com
				
	Medtrex Surg and Orthobiologic	  	Scottsdale	  	AZ	  	brent@medexsw.com
				
	Mitts Medical, Inc. A2044	  	Fishers	  	IN	  	mwyatt@ccmpartnersllc.com
				
	Mitts Medical, Inc. A2047	  	Birmingham	  	AL	  	brooksmed@gmail.com
				
	Moore Medical Solutions, LLC	  	Prospect	  	KY	  	jrspine@gmail.com
				
	Operating Room Specialty, LLC	  	Prospect	  	KY	  	jrspine@gmail.com
				
	Ortho Endeavors, Inc.	  	Annapolis	  	MD	  	fracyon@gmail.com
				
	OSS - Central Texas	  	La Verne	  	CA	  	omar.arias@zimmer.com,rick.sullivan@intermedortho.com
				
	OSS - Dallas Fort Worth	  	Dakota Dunes	  	SD	  	mboose@longlines.com
				
	OSS - Houston	  	Madison	  	MS	  	tckillens@comcast.net
				
	P.A.N.D.A Global Med Supply	  	Durango	  	CO	  	mark@redmountainsurgical.com
				
	Peak Medical	  	Fayetteville	  	NY	  	cdurkin@twcny.rr.com
				
	Precision Orthopedics	  	Salem	  	NH	  	darrin.vincent@dryanmedical.com,bryan.gras@dryanmedical.com
				
	Quest Orthopedics, LLC	  	Beaverton	  	OR	  	creynolds@tkosurgical.com
				
	Quest Orthopedics, LLC-PA	  	Huntsville	  	UT	  	jeff.hawkes@gmail.com
				
	RAM Surgical Solutions, Inc.	  	Greenville	  	DE	  	Camilo.gopez@gmail.com
				
	Red Mountain Surgical	  	Honolulu	  	HI	  	pandaglobalmed@gmail.com
				
	Red Mountain Surgical - CO	  	North Attleboro	  	MA	  	eastrep1@yahoo.com
				
	Rehab Specialists, Inc.	  	Las Vegas	  	NV	  	rjpfeff@aol.com
				
	RM Strategy, L.L.C.	  	Los Angeles	  	CA	  	brandon@westcoastspine.net
				
	Rose & Associates, Inc.	  	Pickett	  	WI	  	tgmrecovery@aol.com
				
	Seacoast Surgical	  	Nashville	  	TN	  	randy.roach@trinityorthosales.com
				
	Spectra Surgical Supply, Inc	  	Phoenix	  	AZ	  	rm_strategy@hotmail.com
				
	Summit Surgical, Inc.	  	Little Rock	  	AR	  	donnievalley@comcast.net
				
	Summit Surgical, Inc.	  	Bryant	  	AR	  	natchley@depuysales.com
				
	Summit Surgical, Inc.	  	Lakewood	  	CO	  	daphne.kurtz@stryker.com,mike.young@stryker.com
				
	Surgical Solutions	  	Lakewood	  	CO	  	kenneth.metcalf@stryker.com
				
	Ten30, Inc.	  	Lakewood	  	CO	  	kenneth.metcalf@stryker.com









							
	TKO Surgical, Inc.	  	El Paso	  	TX	  	Holguin_felix_1806@yahoo.com
				
	TriMedix, Inc.	  	Tuscon	  	AZ	  	bpscott777@hotmail.com,seanpflynn@msn.com
				
	Trinity Medical, Inc.	  	Tucson	  	AZ	  	b1houser@hotmail.com,edk6988@aol.com
				
	Trinity Orthopedic & Spine	  	Muskego	  	WI	  	gpekel@heritagemg.com
				
	Undefeated, LLC	  	Fishers	  	IN	  	mwyatt@ccmpartnersllc.com**TERM’D 4/19/10**
				
	Valley Surgical	  	Prairieville	  	LA	  	Rougeou1@mindspring.com**TERMD 7/15/10**
				
	West Coast Spine & Ortho	  	Little Rock	  	AR	  	chasekuhn@yahoo.com
				
	Whitman & Associates - KS	  	Metairie	  	LA	  	mlupo2@its.jnj.com
				
	Whitman & Associates A1022	  	Virginia Beach	  	VA	  	jray@rehabspecialistsusa.com
				
	Whitman & Associates A2036	  	South Burlington	  	VT	  	stevenmfoley@gmail.com
				
	Whitman & Associates A2037	  	East Petersburg	  	PA	  	Tm.schultz@yahoo.com
				
	Wild Country Surgical, Inc.	  	Scottsdale	  	AZ	  	darrell@3dspinalsolutions.com
				
	Y2K Spine, LLC	  	Scarborough	  	ME	  	mhassett@medcorpro.com
				
	Zimmer Cook Associates Inc.	  	Valley Village	  	CA	  	derrick@ten30.com
				
	Zimmer InterMed	  	Shreveport	  	LA	  	matt@ethical-medical.net









	Item C.	Leased Property; Bailees 

 IV. List of consignments for Surgical Instruments 

 

									
					
	 Description
	  	 Address1
	  	 City
	  	 State
	  	 Postal Code

	OHIO STATE UNIVERSITY HOSPITAL & MEDICAL	  		  		  		  	
	CENTER	  	452 W PENN ST	  	COLUMBUS	  	OH	  	43210
					
	98152 Porter Medical Sales	  	86 OLIVER ST	  	ROCHESTER	  	NY	  	14607
					
	HOSPITAL-Ransom Memorial Hospital	  	1301 S MAIN ST	  	OTTAWA	  	KS	  	66067-3537
					
	LSU MEDICAL CENTER/SHREVEPORT	  	1541 KINGS HWY	  	SHREVEPORT	  	LA	  	71130
					
	Springfield Hospital	  	190 W SPROUL RD	  	SPRINGFIELD	  	PA	  	19064
					
	NAPLES COMMUNITY HOSPITAL	  	350 7TH ST N	  	NAPLES	  	FL	  	34102-5754
					
	HOSPITAL-St. Lukes South Hospital	  	12300 METCALF AVE	  	OVERLAND PARK	  	KS	  	66213
					
	MEDICAL COLLEGE OF PENNSYLVANIA	  	3300 HENRY AVE	  	PHILADELPHIA	  	PA	  	19129
					
	CULLMAN REGIONAL MEDICAL CENTER	  	1912 ALABAMA HWY 157	  	CULLMAN	  	AL	  	35058
					
	PARK RIDGE HOSPITAL	  	1555 LONG POND RD	  	ROCHESTER	  	NY	  	14626
					
	VALLEY PRESBYTERIAN	  	15107 VANOWEN ST	  	VAN NUYS	  	CA	  	91405
					
	KAISER PERM FNDN HOSP&MED CTR	  	4867 SUNSET BLVD	  	LOS ANGELES	  	CA	  	90027
					
	BAPTIST MEDICAL SYSTEM	  	9601 I630 EXIT 7	  	LITTLE ROCK	  	AR	  	72205-7202
					
	COX HEALTH SYSTEMS	  	3801 S NATIONAL AVE	  	SPRINGFIELD	  	MO	  	65807
					
	NORTH CENTRAL BRONX HOSP	  	3424 KOSSUTH AVE	  	BRONX	  	NY	  	10467
					
	ST VINCENT INFIRMARY MED	  	2 ST VINCENT CIR	  	LITTLE ROCK	  	AR	  	72205
					
	BROOKWOOD MEDICAL CENTER	  	2010 BROOKWOOD MEDICAL CENTER DR	  	HOMEWOOD	  	AL	  	35209
					
	FRESNO COMMUNITY HOSPITAL	  	2130 E ILLINOIS AVE	  	FRESNO	  	CA	  	93701
					
	OAKWOOD MEDICAL CENTER	  	18101 OAKWOOD BLVD	  	DEARBORN	  	MI	  	48124
					
	UNIVERSITY OF IOWA	  	200 HAWKINS DR	  	IOWA CITY	  	IA	  	52242-1007
					
	St. Bernards Regional Medical Center	  	225 E JACKSON AVE	  	JONESBORO	  	AR	  	72401
					
	POH MEDICAL CENTER	  	50 N PERRY ST	  	PONTIAC	  	MI	  	48342
					
	TAYLOR HOSPITAL	  	175 E CHESTER PIKE	  	RIDLEY PARK	  	PA	  	19078
					
	JACOBI MEDICAL CENTER	  	1400 PELHAM PKWY S	  	BRONX	  	NY	  	10461
					
	HOSPITAL - HAHNEMANN HOSPITAL	  	1400 RACE ST	  	PHILADELPHIA	  	PA	  	19102









									
					
	ST CLAIR HOSPITAL	  	1000 BOWER HILL RD	  	PITTSBURGH	  	PA	  	15243
					
	MEDICAL CENTER EAST	  	50 MEDICAL PARK E DR	  	BIRMINGHAM	  	AL	  	35235
					
	EAST ALABAMA MEDICAL CENTER	  	2000 PEPPERELL PKWY	  	OPELIKA	  	AL	  	36801
					
	ST LUKES HOSPITAL	  	512 S 11TH ST	  	BOISE	  	ID	  	83702
					
	SOUTHERN NH REG MEDICAL CENTER	  	8 PROSPECT ST	  	NASHUA	  	NH	  	03060
					
	ATLANTIC CITY MEDICAL CENTER	  	JIM LEEDS RD	  	POMONA	  	NJ	  	08240
					
	Kennedy Memorial Hospital Cherry Hill	  	2201 CHAPEL AVE W	  	CHERRY HILL	  	NJ	  	08002
					
	KENNEDY MEMORIAL HOSPITAL-STRATFORD DIVISION	  	18 E LAUREL RD STRATFORD DIVISION	  	STRATFORD	  	NJ	  	08084
					
	HOSPITAL-Kennedy Hospital-Washington Division	  	435 HURFFVILLE CROSSKEYS RD WASHINGTON DIV	  	TURNERSVILLE	  	NJ	  	08012
					
	UNDERWOOD HOSPITAL	  	509 N BROAD ST	  	WOODBURY	  	NJ	  	08096-7359
					
	Crozer Chester Hospital	  	1 MED CTR BLVD	  	UPLAND	  	PA	  	19013
					
	PHOENIXVILLE HOSPITAL	  	140 NUTT RD	  	PHOENIXVILLE	  	PA	  	19460
					
	HOSPITAL - ACCT # 80036 UNION MEMORIAL HOSP	  	201 E UNIVERSITY PKWY	  	BALTIMORE	  	MD	  	21218
					
	LENOIR MEMORIAL HOSPITAL	  	100 AIRPORT RD	  	KINSTON	  	NC	  	28501
					
	PHOEBE PUTNEY MEMORIAL HOSP	  	1008 N MONROE ST	  	ALBANY	  	GA	  	31701-1904
					
	EGLESTON CHILDRENS HEALTHCARE - acct# 80193	  	1405 CLIFTON RD NE	  	ATLANTA	  	GA	  	30322
					
	Floyd Medical Center	  	304 TURNER MCCALL BLVD	  	ROME	  	GA	  	30165
					
	74436-ROCKDALE HOSPITAL	  	1412 MILSTEAD AVE SE	  	CONYERS	  	GA	  	30012
					
	HOSPITAL-Lakeland Regional Medical Center	  	1324 LAKELAND HILLS BLVD	  	LAKELAND	  	FL	  	33805
					
	ST MARY’S MEDICAL CENTER	  	800 S WASHINGTON AVE	  	SAGINAW	  	MI	  	48601
					
	Suburban Medical	  	4001 DUTCHMANS LN	  	LOUISVILLE	  	KY	  	40207
					
	Baptist Memorial Health Care	  	6019 WALNUT GROVE RD	  	MEMPHIS	  	TN	  	38120
					
	METHODIST HEALTHCARE -MEMPHIS	  	7691 POPLAR AVE	  	GERMANTOWN	  	TN	  	38138
					
	FORREST COUNTY GENERAL HOSPITAL	  	6051 US HWY 49	  	HATTIESBURG	  	MS	  	39401
					
	HOSPITAL - Ocean Springs Hospital	  	3109 BIENVILLE BLVD	  	OCEAN SPRINGS	  	MS	  	39564
					
	HOSPITAL-N. Central Methodist Ambulatory Surg Ctr	  	19010 STONE OAK PKWY	  	SAN ANTONIO	  	TX	  	78258
					
	HOSPITAL FOR SPECIAL SURGERY	  	535 E 70TH ST	  	NEW YORK	  	NY	  	10021-4823
					
	HOSPITAL - New England Baptist Hospital	  	125 PARKER HILL AVE	  	BOSTON	  	MA	  	02120
					
	HOSPITAL- Virginia Regional MC	  	901 9TH ST N	  	VIRGINIA	  	MN	  	55792
					
	ST FRANCIS HOSPITAL	  	2122 MANCHESTER EXPY	  	COLUMBUS	  	GA	  	31904









									
					
	 PROVIDENCE HOSPITAL
	  	6801 AIRPORT BLVD	  	MOBILE	  	AL	  	36608
					
	GRADY MEMORIAL HOSPITAL	  	80 BUTLER ST SE	  	ATLANTA	  	GA	  	30336
					
	Lakewood Ranch Medical Center	  	8330 LAKEWOOD RANCH BLVD	  	BRADENTON	  	FL	  	34202
					
	HOSPITAL - KAISER FOUNDATION HOSP	  	2295 VINEYARD AVE	  	ONTARIO	  	CA	  	91761
					
	HOSPITAL-University of Miami	  	1400 NW 12TH AVE	  	MIAMI	  	FL	  	33136
					
	UNIVERSITY OF COLORADO HOSPITAL	  	4200 E 9TH AVE	  	DENVER	  	CO	  	80262








 EXHIBIT A-1 

to 
 Security Agreement

 FORM OF ACCOUNT CONTROL AGREEMENT 

ACCOUNT CONTROL AGREEMENT 

(Securities Accounts and Deposit Accounts) 

This ACCOUNT CONTROL AGREEMENT, dated as of              ,
         (this “Agreement”), among INTEGRA LIFESCIENCES HOLDINGS CORPORATION, a Delaware corporation (the “Borrower”), the affiliates of the Borrower identified as
“Grantors” on the signature page of this Agreement (the Borrower and such affiliates are each referred to herein, individually, as a “Grantor” and, collectively, as the “Grantors”), BANK OF AMERICA, N.A.,
as administrative agent and collateral agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Security Agreement referred to below), and [NAME OF SECURITIES INTERMEDIARY] (the
“Securities Intermediary”). 
 W I T N E S S E T H: 

WHEREAS, pursuant to an Amended and Restated Security Agreement dated as of August 10, 2010 (as such agreement may be amended,
amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among the Grantors and the Administrative Agent and in order to obtain the benefits referred to therein, each Grantor has granted
to the Administrative Agent a security interest in, among other things, each Account (as defined below) of such Grantor, all funds deposited to such Account, all financial assets (as defined in the Uniform Commercial Code as from time to time in
effect in the State of New York) maintained in such Account, all proceeds thereof and distributions in connection therewith (collectively, the “Collateral”); 

WHEREAS, each Grantor has agreed with the Administrative Agent to maintain subject to the provisions of the Security Agreement each
demand, time, savings, passbook or similar account of such Grantor maintained with the Securities Intermediary (each a “Deposit Account”) and each securities account of such Grantor maintained with the Securities Intermediary (each
a “Securities Account”; each Deposit Account and each Securities Account is referred to herein, individually, as an “Account” and, collectively, as the “Accounts”), each of which is described
opposite the name of such Grantor on Schedule 1 hereto; and 
 WHEREAS, each Grantor, the Administrative Agent and the
Securities Intermediary are entering into this Agreement to provide that the Administrative Agent shall have the right to exercise exclusive control over the Accounts and all amounts and financial assets maintained therein as herein provided at any
time after the occurrence and during the continuance of an Event of Default (as defined in the Security Agreement); 

  
 Form of Account Control
Agreement 
 (Securities Accounts and Deposit Accounts) 








 NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
hereinafter set forth, each Grantor, the Administrative Agent and the Securities Intermediary agree as follows: 
 1. The following terms
(whether or not underscored) when used in this Agreement, including its preamble and recitals shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof): 

“Account Agreement” means, with respect to each Account of a Grantor, the agreement in respect of such Account between such
Grantor and the Securities Intermediary, as such agreement may be amended, supplemented or otherwise modified from time to time pursuant to the terms thereof and, except as provided in Section 11 hereof, with the prior written consent of
the Administrative Agent. 
 “Activation Period” means the period commencing within a reasonable period of time not to
exceed two Business Days after the Securities Intermediary’s receipt of the Notice and ending on the date the Notice is withdrawn or rescinded by a further written notice delivered by the Administrative Agent to the Securities Intermediary.

 “Business Day” means each Monday through Friday, excluding any holiday on which the Securities Intermediary is
customarily closed for business. 
 “Collateral Account” means an account controlled by the Administrative Agent as
designated to the Securities Intermediary in the Notice or other written notice delivered to the Securities Intermediary by the Administrative Agent. 

“Damages” is defined in Section 6(a). 

“Grantors’ Agent” means the Borrower acting in its capacity as agent for itself and the other Grantors for purposes of
administering this Agreement. Any notices delivered to the Grantors’ Agent hereunder shall be deemed to have been delivered to each Grantor. 

“Notice” means written notice from Administrative Agent to the Securities Intermediary in the form of Attachment I
hereto. The Administrative Agent shall also deliver a copy of each Notice to the Grantors’ Agent as and when delivered to the Securities Intermediary. 

“Order” means any writ, levy, order or other similar judicial or regulatory order or process. 

“Retained Balance” means, on any date, the aggregate of the available cash balances in all the Accounts on such date which is
less than $5,000. 
 2. The Securities Intermediary is hereby authorized as follows: 

(a) (i) Prior to the Activation Period the Securities Intermediary may follow the Securities Intermediary’s usual procedures as may
be more particularly provided in the applicable Account Agreement in the event any Account or any check, draft or other order for payment of money or financial asset maintained therein should be or become the subject of any Order. 

 

  
 Form of Account Control
Agreement 
 (Securities Accounts and Deposit Accounts) 

- 2 - 








 (b) Prior to the Activation Period, the Securities Intermediary may permit each Grantor
(i) to sell financial assets in any Account of such Grantor and invest the proceeds of such sales, as well as other funds in such Account in other financial assets, in each case as otherwise permitted pursuant to the applicable Account
Agreement; provided, however, that until so sold or invested all such financial assets, proceeds thereof or other funds shall be maintained in such Account subject to the terms of this Agreement (and all property held by the Securities
Intermediary for the account of a Grantor is, and will continue to be, credited to an Account of such Grantor until transferred as permitted by this Agreement); and (ii) to otherwise operate and transact business through any Account of such
Grantor in its normal fashion, including making withdrawals from any such Account in accordance with the applicable Account Agreement. (Each Grantor confirms to the Administrative Agent that it will also operate each Account in accordance with any
investment restrictions contained in the other Loan Documents (as defined in the Security Agreement)). 
 (c) During the Activation Period,
the Securities Intermediary shall (i) transfer by wire transfer to the Collateral Account pursuant to the Administrative Agent’s instructions any collected and available cash credit balances in each Account each Business Day to the extent
that the aggregate of the available cash credit balances in all the Accounts on such Business Day exceeds the Retained Balance and (ii) manage each Account and all financial assets and other items therein as the Administrative Agent may direct
in writing from time to time (including using the Securities Intermediary’s best efforts to place or negotiate orders to sell securities in such Account and to transfer the proceeds of any such sale which are in excess of the Retained Balance
to the Collateral Account). Funds are not available if, in the reasonable determination of Securities Intermediary, they are subject to an Order preventing their withdrawal. The Administrative Agent will give the Securities Intermediary sufficient
advance written notice of any change in the instructions for Securities Intermediary to act upon such changes. 
 (d) During the Activation
Period, (i) no Grantor shall have any right (and the Securities Intermediary will not permit any Grantor) to trade or in any manner withdraw or transfer any or all financial assets or credit balances in any Account and (ii) the Securities
Intermediary shall not accept or honor any instructions from or on behalf of any Grantor in respect of any Account or any other Collateral. 

(e) Each Grantor hereby irrevocably authorizes and instructs the Securities Intermediary to perform and comply with the terms of this
Agreement. 
 (f) The Administrative Agent acknowledges and agrees that the Securities Intermediary has the right to charge each Account
from time to time, as set forth in Section 4(a) of this Agreement, and that Administrative Agent has no right to the sums so withdrawn by the Securities Intermediary. During the Activation Period, the Administrative Agent and the
Grantors agree that the Securities Intermediary has the right to apply the Retained Balance to pay the accrued and unpaid obligations of the Grantors pursuant to Sections 4(a), 4(b), 7(a), and 8 of this Agreement. 

 

  
 Form of Account Control
Agreement 
 (Securities Accounts and Deposit Accounts) 

- 3 - 








 3. The Securities Intermediary hereby represents and warrants, acknowledges and agrees, as
follows: 
 (a) at all times during the Activation Period without further instructions from any Grantor it will comply with
(i) all entitlement orders originated by the Administrative Agent in respect of the Accounts and all financial assets maintained therein, and (ii) all instructions originated by the Administrative Agent directing disposition of any funds
maintained in any Account, in each case, which are delivered in accordance with Section 2(c) of this Agreement; 
 (b) at
all times it will treat all cash, amounts, balances and other property maintained in any Account as a financial asset under Article 8 of the Uniform Commercial Code; 

(c) it is the securities intermediary with respect to any property credited from time to time to each Account; 

(d) at all times the location of the Bank and the location of each Account under this Agreement (and each Account Agreement) for all
purposes of the Uniform Commercial Code shall be the State of New York; 
 (e) (i) it has been notified of the Administrative
Agent’s security interest in the Accounts and the other Collateral granted by the Grantors under the Security Agreement; 

(ii) it has recorded such security interest on its books and records; 

(iii) as of the date hereof it has received no notice of any other security interest or any Order in respect of any
Account or any other Collateral (except for the interest of the Securities Intermediary contemplated by this Agreement); and 

(iv) it will advise the Administrative Agent in writing promptly following its receipt of notice of any such other
security interest or Order; 
 (f) it will not advance margin or other credit against any Account or any other Collateral or
hypothecate any financial assets or other items carried in any Account; 
 (g) it will not agree with any person or entity (other than
a Grantor or the Administrative Agent) that it will comply (and it shall not comply) with any withdrawal, transfer, payment, or redemption instruction, or any other entitlement order or other order, from such other person or entity concerning any
Account or any financial asset or other items therein; and 
 (h) it will not offset against any Account, except as permitted under
Section 4(a) of this Agreement. 
  

  
 Form of Account Control
Agreement 
 (Securities Accounts and Deposit Accounts) 

- 4 - 








 4. (a) The Securities Intermediary may charge each Account of any Grantor for all returned
checks of such Grantor, all service charges, and other fees and charges associated with such Account as provided in the applicable Account Agreement and all other amounts due to the Securities Intermediary from any Grantor under Sections
4(b), 7(a) and 8 of this Agreement. 
 (b) If the balances in any Account of any Grantor are not sufficient to compensate
the Securities Intermediary for any fees or charges due to the Securities Intermediary under the applicable Account Agreement in respect of such Account or any other amounts due to the Securities Intermediary pursuant to Sections 7(a) and
8 of this Agreement, each Grantor jointly and severally agrees to pay Securities Intermediary on demand the amount due Securities Intermediary. A Grantor will have breached this Agreement if such Grantor has not paid the Securities
Intermediary, within 30 days after any such demand, the amount due Securities Intermediary. 
 (c) If the Grantors have breached their
obligations to the Securities Intermediary pursuant to Section 4(b) of this Agreement at any time during the Activation Period, then the Administrative Agent shall pay the Securities Intermediary (i) the amount of any unpaid fees or
other charges in respect to any Account under the applicable Account Agreement incurred during the Activation Period and (ii) if any amount in respect any returned check, draft or other order for payment shall have been transferred by the
Securities Intermediary to the Administrative Agent during the Activation Period pursuant to Section 2(c) of this Agreement, the amount in respect of any such returned item so received by the Administrative Agent. The Administrative
Agent will have breached this Agreement if the Administrative Agent has not paid any such amount to the Securities Intermediary within 30 days after any such demand. 

5. Termination of this Agreement shall be as follows: 

(a) (i) The Securities Intermediary may terminate this Agreement upon 30 days’ prior written notice to the Administrative Agent and
the Grantors’ Agent. 
 (ii) The Administrative Agent may terminate this Agreement upon 30 days’ prior written
notice to the Grantors’ Agent and the Securities Intermediary. 
 (iii) The Grantors may not terminate this Agreement
except with the prior written consent of the Administrative Agent and upon 30 days’ prior written notice to the Securities Intermediary. 

(b) Notwithstanding subsection 5(a), the Securities Intermediary may terminate this Agreement upon 10 Business Days’ prior written
notice to the Grantors’ Agent and the Administrative Agent if: (i) any Grantor or the Administrative Agent breaches any of the terms of this Agreement; (ii) any Grantor breaches any other agreement with the Securities Intermediary or
any agreement involving the borrowing of money or extension of credit; (iii) any Grantor liquidates, dissolves, merges with or into or consolidates with another entity or sells, leases or disposes of a substantial portion of its business or
assets; (iv) any Grantor terminates its business, fails generally or admits in writing its inability to pay its debts as they become due; any bankruptcy, reorganization, arrangement, insolvency, dissolution or similar proceeding is instituted
with respect to such Grantor; any Grantor makes any assignment for the benefit of creditors or enters into any composition with creditors or takes any action in furtherance of any of the foregoing; or (v) any material adverse change occurs in
any Grantor’s financial condition, results of operations or ability to perform its obligations under this Agreement. Grantors’ Agent shall promptly give written notice to Securities Intermediary of the occurrence of any of the foregoing
events. 
  

  
 Form of Account Control
Agreement 
 (Securities Accounts and Deposit Accounts) 

- 5 - 








 (c) Upon any termination of this Agreement, the Securities Intermediary shall close each Account
and transfer all funds, financial assets and other items in the Accounts (i) if during the Activation Period, to the Collateral Account designated in writing by the Administrative Agent to the Securities Intermediary pursuant to
Section 2(c) (or otherwise) and (ii) at all other times, as directed by the Grantors’ Agent in writing with a copy to the Administrative Agent. 

6. (a) The Securities Intermediary will not be liable to any Grantor or the Administrative Agent for any expense, claim, loss, damage or
cost (“Damages”) arising out of or relating to its performance under this Agreement other than those Damages which result directly from its acts or omissions constituting negligence. 

(b) In no event will the Securities Intermediary be liable for any special, indirect, exemplary or consequential damages, including but not
limited to lost profits. 
 (c) The Securities Intermediary will be excused from failing to act or delay in acting, and no such failure or
delay shall constitute a breach of this Agreement or otherwise give rise to any liability of the Securities Intermediary, if (i) such failure or delay is caused by circumstances beyond Securities Intermediary’s reasonable control,
including but not limited to legal constraint, emergency conditions, action or inaction of governmental, civil or military authority, fire, strike, lockout or other labor dispute, war, riot, theft, flood, earthquake or other natural disaster,
breakdown of public or private or common carrier communications or transmission facilities, equipment failure, or act, negligence or default of any Grantor or Administrative Agent or (ii) such failure or delay resulted from Securities
Intermediary’s reasonable belief that the action would have violated any guideline, rule or regulation of any governmental authority. 

(d) The Securities Intermediary shall not be held responsible for (i) any decline in the market value of the Collateral or the failure to
notify any Grantor or the Administrative Agent thereof or (ii) the failure to take any action with respect to the Collateral, except as expressly provided in this Agreement. 

(e) Except with respect to obligations and duties expressly provided in this Agreement, this Agreement shall not impose or create any
obligations or duties upon the Securities Intermediary that are greater than or in addition to those provided in the Account Agreements. 

(f) The Securities Intermediary may act upon any instrument or other writing believed by it in good faith to be genuine and to have been
signed or presented by a person purporting to be an authorized officer of a Grantor or the Administrative Agent, as the case may be. 
  

  
 Form of Account Control
Agreement 
 (Securities Accounts and Deposit Accounts) 

- 6 - 








 (g) If in doubt as to its duties and responsibilities hereunder, the Securities Intermediary may
consult with counsel of its choice and shall be protected in any action taken or omitted to be taken in connection with the advice or opinion of such counsel. 

7. (a) Each Grantor shall jointly and severally indemnify Securities Intermediary against, and hold it harmless from, any and all
liabilities, claims, costs, expenses and damages of any nature (including but not limited to reasonable attorneys’ fees and expenses incurred in enforcing this Agreement) in any way arising out of or relating to disputes or legal actions
concerning this Agreement. This section does not apply to any cost or damage attributable to the gross negligence or intentional misconduct of Securities Intermediary. Grantors’ obligations under this section shall survive termination of this
Agreement. 
 (b) To the extent the Grantors shall fail to fully indemnify the Securities Intermediary pursuant to Section 7(a)
of this Agreement, the Administrative Agent shall indemnify the Securities Intermediary against, and hold it harmless from, any and all liabilities, claims, costs, expenses and damages of any nature (including but not limited to reasonable
attorneys’ fees and expenses incurred in enforcing this Section 7(b)) in any way arising out of or relating to the Securities Intermediary complying with instructions or requests of the Administrative Agent during the Activation
Period. This section does not apply to any cost or damage attributable to the gross negligence or intentional misconduct of Securities Intermediary. The Administrative Agent’s obligations under this section shall survive termination of this
Agreement. 
 8. Each Grantor agrees to pay to the Securities Intermediary, upon receipt of Securities Intermediary’s invoice, all
reasonable costs, expenses and reasonable attorneys’ fees and expenses incurred by Securities Intermediary in connection with the enforcement of this Agreement and any instrument or agreement required hereunder, including but not limited to any
such reasonable costs, expenses and fees arising out of the resolution of any conflict, dispute, motion regarding entitlement to rights or rights of action, or other action to enforce Securities Intermediary’s rights hereunder in a case arising
under Title 11, United States Code. Each Grantor agrees to pay Securities Intermediary, upon receipt of Securities Intermediary’s invoice, all costs, expenses and reasonable attorneys’ fees and expenses incurred by Securities Intermediary
in the preparation and administration of this Agreement (including any amendments hereto or instruments or agreements required hereunder). 

9. Each Grantor represents and warrants that: (a) this Agreement constitutes its duly authorized, legal, valid, binding and enforceable
obligation subject to bankruptcy laws and equitable principles; (b) the performance of its obligations under this Agreement and the consummation of the transactions contemplated hereunder will not (i) constitute or result in a breach of
its certificate or articles of incorporation, by-laws or partnership agreement, as applicable, or the provisions of any material contract to which it is a party or by which it is bound or (ii) result in the violation of any law, regulation,
judgment, decree or governmental order applicable to it; (c) all approvals and authorizations required to permit the execution, delivery, performance and consummation of this Agreement and the transactions contemplated hereunder have been
obtained; and (d) it has not assigned or granted a security interest in any Account or any other Collateral, except to Administrative Agent and the Securities Intermediary as contemplated by this Agreement and the applicable Account Agreement.

  

  
 Form of Account Control
Agreement 
 (Securities Accounts and Deposit Accounts) 

- 7 - 








 10. In addition to the original statements, which will be provided to Grantors’ Agent on
behalf of the applicable Grantor, Securities Intermediary will provide Administrative Agent with a duplicate statement and such other account information reasonably requested by Administrative Agent relative to any Account and the financial assets
and credit balances therein. Each Grantor authorizes Securities Intermediary to provide any account information requested by Administrative Agent. 

11. This Agreement may be amended only by a writing signed by each Grantor, Administrative Agent and Securities Intermediary; except that
prior to the Activation Period Securities Intermediary’s charges pursuant to each Account Agreement are subject to change by Securities Intermediary upon 30 days’ prior written notice to Grantors’ Agent, with a copy to the
Administrative Agent. 
 12. This Agreement may be executed in counterparts; all such counterparts shall constitute but one and the same
agreement. 
 13. Any written notice or other written communication to be given to each party under this Agreement shall be addressed to the
person at the address set forth on the signature page of this Agreement or to such other person or address as a party may specify in writing. Except as otherwise expressly provided herein, any such notice shall be effective upon receipt. 

14. This Agreement controls in the event of any conflict between this Agreement and any other document or written or oral statement. This
Agreement supersedes all prior understandings, writings, proposals, representations and communications, oral or written, of any party relating to the subject matter hereof. 

15. No Grantor or the Administrative Agent may assign any of its rights under this Agreement without the prior written consent of Securities
Intermediary. 
 16. Nothing contained in the Agreement shall create any agency, fiduciary, joint venture or partnership relationship
between any Grantor, Administrative Agent and Securities Intermediary. 
 17. This Agreement shall be interpreted in accordance with New
York law. 
 [Signatures follow.] 
  

  
 Form of Account Control
Agreement 
 (Securities Accounts and Deposit Accounts) 

- 8 - 








 IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized
officers as of the day and year first above written. 
  

							
	INTEGRA LIFESCIENCES HOLDINGS	 		 	Address for notices to any Grantor:
	CORPORATION	 		 	c/o Integra LifeSciences Holdings
	(“Grantor”)	 		 	Corporation
				
		 		 		 	 
				
	By:	 	 	 		 	 
		 	Name:	 		 	Attention:
		 	Title:	 		 	Telephone:
		 		 		 	Facsimile:

  

			
	[NAME OF OTHER GRANTOR]
	(“Grantor”)
		
	By:	 	 
		 	Name:
		 	Title:

  

							
	BANK OF AMERICA, N.A.,	 		 	Address for notices to
	as Administrative Agent	 		 	                  Administrative Agent:
	(“Administrative Agent”)	 		 	 
				
	By:	 	 	 		 	 
		 	Name:	 		 	Attention:
		 	Title:	 		 	Telephone:
		 		 		 	Facsimile:

  

							
	[NAME OF SECURITIES INTERMEDIARY]	 		 	Address for notices to Securities
	(“Securities Intermediary”)	 		 	Intermediary:
			
		 		 	 
				
	By:	 	 	 		 	 
		 	Name:	 		 	Attention:
		 	Title:	 		 	Telephone:
		 		 		 	Facsimile:


  
 Signature Page 

Account Control Agreement 

(Securities Accounts and Deposit Accounts) 








 ATTACHMENT I 

Account Control Agreement 

[Letterhead of Bank of America, N.A.] 

as Administrative Agent] 
  

	To:	[Name of Securities Intermediary] 

  

					
		  	 	  	

 Attention: 
  

	 	Re:	Integra LifeSciences Holdings Corporation 

 Ladies and Gentlemen: 

Reference is made to the Account Control Agreement dated as of             
    ,          (the “Agreement”), among Integra LifeSciences Holdings Corporation and certain of its subsidiaries, the undersigned and you regarding the
accounts (the “Accounts”) described in Schedule 1 hereto. In accordance with Section 2 of the Agreement, we hereby give you notice of our exercise of control of each Account and we hereby instruct you to transfer all collected
and available credit balances maintained therein which are in excess of the Retained Balance (as defined in the Agreement) to the following account: 
  

							
	 	 	Name:	  	Bank of America, N.A.	  	 
		 	Location:	  		  	
		 	ABA No.:	  	 	  	
		 	Account No:	  	 	  	
		 	Reference:	  	Bank of America, N.A.,	  	
		 		  	as Administrative Agent/	  	
		 		  	Integra LifeSciences Holdings Corporation
		 		  	Collateral Account	  	

 or otherwise in accordance with Administrative Agent’s instructions. 

 

			
	Very truly yours,
	
	 BANK OF AMERICA, N.A.,

        as Administrative Agent

		
	 By:
	 	 
		 	 Name:

		 	 Title:










 SCHEDULE 1 

to 
 ACCOUNT CONTROL AGREEMENT 

 

							
	 Grantor
	  	 Securities Intermediary

Name and Address

for Account (if different
from notice address)
	  	 Account Name
	  	 Account Number

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  









 EXHIBIT A-2 

to 
 Security Agreement

 FORM OF ACCOUNT CONTROL AGREEMENT 

ACCOUNT CONTROL AGREEMENT 

(Deposit Accounts Only) 

This ACCOUNT CONTROL AGREEMENT, dated as of              ,
         (this “Agreement”), among INTEGRA LIFESCIENCES HOLDINGS CORPORATION, a Delaware corporation (the “Borrower”), the affiliates of the Borrower identified as
“Grantors” on the signature page of this Agreement (the Borrower and such affiliates are each referred to herein, individually, as a “Grantor” and, collectively, as the “Grantors”), BANK OF AMERICA, N.A.,
as administrative agent and collateral agent (in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Security Agreement referred to below), and [NAME OF BANK] (the “Bank”).

 W I T N E S S E T H: 

WHEREAS, pursuant to an Amended and Restated Security Agreement dated as of August 10, 2010 (as such agreement may be amended,
amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), among the Grantors and the Administrative Agent and in order to obtain the benefits referred to therein, each Grantor has granted
to the Administrative Agent a security interest in, among other things, each Account (as defined below) of such Grantor, all funds deposited to such Account, all financial assets (as defined in the Uniform Commercial Code as from time to time in
effect in the State of New York) maintained in such Account, all proceeds thereof and distributions in connection therewith (collectively, the “Collateral”); 

WHEREAS, each Grantor has agreed with the Administrative Agent to maintain subject to the provisions of the Security Agreement each
demand, time, savings, passbook or similar account of such Grantor maintained with the Bank (each a “Deposit Account”; each Deposit Account is referred to herein, individually, as an “Account” and,
collectively, as the “Accounts”), each of which is described opposite the name of such Grantor on Schedule 1 hereto; and 

WHEREAS, each Grantor, the Administrative Agent and the Bank are entering into this Agreement to provide that the Administrative Agent
shall have the right to exercise exclusive control over the Accounts and all amounts and financial assets maintained therein as herein provided at any time after the occurrence and during the continuance of an Event of Default (as defined in the
Security Agreement); 
  

  
 Form of Account Control
Agreement 
 (Deposit Accounts Only) 








 NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
hereinafter set forth, each Grantor, the Administrative Agent and the Bank agree as follows: 
 1. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof): 

“Account Agreement” means, with respect to each Account of a Grantor, the agreement in respect of such Account between such
Grantor and the Bank, as such agreement may be amended, supplemented or otherwise modified from time to time pursuant to the terms thereof and, except as provided in Section 11 hereof, with the prior written consent of the Administrative
Agent. 
 “Activation Period” means the period commencing within a reasonable period of time not to exceed two Business
Days after the Bank’s receipt of the Notice and ending on the date the Notice is withdrawn or rescinded by a further written notice delivered by the Administrative Agent to the Bank. 

“Business Day” means each Monday through Friday, excluding any holiday on which the Bank is customarily closed for business.

 “Collateral Account” means an account controlled by the Administrative Agent as designated to the Bank in the Notice or
other written notice delivered to the Bank by the Administrative Agent. 
 “Damages” is defined in
Section 6(a). 
 “Grantors’ Agent” means the Borrower acting in its capacity as agent for itself and the
other Grantors for purposes of administering this Agreement. Any notices delivered to the Grantors’ Agent hereunder shall be deemed to have been delivered to each Grantor. 

“Notice” means written notice from Administrative Agent to the Bank in the form of Attachment I hereto. The
Administrative Agent shall also deliver a copy of each Notice to the Grantors’ Agent as and when delivered to the Bank. 

“Order” means any writ, levy, order or other similar judicial or regulatory order or process. 

“Retained Balance” means, on any date, the aggregate of the available cash balances in all the Accounts on such date which is
less than $5,000. 
 2. The Bank is hereby authorized as follows: 

(a) Prior to the Activation Period, the Bank may follow the Bank’s usual procedures as may be more particularly provided in the
applicable Account Agreement in the event any Account or any check, draft or other order for payment of money maintained therein should be or become the subject of an Order. 

(b) Prior to the Activation Period, the Bank may permit each Grantor to operate and transact business through any Account of such Grantor in
its normal fashion, including making withdrawals from any such Account in accordance with the applicable Account Agreement. 
  

  
 Form of Account Control
Agreement 
 (Deposit Accounts Only) 

- 2 - 








 (c) During the Activation Period, the Bank shall (i) transfer by wire transfer to the
Collateral Account pursuant to the Administrative Agent’s instructions any collected and available cash credit balances in each Account each Business Day to the extent that the aggregate of the available cash credit balances in all the Accounts
on such Business Day exceeds the Retained Balance and (ii) manage each Account as the Administrative Agent may direct in writing from time to time. Funds are not available if, in the reasonable determination of Bank, they are subject to an
Order preventing their withdrawal. The Administrative Agent will give the Bank sufficient advance written notice of any change in the instructions for Bank to act upon such changes. 

(d) During the Activation Period, the Bank shall not accept or honor any instructions from or on behalf of any Grantor in respect of any
Account or any other Collateral. 
 (e) Each Grantor hereby irrevocably authorizes and instructs the Bank to perform and comply with the
terms of this Agreement. 
 (f) The Administrative Agent acknowledges and agrees that the Bank has the right to charge each Account from
time to time, as set forth in Section 4(a) of this Agreement, and that Administrative Agent has no right to the sums so withdrawn by the Bank. During the Activation Period, the Administrative Agent and the Grantors agree that the Bank
has the right to apply the Retained Balance to pay the accrued and unpaid obligations of the Grantors pursuant to Sections 4(a), 4(b), 7(a), and 8 of this Agreement. 

3. The Bank hereby represents and warrants, acknowledges and agrees, as follows: 

(a) at all times during the Activation Period without further instructions from any Grantor it will comply with all instructions
originated by the Administrative Agent directing disposition of any funds maintained in any Account, in each case, which are delivered in accordance with Section 2(c) of this Agreement; 

(b) at all times the location of the Bank and the location of each Account under this Agreement (and each Account Agreement) for all
purposes of the Uniform Commercial Code shall be the State of New York; 
 (c) (i) it has been notified of the Administrative
Agent’s security interest in the Accounts and the other Collateral granted by the Grantors under the Security Agreement; 

(ii) it has recorded such security interest on its books and records; 

 

  
 Form of Account Control
Agreement 
 (Deposit Accounts Only) 

- 3 - 








 (iii) as of the date hereof it has received no notice of any other security
interest or any Order in respect of any Account or any other Collateral (except for the interest of the Bank contemplated by this Agreement); and 

(iv) it will advise the Administrative Agent in writing promptly following its receipt of notice of any such other
security interest or Order; 
 (d) it will not advance any credit against any Account or any Collateral in any Account; 

(e) it will not agree with any person or entity (other than a Grantor or the Administrative Agent) that it will comply (and it shall not
comply) with any withdrawal, transfer, payment, or redemption instruction or other order, from such other person or entity concerning any Account; and 

(f) it will not offset against any Account, except as permitted under Section 4(a) of this Agreement. 

4. (a) The Bank may charge each Account of any Grantor for all returned checks of such Grantor, all service charges, and other fees and
charges associated with such Account as provided in the applicable Account Agreement and all other amounts due to the Bank from any Grantor under Sections 4(b), 7(a) and 8 of this Agreement. 

(b) If the balances in any Account of any Grantor are not sufficient to compensate the Bank for any fees or charges due to the Bank under the
applicable Account Agreement in respect of such Account or any other amounts due to the Bank pursuant to Sections 7(a) and 8 of this Agreement, each Grantor jointly and severally agrees to pay Bank on demand the amount due Bank. A
Grantor will have breached this Agreement if such Grantor has not paid the Bank, within 30 days after any such demand, the amount due Bank. 

(c) If the Grantors have breached their obligations to the Bank pursuant to Section 4(b) of this Agreement at any time during the
Activation Period, then the Administrative Agent shall pay the Bank (i) the amount of any unpaid fees or other charges in respect to any Account under the applicable Account Agreement incurred during the Activation Period and (ii) if any
amount in respect any returned check, draft or other order for payment shall have been transferred by the Bank to the Administrative Agent during the Activation Period pursuant to Section 2(c) of this Agreement, the amount in respect of
any such returned item so received by the Administrative Agent. The Administrative Agent will have breached this Agreement if the Administrative Agent has not paid any such amount to the Bank within 30 days after any such demand. 

5. Termination of this Agreement shall be as follows: 

(a) (i) The Bank may terminate this Agreement upon 30 days’ prior written notice to the Administrative Agent and the Grantors’
Agent. 

  
 Form of Account Control
Agreement 
 (Deposit Accounts Only) 

- 4 - 








 (ii) The Administrative Agent may terminate this Agreement upon 30 days’
prior written notice to the Grantors’ Agent and the Bank. 
 (iii) The Grantors may not terminate this Agreement except
with the prior written consent of the Administrative Agent and upon 30 days’ prior written notice to the Bank. 
 (b) Notwithstanding
subsection 5(a), the Bank may terminate this Agreement upon 10 Business Days’ prior written notice to the Grantors’ Agent and the Administrative Agent if: (i) any Grantor or the Administrative Agent breaches any of the terms of this
Agreement; (ii) any Grantor breaches any other agreement with the Bank or any agreement involving the borrowing of money or extension of credit; (iii) any Grantor liquidates, dissolves, merges with or into or consolidates with another
entity or sells, leases or disposes of a substantial portion of its business or assets; (iv) any Grantor terminates its business, fails generally or admits in writing its inability to pay its debts as they become due; any bankruptcy,
reorganization, arrangement, insolvency, dissolution or similar proceeding is instituted with respect to such Grantor; any Grantor makes any assignment for the benefit of creditors or enters into any composition with creditors or takes any action in
furtherance of any of the foregoing; or (v) any material adverse change occurs in any Grantor’s financial condition, results of operations or ability to perform its obligations under this Agreement. Grantors’ Agent shall promptly give
written notice to Bank of the occurrence of any of the foregoing events. 
 (c) Upon any termination of this Agreement, the Bank shall
close each Account and transfer all funds in the Accounts (i) if during the Activation Period, to the Collateral Account designated in writing by the Administrative Agent to the Bank pursuant to Section 2(c) (or otherwise) and
(ii) at all other times, as directed by the Grantors’ Agent in writing with a copy to the Administrative Agent. 
 6. (a) The
Bank will not be liable to any Grantor or the Administrative Agent for any expense, claim, loss, damage or cost (“Damages”) arising out of or relating to its performance under this Agreement other than those Damages which result
directly from its acts or omissions constituting negligence. 
 (b) In no event will the Bank be liable for any special, indirect,
exemplary or consequential damages, including but not limited to lost profits. 
 (c) The Bank will be excused from failing to act or delay
in acting, and no such failure or delay shall constitute a breach of this Agreement or otherwise give rise to any liability of the Bank, if (i) such failure or delay is caused by circumstances beyond Bank’s reasonable control, including
but not limited to legal constraint, emergency conditions, action or inaction of governmental, civil or military authority, fire, strike, lockout or other labor dispute, war, riot, theft, flood, earthquake or other natural disaster, breakdown of
public or private or common carrier communications or transmission facilities, equipment failure, or act, negligence or default of any Grantor or Administrative Agent or (ii) such failure or delay resulted from Bank’s reasonable belief
that the action would have violated any guideline, rule or regulation of any governmental authority. 

  
 Form of Account Control
Agreement 
 (Deposit Accounts Only) 

- 5 - 








 (d) Except with respect to obligations and duties expressly provided in this Agreement, this
Agreement shall not impose or create any obligations or duties upon the Bank that are greater than or in addition to those provided in the Account Agreements. 

(e) The Bank may act upon any instrument or other writing believed by it in good faith to be genuine and to have been signed or presented by
a person purporting to be an authorized officer of a Grantor or the Administrative Agent, as the case may be. 
 (f) If in doubt as to its
duties and responsibilities hereunder, the Bank may consult with counsel of its choice and shall be protected in any action taken or omitted to be taken in connection with the advice or opinion of such counsel. 

7. (a) Each Grantor shall jointly and severally indemnify Bank against, and hold it harmless from, any and all liabilities, claims,
costs, expenses and damages of any nature (including but not limited to reasonable attorneys’ fees and expenses incurred in enforcing this Agreement) in any way arising out of or relating to disputes or legal actions concerning this Agreement.
This section does not apply to any cost or damage attributable to the gross negligence or intentional misconduct of Bank. Grantors’ obligations under this section shall survive termination of this Agreement. 

(b) To the extent the Grantors shall fail to fully indemnify the Bank pursuant to Section 7(a) of this Agreement, the
Administrative Agent shall indemnify the Bank against, and hold it harmless from, any and all liabilities, claims, costs, expenses and damages of any nature (including but not limited to reasonable attorneys’ fees and expenses incurred in
enforcing this Section 7(b)) in any way arising out of or relating to the Bank complying with instructions or requests of the Administrative Agent during the Activation Period. This section does not apply to any cost or damage
attributable to the gross negligence or intentional misconduct of Bank. The Administrative Agent’s obligations under this section shall survive termination of this Agreement. 

8. Each Grantor agrees to pay to the Bank, upon receipt of Bank’s invoice, all reasonable costs, expenses and reasonable attorneys’
fees and expenses incurred by Bank in connection with the enforcement of this Agreement and any instrument or agreement required hereunder, including but not limited to any such reasonable costs, expenses and fees arising out of the resolution of
any conflict, dispute, motion regarding entitlement to rights or rights of action, or other action to enforce Bank’s rights hereunder in a case arising under Title 11, United States Code. Each Grantor agrees to pay Bank, upon receipt of
Bank’s invoice, all costs, expenses and reasonable attorneys’ fees incurred by Bank in the preparation and administration of this Agreement (including any amendments hereto or instruments or agreements required hereunder). 

9. Each Grantor represents and warrants that: (a) this Agreement constitutes its duly authorized, legal, valid, binding and enforceable
obligation, subject to bankruptcy laws and equitable principles; (b) the performance of its obligations under this Agreement and the consummation of the transactions contemplated hereunder will not (i) constitute or result in a breach of
its certificate or articles of incorporation, by-laws or partnership agreement, as applicable, or the provisions of any material contract to which it is a party or by which it is bound or (ii) result in the violation of any law, regulation,
judgment, decree or governmental order applicable to it; (c) all approvals and authorizations required to permit the execution, delivery, performance and consummation of this Agreement and the transactions contemplated hereunder have been
obtained; and (d) it has not assigned or granted a security interest in any Account or any other Collateral, except to Administrative Agent and the Bank as contemplated by this Agreement and the applicable Account Agreement. 

  
 Form of Account Control
Agreement 
 (Deposit Accounts Only) 

- 6 - 








 10. In addition to the original statements, which will be provided to Grantors’ Agent on
behalf of the applicable Grantor, Bank will provide Administrative Agent with a duplicate statement and such other account information reasonably requested by Administrative Agent relative to any Account and credit balances therein. Each Grantor
authorizes Bank to provide any account information requested by Administrative Agent. 
 11. This Agreement may be amended only by a writing
signed by each Grantor, Administrative Agent and Bank; except that prior to the Activation Period Bank’s charges pursuant to each Account Agreement are subject to change by Bank upon 30 days’ prior written notice to Grantors’ Agent,
with a copy to the Administrative Agent. 
 12. This Agreement may be executed in counterparts; all such counterparts shall constitute but
one and the same agreement. 
 13. Any written notice or other written communication to be given to each party under this Agreement shall be
addressed to the person at the address set forth on the signature page of this Agreement or to such other person or address as a party may specify in writing. Except as otherwise expressly provided herein, any such notice shall be effective upon
receipt. 
 14. This Agreement controls in the event of any conflict between this Agreement and any other document or written or oral
statement. This Agreement supersedes all prior understandings, writings, proposals, representations and communications, oral or written, of any party relating to the subject matter hereof. 

15. No Grantor or the Administrative Agent may assign any of its rights under this Agreement without the prior written consent of Bank. 

16. Nothing contained in the Agreement shall create any agency, fiduciary, joint venture or partnership relationship between any Grantor,
Administrative Agent and Bank. 
 17. This Agreement shall be interpreted in accordance with New York law. 

[Signatures follow.] 

  
 Form of Account Control
Agreement 
 (Deposit Accounts Only) 

- 7 - 








 IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized
officers as of the day and year first above written. 
  

							
	INTEGRA LIFESCIENCES HOLDINGS	 		 	Address for notices to any Grantor:
	CORPORATION	 		 	c/o Integra LifeSciences Holdings
	(“Grantor”)	 		 	Corporation
			
		 		 	 
				
	By:	 	 	 		 	 
		 	Name:	 		 	Attention:
		 	Title:	 		 	Telephone:
		 		 		 	Facsimile:

  

			
	[NAME OF OTHER GRANTOR]
	(“Grantor”)
		
	By:	 	 
		 	Name:
		 	Title:

  

							
	BANK OF AMERICA, N.A.,	 		 	Address for notices to
	        as Administrative Agent	 		 	Administrative Agent:
	        (“Administrative Agent”)	 		 	 
				
	By:	 	 	 		 	 
		 	Name:	 		 	Attention:
		 	Title:	 		 	Telephone:
		 		 		 	Facsimile:

  

							
	[NAME OF BANK]	 		 	Address for notices to Bank:
	(“Bank”)	 		 	 
				
	By:	 	 	 		 	 
		 	Name:	 		 	Attention:
		 	Title:	 		 	Telephone:
		 		 		 	Facsimile:


  
 Signature Page 

Form of Account Control Agreement 

(Deposit Accounts Only) 








 ATTACHMENT I 

Account Control Agreement 

[Letterhead of Bank of America, N.A.] 

as Administrative Agent] 
  

	To:	[Name of Bank] 

  

					
		  	 	  	

 Attention: 
  

	 	Re:	Integra LifeSciences Holdings Corporation 

 Ladies and Gentlemen: 

Reference is made to the Account Control Agreement dated as of             
    ,          (the “Agreement”), among Integra LifeSciences Holdings Corporation and certain of its subsidiaries, the undersigned and you regarding the
accounts (the “Accounts”) described in Schedule 1 hereto. In accordance with Section 2 of the Agreement, we hereby give you notice of our exercise of control of each Account and we hereby instruct you to transfer all collected
and available credit balances maintained therein in excess of the Retained Balance (as defined in the Agreement) to the following account: 
  

							
	 	 	Name:	  	Bank of America, N.A.	  	 
		 	Location:	  		  	
		 	ABA No.:	  	 	  	
		 	Account No:	  	 	  	
		 	Reference:	  	Bank of America, N.A.,	  	
		 		  	as Administrative Agent/	  	
		 		  	Integra LifeSciences Holdings Corporation
		 		  	Collateral Account	  	

 or otherwise in accordance with Administrative Agent’s instructions. 

 

			
	Very truly yours,
	
	 BANK OF AMERICA, N.A.,

         as Administrative Agent

		
	 By:
	 	 
		 	 Name:

		 	 Title:




  
 Signature Page 

Account Control Agreement 
 (Deposit
Accounts Only) 








 SCHEDULE 1 

to 
 ACCOUNT CONTROL AGREEMENT 

 

							
	 Grantor
	  	 Bank Name and Address

for Account (if different
 from notice
address)
	  	 Account Name
	  	 Account Number

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  

		  		  		  	
	  
	  	  
	  	  
	  	  









 EXHIBIT K 

FORM OF PERMITTED ACQUISITION CERTIFICATE 
  

	To:	Bank of America, N.A., as Administrative Agent 

 Ladies and Gentlemen: 

Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of July 2, 2014 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among INTEGRA LIFESCIENCES HOLDINGS CORPORATION, a Delaware corporation (the
“Borrower”), the Lenders from time to time party thereto (the “Lenders”) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. 

The undersigned Responsible Officer hereby certifies, solely in his/her capacity as an officer of the Borrower, as of the date hereof that
he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: 
 1. The
Acquisition (as described on Schedule 1 hereto) is a Permitted Acquisition. 
 [Include the following paragraphs for Acquisitions
in excess $50,000,000.] 
 2. After giving effect to the Acquisition on a Pro Forma Basis, the Borrower and its Consolidated
Subsidiaries are in compliance with Section 7.17. 
 3. The calculations and analysis of Borrower’s and its Consolidated
Subsidiaries’ compliance, on a Pro Forma Basis, with Section 7.17 set forth on Schedule 2 attached hereto, other than with respect to any Permitted Cost Savings, are true and accurate in all material respects on and as of the
date of this Certificate. Any Permitted Cost Savings reflected on Schedule 2 are reasonably expected to be realized within eighteen (18) months after the Acquisition. 

4. The Permitted Cost Savings included in the calculations and analysis set forth on Schedule 2 attached hereto either (a) have
been determined by the Company to be permitted to be included as pro forma adjustments under Regulation S-K or Regulation S-X or (b) are otherwise permitted under clause (b) of the definition of “Permitted Cost Savings”
found in the Credit Agreement. 
 5. The representations and warranties of the Borrower and each other Loan Party contained in Article
V of the Credit Agreement or any other Loan Document (other than any such representations identified by Lenders providing the financing for the Acquisition) are true and correct in all material respects on and as of the date of hereof, except
those representations and warranties made as of a certain date, which shall remain true and correct in all material respects as of such date. 
  

  
 Form of Permitted
Acquisition Certificate 
 K-1 








 6. The Person to be acquired in the Acquisition, the location and type of operations and key
management are described on Schedule 3 attached hereto except to the extent such information has been previously provided to the Administrative Agent. 

IN WITNESS WHEREOF, the undersigned Responsible Officer has executed this Certificate solely in his/her capacity as an officer of the
Borrower as of                     ,
                    . 
  

			
	INTEGRA LIFESCIENCES HOLDINGS
	 CORPORATION, a Delaware corporation

		
	By:	 	 
	Name:	 	 
	Title:	 	[Responsible Officer]


  

  
 Form of Permitted
Acquisition Certificate 
 K-2 








 EXHIBIT L-1 

[FORM OF] 
 U.S. TAX
COMPLIANCE CERTIFICATE 
 (For Foreign Lenders That Are Not Partnerships 

For U.S. Federal Income Tax Purposes) 

Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of July 2, 2014 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among INTEGRA LIFESCIENCES HOLDINGS CORPORATION, a Delaware corporation (the
“Borrower”), the Lenders from time to time party thereto (the “Lenders”) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Pursuant to the provisions of Section 3.01 of the
Credit Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (b) it is not a
bank within the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (d) it is not a controlled foreign corporation
related to the Borrower as described in Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished the Administrative Agent and
the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall promptly so inform
the Borrower and the Administrative Agent, and (b) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which
each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 
 Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
  

			
	[NAME OF FOREIGN LENDER]
		
	 By:
	 	 
	 Name:
	 	 
	 Title:
	 	 

 Date:                  ,
         

  
 Form of U.S. Tax
Compliance Certificate 
 L-1-1 








 EXHIBIT L-2 

[FORM OF] 
 U.S. TAX
COMPLIANCE CERTIFICATE 
 (For Foreign Participants That Are Not Partnerships 

For U.S. Federal Income Tax Purposes) 

Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of July 2, 2014 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among INTEGRA LIFESCIENCES HOLDINGS CORPORATION, a Delaware corporation (the
“Borrower”), the Lenders from time to time party thereto (the “Lenders”) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Pursuant to the provisions of Section 3.01 of the
Credit Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (b) it is not a bank within the meaning of
Section 881(c)(3)(A) of the Code, (c) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (d) it is not a controlled foreign corporation related to the Borrower as
described in Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished its participating Lender with a certificate of its
non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (b) the
undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years
preceding such payments. 
 Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement. 
  

			
	[NAME OF PARTICIPANT]
		
	 By:
	 	 
	 Name:
	 	 
	 Title:
	 	 

 Date:                  ,
         

  
 Form of U.S. Tax
Compliance Certificate 
 L-2-1 








 EXHIBIT L-3 

[FORM OF] 
 U.S. TAX
COMPLIANCE CERTIFICATE 
 (For Foreign Participants That Are Partnerships 

For U.S. Federal Income Tax Purposes) 

Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of July 2, 2014 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among INTEGRA LIFESCIENCES HOLDINGS CORPORATION, a Delaware corporation (the
“Borrower”), the Lenders from time to time party thereto (the “Lenders”) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Pursuant to the provisions of Section 3.01 of the
Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the participation in respect of which it is providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners
of such participation, (c) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or
business within the meaning of Section 881(c)(3)(A) of the Code, (d) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and
(e) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. 

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its
partners/members that is claiming the portfolio interest exemption: (a) an IRS Form W-8BEN or (b) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender
and (ii) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two
calendar years preceding such payments. 
 Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have
the meanings given to them in the Credit Agreement. 
  

			
	[NAME OF PARTICIPANT]
		
	 By:
	 	 
	 Name:
	 	 
	 Title:
	 	 

 Date:                  ,
         

  
 Form of U.S. Tax
Compliance Certificate 
 L-3-1 








 EXHIBIT L-4 

[FORM OF] 
 U.S. TAX
COMPLIANCE CERTIFICATE 
 (For Foreign Lenders That Are Partnerships 

For U.S. Federal Income Tax Purposes) 

Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of July 2, 2014 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among INTEGRA LIFESCIENCES HOLDINGS CORPORATION, a Delaware corporation (the
“Borrower”), the Lenders from time to time party thereto (the “Lenders”) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Pursuant to the provisions of Section 3.01 of the
Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (b) its direct or indirect
partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (c) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the
undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code,
(d) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (e) none of its direct or indirect partners/members is a controlled foreign
corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished the
Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (a) an IRS Form W-8BEN or (b) an IRS Form W-8IMY
accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (i) if the information provided on
this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (ii) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and
currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 
  

			
	[NAME OF LENDER]
		
	 By:
	 	 
	 Name:
	 	 
	 Title:
	 	 

 Date:                  ,
         

  
 Form of U.S. Tax
Compliance Certificate 
 L-4-1