Exhibit 10.1


 




	
  

  	
  EXECUTION
  VERSION AMENDMENT NO. 3 TO CREDIT AGREEMENT Amendment No. 3 to Credit
  Agreement dated as of August 1, 2014 (this “Third Amendment”) among
  ALTISOURCE SOLUTIONS S.À R.L., a private limited liability company (société à
  responsabilité limitée) organized and established under the laws of the Grand
  Duchy of Luxembourg, having its registered office at 40, Avenue Monterey,
  L-2163 Luxembourg, Grand Duchy of Luxembourg, having a share capital of USD
  21,463,001 and registered with the Luxembourg Trade and Companies register
  under number B 147268 (the “Borrower”), ALTISOURCE PORTFOLIO SOLUTIONS S.A.,
  a public limited liability company (société anonyme) organized and
  established under the laws of the Grand Duchy of Luxembourg, having its registered
  office at 40, Avenue Monterey, L-2163 Luxembourg, Grand Duchy of Luxembourg
  and registered with the Luxembourg Trade and Companies register under number
  B 72391 (“Holdings”), BANK OF AMERICA, N.A., as lender (the “Incremental Term
  Lender”), BANK OF AMERICA, N.A., as Administrative Agent under the Credit
  Agreement referred to below (in such capacity, the “Administrative Agent”)
  and the Administrative Agent for and on behalf of the Consenting Lenders (as
  defined below). The Borrower, Holdings, the lenders from time to time party
  thereto and the Administrative Agent are parties to a Credit Agreement dated
  as of November 27, 2012 (as amended, restated, supplemented or otherwise
  modified from time to time prior to the date hereof, including by that
  certain Amendment No. 1 to Credit Agreement, dated as of May 7, 2013, and by
  that certain Amendment No. 2 to Credit Agreement, dated as of December 9,
  2013, the “Credit Agreement”). Pursuant to Section 2.12(a) of the Credit
  Agreement, the Borrower has requested that the Incremental Term Lender
  provide Incremental Term Loan Commitments. In accordance with Section 2.12(b)
  of the Credit Agreement, the Incremental Term Lender has elected to provide
  Incremental Term Loan Commitments on the terms and conditions set forth herein.
  In addition to amendments to implement the Incremental Term Loans, the
  Borrower has requested that the Lenders agree to certain other amendments to
  the Credit Agreement (the Lenders so consenting to such amendments to the
  Credit Agreement set forth in this Third Amendment, the “Consenting
  Lenders”), and each of the Consenting Lenders have agreed, subject to the
  terms and conditions set forth herein, to amend the Credit Agreement as
  herein provided. Accordingly, the parties hereto hereby agree as follows:
  ARTICLE I DEFINITIONS Section 1.01 Definitions. All capitalized terms used
  herein and not otherwise defined herein shall have the meanings ascribed
  thereto in the Credit Agreement, as amended by and after giving effect to
  this Third Amendment (the “Amended Credit Agreement”). ARTICLE II INCREMENTAL
  TERM LOAN COMMITMENT Section 2.01 Incremental Term Loan Commitment. The
  Incremental Term Lender hereby agrees to establish Third Amendment
  Incremental Term Loan Commitments pursuant to which the Incremental Term
  Lender will provide Third Amendment Incremental Term Loans on the Third
  Amendment Effective Date on the terms and conditions set forth herein and in
  the amount set forth opposite its name on Annex I attached hereto. Third
  Amendment Incremental Term Loan Commitments and Third Amendment Incremental
  Term Loans shall be subject to all of the terms and conditions set

  






 















	
  

  	
  forth in the
  Amended Credit Agreement, including, without limitation, Section 2.12. Third
  Amendment Incremental Term Loans shall be Term B Loans and shall, for all
  purposes of this Third Amendment and the other Loan Documents, be subject to
  all the terms and conditions set forth in the Amended Credit Agreement
  applicable to the Term B Loans. For the avoidance of doubt and without
  limiting the generality of the foregoing, (i) the Third Amendment Incremental
  Term Loans shall bear interest at the rates applicable to the Term B Loans
  from time to time and (ii) the Term Facility Maturity Date of the Third
  Amendment Incremental Term Loans shall be the Term B Facility Maturity Date.
  ARTICLE III AMENDMENTS TO THE CREDIT AGREEMENT Section 3.01 Amendments. (a)
  The Credit Agreement is hereby amended to delete the stricken text (indicated
  textually in the same manner as the following example: stricken text) and to
  add the double-underlined text (indicated textually in the same manner as the
  following example: double-underlined text) as set forth in the pages of the
  Credit Agreement attached hereto as Exhibit A. (b) The form of Compliance
  Certificate attached as Exhibit C to the Credit Agreement is hereby amended
  to delete the stricken text (indicated textually in the same manner as the
  following example: stricken text) and to add the double-underlined text
  (indicated textually in the same manner as the following example:
  double-underlined text) as set forth in the pages of the Credit Agreement
  attached hereto as Exhibit B. ARTICLE IV JOINDER OF LUX HOLDCO Section 4.01
  Joinder. Holdings hereby covenants and agrees that, within 10 Business Days
  of the date on which the Permitted Lux Contribution becomes effective (or
  such later date as may be agreed to by the Administrative Agent in its sole
  discretion), it shall: (a) Cause written notice under Section 6.09(c) of the
  Amended Credit Agreement with respect to Lux Holdco to be delivered to the
  Collateral Agent. (b) Cause Lux Holdco to become a Subsidiary Guarantor under
  the Amended Credit Agreement and a Grantor under and as defined in the
  Security Agreement. (c) Take all such actions and execute and deliver, or cause
  to be executed and delivered, all such documents, instruments, agreements,
  and certificates as are similar to those described in Section 5.02(c), (d)
  and (i) of the Amended Credit Agreement. ARTICLE V CONDITIONS TO
  EFFECTIVENESS Section 5.01 Conditions to Effectiveness of this Third
  Amendment. This Third Amendment, the funding of the Third Amendment
  Incremental Term Loans pursuant hereto and each of the amendments to the
  Credit Agreement contained herein shall become effective on the date (the
  “Third Amendment Effective Date”) on which the following conditions precedent
  are satisfied (or waived): (a) Execution and Delivery of this Third Amendment
  and Amendments to the Luxembourg Security Agreements. The Administrative
  Agent shall have received counterparts of (i) this

  






 















	
  

  	
  Third Amendment
  duly executed by the Borrower, Holdings, the Incremental Term Lender, the
  Administrative Agent and the Administrative Agent for and on behalf of the
  Consenting Lenders and (ii) the amendments to the Luxembourg Security Agreements
  duly executed by the Luxembourg Parties party thereto and the Collateral
  Agent, in form and substance reasonably satisfactory to the Administrative
  Agent. (b) Acknowledgement. The Administrative Agent shall have received
  counterparts of an Acknowledgement and Agreement, substantially in the form
  of Exhibit C hereto, duly executed by each of the Persons (other than the
  Borrower and Holdings) who are or are required by the Loan Documents to be
  Loan Parties. (c) Payment of Fees. All fees required to be paid and costs and
  expenses, in each case, due to the Administrative Agent and its affiliates,
  the Lead Arrangers and the Lenders (including (i) fees set forth in the Third
  Amendment Engagement Letter and (ii) a fee to the Administrative Agent for the
  ratable accounts of the Consenting Lenders equal to 0.125% of the aggregate
  amount of such Term B Loans outstanding immediately prior to the Third
  Amendment Effective Date) shall have been paid; provided that any fees may be
  paid by being netted out of the proceeds of the Third Amendment Incremental
  Term Loans. (d) Counsel Fees. Fried, Frank, Harris, Shriver & Jacobson
  LLP (“Fried Frank”) and Arendt & Medernach – Avocats (“Arendt”) shall
  have received full payment from the Borrower of the fees and expenses of
  Fried Frank and Arendt described in Section 7.06 of this Third Amendment. (e)
  Deliverables. The Administrative Agent’s receipt of the following, each of
  which shall be originals or pursuant to electronic transmission (followed
  promptly by originals) unless otherwise specified, each properly executed by
  an Authorized Officer of the signing Loan Party, each dated the Third
  Amendment Effective Date (or, in the case of certificates of governmental
  officials, a recent date before the Third Amendment Effective Date) and each
  in form and substance reasonably satisfactory to the Administrative Agent:
  (i) if requested by the Incremental Term Lender, a Note executed by the
  Borrower in favor of the Incremental Term Lender evidencing the Third
  Amendment Incremental Term Loans of the Incremental Term Lender; (ii) a
  certificate as to the good standing (to the extent such concept or a similar
  concept exists under the laws of each applicable jurisdiction) of each Loan
  Party in the domestic jurisdiction of such Loan Party as of a recent date
  and, with respect to each Luxembourg Party, a negative certificate issued by
  the Luxembourg Register of Commerce and Companies; (iii) a certificate of the
  Secretary or Assistant Secretary or similar officer or a manager of each Loan
  Party dated the Third Amendment Effective Date and certifying: (A) that
  either (1) attached thereto is a true, correct and complete copy of the
  certificate or articles of incorporation, certificate of formation or
  articles of association (to the extent such concept or a similar concept
  exists under the laws of each applicable jurisdiction), including all
  amendments thereto, of such Loan Party or (2) such Loan Party’s certificate
  or articles of incorporation, certificate of formation or articles of
  association (to the extent such concept or a similar concept exists under the
  laws of each applicable jurisdiction), which was previously delivered to the
  Administrative Agent

  






 















	
  

  	
  continues to be
  in full force and effect and has not been rescinded, amended, repealed or
  otherwise modified since such delivery date; (B) that attached thereto, with
  respect to each Luxembourg Party, is a true, correct and complete copy of an
  excerpt issued by the Luxembourg Trade and Companies Register; (C) that
  either (1) attached thereto is a true, correct and complete copy of the
  by-laws (or limited liability company agreement or other equivalent governing
  documents) of such Loan Party which were at the time of adoption of the
  resolutions described in (C) below and are on and as of the Third Amendment
  Effective Date in full force and effect or (2) such Loan Party’s by-laws (or
  limited liability company agreement or other equivalent governing documents)
  which were previously delivered to the Administrative Agent continues to be
  in full force and effect and has not been rescinded, amended, repealed or
  otherwise modified since such delivery date; (D) that attached thereto is a
  true and complete copy of resolutions duly adopted by the board of directors
  or managers (or equivalent governing body) of such Loan Party (or its
  managing general partner or managing member) authorizing the execution,
  delivery and performance of the Third Amendment Documents (as defined in
  Section 6.01) to which such Loan Party is a party, and that such resolutions
  have not been modified, rescinded or amended and are in full force and effect
  on the Third Amendment Effective Date; (E) that the certificate or articles
  of incorporation, certificate of formation or articles of association of such
  Loan Party described in (A) above has not been amended since the date of the
  last amendment thereto disclosed pursuant to (A) above; and (F) as to the
  incumbency and specimen signature of each officer, manager, or other
  representative executing any Third Amendment Document or any other document
  delivered in connection herewith on behalf of such Loan Party; (iv) (i) a
  certificate of another officer or manager as to the incumbency and specimen
  signature of the Secretary or Assistant Secretary or similar officer or
  manager executing the certificate pursuant to clause (iii) above (which may,
  for the avoidance of doubt, be included as a part of such certificate
  delivered pursuant to clause (iii) above) or (ii) or a certification from an
  Authorized Officer of such Loan Party that the Secretary or Assistant
  Secretary or similar officer listed on the incumbency certificate delivered
  as a part of the Secretary’s Certificate of such Loan Party previously
  delivered to the Administrative Agent prior to the Third Amendment Effective
  Date are and continue to be authorized to act on behalf of such Loan Party in
  connection with the Third Amendment and the other Loan Documents to which
  such Loan Party is a party; (v) a favorable written opinion of (i) Hunton
  & Williams LLP, special counsel to the Loan Parties, (ii) Kevin J.
  Wilcox, general counsel to Holdings, (iii) Nauta Dutilh, special Luxembourg
  counsel to Holdings and the Borrower and (iv) Arendt, special Luxembourg
  counsel to the Administrative Agent, in each case (A) dated the Third
  Amendment Effective Date, (B) addressed to the Administrative Agent and the
  Incremental Term Lender and (C) in form and substance reasonably satisfactory
  to the Administrative Agent and covering such matters as the Administrative
  Agent shall reasonably request;

  






 















	
  

  	
  (vi) a
  certificate signed by an Authorized Officer of the Borrower certifying that
  (i) the conditions precedent set forth in Section 5.01(b) and (c) of the
  Credit Agreement shall have been satisfied both immediately before and after
  giving effect to this Third Amendment and the Third Amendment Incremental
  Term Loans and (ii) the Senior Secured Leverage Ratio determined in
  accordance with Section 7.07 of the Credit Agreement is equal to or less than
  3.00 to 1.00 as of the last day of the Fiscal Quarter most recently ended
  immediately prior to and after giving effect to the incurrence of Third
  Amendment Incremental Term Loans, together with supporting calculations; and
  (vii) a certificate signed by the chief financial officer or manager of the
  Borrower attesting to and demonstrating that each of the Borrower,
  individually, and the Loan Parties, taken as a whole, was Solvent and would
  be Solvent immediately before and after giving effect to the incurrence of
  the Third Amendment Incremental Term Loans. (f) Representations and
  Warranties. The representations and warranties set forth in Section 6.01 of
  this Third Amendment and any other Loan Document shall be true and correct in
  all material respects as of such date, as applicable, with the same effect as
  though made on and as of such date, except to the extent such representations
  and warranties expressly relate to an earlier date (in which case such
  representations and warranties shall be true and correct in all material
  respects as of such earlier date). (g) Notices Required by Section 2.12 of
  the Credit Agreement. All notices required for Incremental Term Loans shall
  have been delivered as required by Section 2.12(a) of the Credit Agreement.
  (h) Borrowing Request. The Administrative Agent shall have received a Borrowing
  Request requesting the borrowing of Third Amendment Incremental Term Loans on
  the Third Amendment Effective Date in accordance with the requirements of
  Section 2.03 of the Credit Agreement; provided that the Administrative Agent,
  in its reasonable discretion, may shorten notice periods required by Section
  2.03 of the Credit Agreement. Section 5.02 Effects of this Third Amendment.
  (a) On the Third Amendment Effective Date, the Credit Agreement will be
  automatically amended to reflect the amendments thereto provided for in this
  Third Amendment. The rights and obligations of the parties hereto shall be
  governed (i) prior to the Third Amendment Effective Date, by the Credit
  Agreement and (ii) on and after the Third Amendment Effective Date, by the
  Amended Credit Agreement. Once the Third Amendment Effective Date has
  occurred, each reference in the Credit agreement to “this Agreement”,
  “hereunder”, “hereof” or words of like import referring to the Credit
  Agreement and all references to the Credit Agreement in any document,
  instrument, agreement, or writing shall be deemed to refer to the Amended
  Credit Agreement. (b) Other than as specifically provided herein, this Third
  Amendment shall not operate as a waiver or amendment of any right, power or
  privilege of the Administrative Agent or any Lender under the Credit
  Agreement or any other Loan Document or of any other term or condition of the
  Credit Agreement or any other Loan Document, nor shall the entering into of
  this Third Amendment preclude the Administrative Agent and/or any Lender from
  refusing to enter into any further waivers or amendments with respect
  thereto. This Third Amendment is not intended by any of the parties hereto to
  be interpreted as a course of dealing which would in any way impair the
  rights or remedies of the Administrative Agent or any Lender except as
  expressly stated herein, and no Lender shall have any obligation to extend
  credit to the Borrower other than pursuant to the strict terms of the Credit
  Agreement

  






 















	
  

  	
  and the other
  Loan Documents, as amended or supplemented to date (including by means of
  this Third Amendment). (c) For the purpose of Luxembourg law (including
  article 1278 of the Luxembourg Civil Code), the provisions of any Security
  Document governed by Luxembourg law and the first ranking security interests
  created thereunder shall continue in full force and effect and shall be
  preserved for the benefit of the Collateral Agent. The first ranking security
  interests created under any Security Document governed by Luxembourg law shall
  secure the Obligations, as resulting from the Loan Documents and the Credit
  Agreement (as amended, supplemented, restated, extended or novated (in each
  case, however fundamentally and of whatsoever nature) from time to time in
  the past or in the future). ARTICLE VI REPRESENTATIONS AND WARRANTIES Section
  6.01 Representations and Warranties of the Borrower. In order to induce the
  Incremental Term Lender to commit to provide Third Amendment Incremental Term
  Loans and the Administrative Agent and the Incremental Term Lender to enter
  into this Third Amendment, the Borrower represents and warrants, as of the
  Third Amendment Effective Date, that: (a) each Loan Party party hereto or
  thereto has all requisite power and authority to enter into the Third
  Amendment and the other Loan Documents required to be delivered hereunder
  (collectively, the “Third Amendment Documents”) to which it is a party and to
  carry out the transactions contemplated thereby; (b) the execution, delivery
  and performance of each of the Third Amendment Documents have been duly
  authorized by all necessary action on the part of each Loan Party that is a
  party thereto and on the part of the respective shareholders, members or
  other equity security holders of each Loan Party; (c) the execution, delivery
  and performance by the Loan Parties of the Third Amendment Documents to which
  they are parties and the consummation of the transactions contemplated
  thereby do not and shall not require any registration with, consent or
  approval of, or notice to, or other action to, with or by, any Governmental
  Authority (other than any filings or reports required under the securities
  laws) except as otherwise set forth in the Third Amendment Documents and
  except for filings and recordings with respect to the Collateral to be made,
  or otherwise delivered to the Collateral Agent for filing and/or recordation;
  (d) each Third Amendment Document has been duly executed and delivered by
  each Loan Party that is a party thereto and is the legally valid and binding
  obligation of such Loan Party, enforceable against such Loan Party in
  accordance with its respective terms, except as may be limited by bankruptcy,
  insolvency, reorganization, moratorium or similar laws of general
  applicability relating to or limiting creditors’ rights or by equitable
  principles relating to enforceability; and (e) no Default or Event of Default
  has occurred and is Continuing or would result from the Third Amendment or
  the incurrence of the Third Amendment Incremental Term Loans. ARTICLE VII
  MISCELLANEOUS Section 7.01 Headings. Article and Section headings used herein
  are for convenience of reference only, are not part of this Third Amendment
  and shall not affect the construction of, or be taken into consideration in
  interpreting, this Third Amendment. Section 7.02 Execution in Counterparts.
  This Third Amendment 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. Delivery of an executed counterpart of a signature page of this
  Third Amendment by facsimile or other electronic imaging means (e.g. “pdf” or
  “tif”) shall be effective as delivery of a manually executed counterpart of
  this Third Amendment.

  






 















	
  

  	
  Section 7.03
  Successors and Assigns. The provisions of this Third Amendment shall be
  binding upon and inure to the benefit of the parties hereto and their
  respective successors and permitted assigns. Section 7.04 Governing Law;
  Jurisdiction, Etc. (a) Governing Law. THIS THIRD AMENDMENT AND THE OTHER
  THIRD AMENDMENT DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF
  ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF
  OR RELATING TO THIS THIRD AMENDMENT OR ANY OTHER THIRD AMENDMENT DOCUMENT
  (EXCEPT, AS TO ANY OTHER THIRD AMENDMENT DOCUMENT, AS EXPRESSLY SET FORTH
  THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE
  GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
  YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD
  REQUIRE THE APPLICATION OF LAWS OF ANOTHER JURISDICTION. (b) Submission to
  Jurisdiction. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND
  UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR
  PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN
  CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY
  LENDER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS
  THIRD AMENDMENT AND THE OTHER THIRD AMENDMENT DOCUMENTS TO WHICH IT IS A
  PARTY OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN
  THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE
  UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY
  APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY
  AND UNCONDITIONALLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS
  AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING
  MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST
  EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE
  PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR
  PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY
  SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
  THIRD AMENDMENT OR ANY OTHER THIRD AMENDMENT DOCUMENT SHALL AFFECT ANY RIGHT
  THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY
  ACTION OR PROCEEDING RELATING TO THIS THIRD AMENDMENT OR ANY OTHER THIRD
  AMENDMENT DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS
  PROPERTIES IN THE COURTS OF ANY JURISDICTION. (c) Waiver of Venue. THE
  BORROWER AND EACH OTHER LOAN PARTY PARTY HERETO 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 THIRD AMENDMENT OR
  ANY THIRD AMENDMENT 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) Service of
  Process. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE
  MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF THE CREDIT AGREEMENT. NOTHING
  IN THIS THIRD AMENDMENT OR ANY OTHER THIRD AMENDMENT DOCUMENT WILL AFFECT THE
  RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
  APPLICABLE LAW. Section 7.05 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 THIRD AMENDMENT OR ANY OTHER
  THIRD AMENDMENT 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 THIRD AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
  CERTIFICATIONS IN THIS SECTION. Section 7.06 Fees and Expenses. The Borrower
  agrees to pay all reasonable and documented out-of-pocket expenses incurred
  by the Administrative Agent and its affiliates (including, but subject to the
  terms of the Third Amendment Engagement Letter, the reasonable and invoiced
  fees, charges and disbursements of Fried Frank, as U.S. counsel for the
  Administrative Agent, and Arendt, as Luxembourg counsel to the Administrative
  Agent) in connection with the preparation, negotiation, execution, delivery,
  administration and enforcement of this Third Amendment and the other
  documents and instruments referred to herein or contemplated hereby. Section
  7.07 Loan Document Pursuant to Credit Agreement. This Third Amendment is a
  Loan Document executed pursuant to the Credit Agreement and shall be construed,
  administered and applied in accordance with all of the terms and provisions
  of the Credit Agreement (and, following the effectiveness hereof, the Amended
  Credit Agreement). Section 7.08 Incremental Assumption Agreement Pursuant to
  Credit Agreement. This Third Amendment shall constitute an Incremental
  Assumption Agreement for all purposes of the Amended Credit Agreement and the
  other Loan Documents. Section 7.09 Repricing Lead Arrangers. The Borrower and
  the Refinancing Lenders agree that (i) each of Bank of America, N.A. or its
  designated affiliate, J.P. Morgan Securities LLC or its designated affiliate
  (“JPM”), Wells Fargo Securities, LLC or its designated affiliate (“WF”) and,
  in each case, any respective successors thereto (collectively, in such capacity,
  the “Amendment Lead Arrangers”) shall be entitled to the privileges,
  indemnification, immunities and other benefits afforded to the Lead Arrangers
  and, in the case of JPM and WF, the Co-Syndication Agents pursuant to Article
  IX and Section 10.04 of the Amended Credit Agreement and (ii) except as
  otherwise agreed to in writing by the Borrower and the Amendment Lead
  Arrangers, the Amendment Lead Arrangers shall have no duties,
  responsibilities or liabilities with respect to this Third Amendment, the Amended
  Credit Agreement or any other Loan Document. [Signature Pages Follow]

  






 















	
  

  	
  IN WITNESS
  WHEREOF, the signatories hereto have caused this Third Amendment to be
  executed by their respective officers thereunto duly authorized as of the day
  and year first above written. BORROWER: ALTISOURCE SOLUTIONS S.A. R.L. By:
  Name Kevin J. Wilcox Title: Manager HOLDINGS: ALTISOURCE PORTFOLIO SOLUTIONS
  S.A. By: Name: William B. Shepro Title: Chief Executive Officer [Altisource -
  Third Amendment]

  






 















	
  

  	
  ADMINISTRATIVE
  AGENT: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Rosanne
  Parsill Title: Vice President [Altisource - Third Amendment]

  






 















	
  

  	
  INCREMENTAL
  TERM LENDERS: BANK OF AMERICA, N.A., as an Incremental Term Lender By: Name:
  Garrett Carpenter Title: Managing Director [Altisource - Third Amendment]

  






 















	
  

  	
  CONSENTING
  LENDERS: BANK OF AMERICA, N.A., as Administrative Agent, for and on behalf of
  the Consenting Lenders By: Name: Rosanna Parsill Title: Vice President
  [Altisource - Third Amendment]

  






 















	
  

  	
  Exhibit A
  AMENDMENTS TO CREDIT AGREEMENT [Altisource – Third Amendment]

  






 















	
  

  	
  Composite
  Credit Agreement reflecting Amendment No. 1 dated as of May 7, 2013,
  Amendment No. 2 dated as of December 9, 2013 and Amendment No. 3 dated as of
  August 1, 2014 CREDIT AGREEMENT dated as of November 27, 2012 and amended as
  of May 7, 2013 and2013, December 9, 2013 and August 1, 2014 among ALTISOURCE
  SOLUTIONS S.À R.L., as Borrower, ALTISOURCE PORTFOLIO SOLUTIONS S.A., as
  Holdings, THE LENDERS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N.A.,
  as Administrative Agent and Collateral Agent, BANK OF AMERICA, N.A., BARCLAYS
  BANK PLC, CITIGROUP GLOBAL MARKETS INC., and J.P. MORGAN SECURITIES LLC, and
  WELLS FARGO SECURITIES, LLC, as Lead Arrangers 9482345 US\BELLEEV\9482345.1 

  






 















	
  

  	
  Composite Credit
  Agreement reflecting Amendment No. 1 dated as of May 7, 2013, Amendment No. 2
  dated as of December 9, 2013 and Amendment No. 3 dated as of August 1, 2014
  and BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS INC., and J.P. MORGAN
  SECURITIES LLC, and WELLS FARGO SECURITIES, LLC, as Co-Syndication Agents
  9482345 

  






 















	
  

  	
  TABLE OF
  CONTENTS Page ARTICLE I DEFINITIONS Section 1.01. Defined Terms 1 Section
  1.02. Terms Generally 35 Section 1.03. Accounting Terms and Determinations.
  36 Section 1.04. Effectuation of Transactions 36 Section 1.05. Other
  Interpretive Provisions 36 Section 1.06. Currency Equivalents Generally. 37
  ARTICLE II THE CREDITS Section 2.01. Commitments 37 Section 2.02. Loans and
  Borrowings 37 Section 2.03. Requests for Borrowings 38 Section 2.04. Funding
  of Borrowings 39 Section 2.05. Interest Elections 39 Section 2.06. Agreement
  to Repay Loans; Evidence of Debt 40 Section 2.07. Repayment of Term Loans 40
  Section 2.08. Prepayment of Loans. 41 Section 2.09. Fees 47 Section 2.10.
  Interest 47 Section 2.11. Payments Generally; Pro Rata Treatment; Sharing of
  Set offs. 48 Section 2.12. Incremental Commitments 50 Section 2.13.
  Defaulting Lenders. 52 Section 2.14. Refinancing Debt. 53 ARTICLE III TAXES,
  YIELD PROTECTION AND ILLEGALITY Section 3.01. Taxes. 55 Section 3.02.
  Illegality 59 Section 3.03. Inability to Determine Rates 59 Section 3.04.
  Increased Costs. 60 Section 3.05. Compensation for Losses 61 Section 3.06.
  Mitigation Obligations; Replacement of Lenders. 61 Section 3.07. Survival 62
  ARTICLE IV REPRESENTATIONS AND WARRANTIES Section 4.01. Organization and
  Qualification 62 Section 4.02. Due Authorization 62 Section 4.03. Equity
  Interests and Ownership 62 Section 4.04. No Conflict 63 Section 4.05.
  Governmental Consents 63 Section 4.06. Binding Obligation 63 Section 4.07.
  Financial Statements 63 Section 4.08. No Material Adverse Change 63 Section
  4.09. Tax Returns and Payments. 63 Section 4.10. Environmental Matters 64
  9482345 

  






 















	
  

  	
  Table of
  Contents (cont.) Page Section 4.11. Governmental Regulation 64 Section 4.12.
  Employee Matters 64 Section 4.13. ERISA. 65 Section 4.14. Margin Stock 65
  Section 4.15. Solvency 65 Section 4.16. Disclosure 65 Section 4.17. Patriot
  Act; Anti-Corruption 66 Section 4.18. Security Documents 66 Section 4.19.
  Adverse Proceedings; Compliance with Law 66 Section 4.20. Properties 66
  ARTICLE V CONDITIONS OF LENDING Section 5.01. All Borrowings 67 Section 5.02.
  First Borrowing 67 ARTICLE VI AFFIRMATIVE COVENANTS Section 6.01. Financial
  Statements and Other Reports 69 Section 6.02. Existence 72 Section 6.03.
  Payment of Taxes and Claims 72 Section 6.04. Insurance 73 Section 6.05. Books
  and Records; Inspections 73 Section 6.06. Lenders Calls 73 Section 6.07.
  Compliance with Laws 73 Section 6.08. Environmental 73 Section 6.09. Subsidiaries
  74 Section 6.10. Further Assurances 75 Section 6.11. Maintenance of Ratings
  75 Section 6.12. Use of Proceeds 76 Section 6.13. Post Closing Covenants 76
  ARTICLE VII NEGATIVE COVENANTS Section 7.01. Indebtedness 76 Section 7.02.
  Liens 78 Section 7.03. No Further Negative Pledges 80 Section 7.04.
  Restricted Junior Payments 80 Section 7.05. Restrictions on Subsidiary
  Distributions 81 Section 7.06. Investments 81 Section 7.07. Certain
  Calculations. 82 Section 7.08. Fundamental Changes; Disposition of Assets; Acquisitions
  84 Section 7.09. Disposal of Subsidiary Interests 85 Section 7.10. Sales and
  Lease-Backs 85 Section 7.11. Transactions with Shareholders and Affiliates 85
  Section 7.12. Conduct of Business 86 Section 7.13. Modifications of Junior
  Indebtedness 86 Section 7.14. Amendments or Waivers of Organizational
  Documents 86 Section 7.15. Fiscal Year 86 Section 7.16. Certain Activities.
  86 ii 9482345 

  






 















	
  

  	
  Table of
  Contents (cont.) Page ARTICLE VIII EVENTS OF DEFAULT Section 8.01. Events of
  Default 86 Section 8.02. Application of Funds 89 ARTICLE IX THE AGENCY
  PROVISIONS Section 9.01. Appointment and Authority. 89 Section 9.02. Rights
  as a Lender 90 Section 9.03. Exculpatory Provisions 90 Section 9.04. Reliance
  by Administrative Agent 91 Section 9.05. Delegation of Duties 91 Section
  9.06. Resignation of Administrative Agent. 91 Section 9.07. Non-Reliance on
  Administrative Agent and Other Lenders 92 Section 9.08. No Other Duties, Etc
  93 Section 9.09. Administrative Agent May File Proofs of Claim 93 Section 9.10.
  Collateral and Guaranty Matters 93 Section 9.11. Hedge Agreements 94 ARTICLE
  X MISCELLANEOUS Section 10.01. Amendments, Etc 95 Section 10.02. Notices;
  Effectiveness; Electronic Communication. 97 Section 10.03. No Waiver;
  Cumulative Remedies; Enforcement 99 Section 10.04. Expenses; Indemnity;
  Damage Waiver. 100 Section 10.05. Payments Set Aside 102 Section 10.06.
  Successors and Assigns. 102 Section 10.07. Treatment of Certain Information;
  Confidentiality 106 Section 10.08. Platform; Borrower Materials 107 Section
  10.09. Right of Setoff 108 Section 10.10. Interest Rate Limitation 108
  Section 10.11. Counterparts; Integration; Effectiveness 108 Section 10.12.
  Survival of Representations and Warranties 108 Section 10.13. Severability
  109 Section 10.14. Replacement of Lenders 109 Section 10.15. Governing Law;
  Jurisdiction Etc. 110 Section 10.16. Waiver of Jury Trial 111 Section 10.17.
  No Advisory or Fiduciary Responsibility 111 Section 10.18. Electronic
  Execution of Assignments and Certain Other Documents 112 Section 10.19. USA
  Patriot Act Notice 112 Section 10.20. Headings 112 Exhibits: Exhibit A – Form
  of Assignment and Acceptance Exhibit B – Form of Borrowing Request Exhibit C
  – Form of Compliance Certificate Exhibit D – Form of Note Exhibit E –
  Discounted Prepayment Option Notice Exhibit F – Lender Participation Notice
  iii 9482345 

  






 















	
  

  	
  Table of
  Contents (cont.) Page Exhibit G – Discounted Voluntary Prepayment Notice
  Exhibit H – U.S. Tax Compliance Certificate Exhibit I – Form of Guaranty
  Exhibit J – Form of Counterpart Agreement Exhibit K – Form of Intercompany
  Note Exhibit L – Form of Security Agreement Exhibit M – Form of Borrower
  Solvency Certificate Schedules: Schedule 1.01 – Material Subsidiaries
  Schedule 1.02 – Unrestricted Subsidiaries Schedule 2.01 – Commitments and
  Lenders Schedule 4.01 – Loan Parties (Organization) Schedule 4.03 –
  Subsidiaries (Ownership) Schedule 6.13 – Post Closing Actions Schedule 7.01 –
  Indebtedness Schedule 7.02 – Liens Schedule 7.05 – Restrictions on Subsidiary
  Distributions Schedule 7.06 – Investments Schedule 7.11 – Transactions with
  Shareholders and Affiliates Schedule 10.02 – Notices Information iv 9482345 

  






 















	
  

  	
  CREDIT
  AGREEMENT dated as of November 27, 2012 (this “Agreement”), among ALTISOURCE
  PORTFOLIO SOLUTIONS S.A., a public limited liability company (société
  anonyme) organized and established under the laws of the Grand Duchy of
  Luxembourg, having its registered office at 291, route d'Arlon, L-1150
  Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade
  and Companies register under number B 72391 (“Holdings”), ALTISOURCE
  SOLUTIONS S.À R.L., a private limited liability company (société à
  responsabilité limitée) organized and established under the laws of the Grand
  Duchy of Luxembourg, having its registered office at 291, route d'Arlon,
  L-1150 Luxembourg, Grand Duchy of Luxembourg, having a share capital of USD
  21,463,001 and registered with the Luxembourg Trade and Companies register
  under number B 147268 (the “Borrower”), the LENDERS party hereto from time to
  time, BANK OF AMERICA, N.A., as administrative agent and collateral agent (in
  such capacities, the “Administrative Agent”) for the Lenders. WHEREAS, the
  Borrower has requested that the Lenders extend credit in the form of Term B
  Loans on the Borrowing Date in an aggregate principal amount equal to
  $200,000,000; WHEREAS, the proceeds of the Term B Loans will be used for
  general corporate purposes and, among other things, to fund the
  capitalization and separation of certain spin-offs and acquisitions by the
  Borrower and certain of its Subsidiaries; and WHEREAS, the Lenders are
  willing to extend such credit to the Borrower on the terms and subject to the
  conditions set forth herein. NOW, THEREFORE, the parties hereto agree as
  follows: ARTICLE I DEFINITIONS Defined Terms. As used in this Agreement, the
  following terms shall Section 1.01. have the following meanings: “Acceptable
  Discount” has the meaning specified in Section 2.08(a)(iii)(C). “Acceptance
  Date” has the meaning specified in Section 2.08(a)(iii)(B). “Accepting
  Lenders” has the meaning specified in Section 10.01. “Accredited Investor”
  has the meaning specified in Regulation D of the Securities Act. “Acquired
  Entity” has the meaning specified in the definition of “Permitted
  Acquisition.” “Acquisition Consideration” means the purchase consideration
  for any Permitted Acquisition and all other payments by the Borrower or any
  Restricted Subsidiary in exchange for, or as part of, or in connection with,
  any Permitted Acquisition, whether paid in cash or by exchange of Equity
  9482345 

  






 















	
  

  	
  Interests or of
  properties or otherwise and whether payable at or prior to the consummation
  of such Permitted Acquisition or deferred for payment at any future time,
  whether or not any such future payment is subject to the occurrence of any
  contingency, and includes any and all payments representing the purchase
  price and any assumptions of Indebtedness, “earn-outs” and other agreements
  to make any payment the amount of which is, or the terms of payment of which
  are, in any respect subject to or contingent upon the revenues, income, cash
  flow or profits (or the like) of any Person or business. “Adjusted Eurodollar
  Rate” means the quotient obtained (expressed as a decimal, carried out to
  five decimal places) by dividing (A) the applicable Eurodollar Base Rate by
  (B) 1.00 minus the Eurodollar Reserve Percentage. “Administrative Agent” has
  the meaning specified in the preamble to this Agreement. “Administrative
  Agent Fee Letter” means that certain Administrative Agency Fee Letter dated
  as of the date hereofThird Amendment Effective Date by and between the
  Borrower and Bank of America. “Administrative Agent Fees” has the meaning
  specified in Section 2.09(a). “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 within the United States or account as
  the Administrative Agent may from time to time notify the Borrower and the
  Lenders in writing. “Administrative Questionnaire” means an Administrative
  Questionnaire in a form supplied by the Administrative Agent. “Adverse
  Proceeding” means any action, suit, demand, claim, proceeding, hearing (in
  each case, whether administrative, judicial (civil or criminal) or
  otherwise), governmental investigation or arbitration (whether or not
  purportedly on behalf of Holdings, the Borrower or any Subsidiary Guarantor)
  at law or in equity, or before or by any Governmental Authority, domestic or
  foreign, whether pending or, to the knowledge of an Authorized Officer,
  threatened against Holdings, the Borrower or any Subsidiary Guarantor or any
  property of Holdings, the Borrower or any Subsidiary Guarantor. “Affected
  Facility” has the meaning specified in Section 10.01. “Affected Restricted
  Subsidiary” has the meaning specified in Section 2.08(b)(v). “Affiliate”
  means, as applied to any Person, any other Person directly or indirectly
  controlling, controlled by, or under common control with, that Person. For
  the purposes of this definition, “control” (including, with correlative
  meanings, the terms “controlling,” “controlled by” and “under common control
  with”), as applied to any Person, means the possession, directly or
  indirectly, of the power (i) to vote 10% or more of the Securities having
  ordinary voting power for the election of directors of such Person or (ii) to
  direct or cause the direction of the management and policies of that Person,
  whether through the ownership of voting securities or by contract or
  otherwise; provided, however, that, notwithstanding the foregoing, none of
  the Administrative Agent, any Lender or any of their respective Affiliates
  shall be considered an Affiliate of Holdings or any Subsidiary thereof solely
  as a result of such relationship. 2 9482345 

  






 















	
  

  	
  “Agent” means
  the Administrative Agent or the Collateral Agent and any successors and
  permitted assigns in such capacity, and “Agents” means any two or more of
  them. “Agent Party” has the meaning specified in Section 10.02(c).
  “Agreement” means this Credit Agreement, dated as of the date hereof, as it
  may be amended, restated, supplemented or otherwise modified from time to
  time. “Annualized Acquired EBITDA” means, for any Acquired Entity: (1) for
  the first full Fiscal Quarter in which such Acquired Entity is included in
  the calculation of Consolidated Adjusted EBITDA, (i) the actual Consolidated
  Adjusted EBITDA for such Acquired Entity for such Fiscal Quarter, multiplied
  by (ii) four; (2) for the second full Fiscal Quarter in which such Acquired
  Entity is included in the calculation of Consolidated Adjusted EBITDA, (i)
  the actual Consolidated Adjusted EBITDA for such Acquired Entity for the
  preceding two Fiscal Quarters ending on the last day of the applicable Fiscal
  Quarter, multiplied by (ii) two; (3) for the third full Fiscal Quarter in
  which such Acquired Entity is included in the calculation of Consolidated
  Adjusted EBITDA, (i) the actual Consolidated Adjusted EBITDA for such
  Acquired Entity for the preceding three Fiscal Quarters ending on the last
  day of the applicable Fiscal Quarter, multiplied by (ii) 1.33; and (4) for
  the fourth full Fiscal Quarter in which such Acquired Entity is included in
  the calculation of Consolidated Adjusted EBITDA, the actual Consolidated
  Adjusted EBITDA for such Acquired Entity for the preceding four Fiscal
  Quarters ending on the last day of the applicable Fiscal Quarter. “Applicable
  Discount” has the meaning specified in Section 2.08(a)(iii)(C). “Applicable
  Margin” means, in respect of the Term B Facility, 2.50% per annum for Base
  Rate Loans and 3.50% per annum for Eurodollar Rate Loans. “Approved Fund”
  means any Fund that is administered or managed by (i) a Lender, (ii) an
  Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that
  administers or manages a Lender. “Asset Sale” means a sale, lease or
  sub-lease (as lessor or sublessor), sale and leaseback, assignment,
  conveyance, exclusive license (as licensor or sublicensor), transfer or other
  disposition to, or any exchange of property with, any Person, in one
  transaction or a series of transactions, of all or any part of Holdings’ or
  any Restricted Subsidiary’s businesses, assets or properties of any kind,
  whether real, personal, or mixed and whether tangible or intangible, whether
  now owned or hereafter acquired, leased or licensed, including the Equity
  Interests (and issuances thereof) of any Restricted Subsidiary, other than
  (i) transfers to the Borrower or any Subsidiary Guarantor, or from a
  Restricted Subsidiary that is not a Subsidiary Guarantor to another
  Restricted Subsidiary that is not a Subsidiary Guarantor, (ii) inventory and
  other assets, including, without limitation, accounts receivable, sold,
  leased or licensed in the ordinary course of business (excluding any such
  sales, leases or licenses by operations or divisions discontinued or to be
  discontinued), (iii) sales, leases or licenses of other assets for aggregate
  consideration of less than $10,000,000 with respect to any transaction or
  series of related transactions and less than $15,000,000 in the aggregate
  during any Fiscal Year, (iv) dispositions permitted by Sections 7.08(e),
  7.08(h) and 7.08(j), (v) sales of all or part of Holdings’ or any Restricted
  Subsidiary’s interest in Correspondent One S.A., Altisource Fulfillment
  Operations, Inc. and related assets, (vi) dispositions of Investments or
  other assets and dispositions or compromise of loans or other receivables, in
  each case, in connection with the workout, compromise, settlement or
  collection thereof or exercise of remedies with respect thereto, in the
  ordinary course of business or in a bankruptcy, foreclosure or similar
  proceedings, (vii) dispositions in connection with any Permitted Spin-Off,
  (viii) the conversion of 3 9482345 

  






 















	
  

  	
  equity
  appreciation rights or other equity-related incentives or awards granted
  pursuant to the 2009 Equity Incentive Plan of Holdings and its Subsidiaries,
  as amended from time to time, into not more than 25% of the Equity Interests
  of a Subsidiary and (ix) dispositions of Unrestricted Subsidiaries or
  property and assets thereof. “Assignment and Acceptance” means an assignment
  and acceptance entered into by a Lender and an Eligible Assignee, and
  accepted by the Administrative Agent and the Borrower (if required by such
  assignment and acceptance), in the form of Exhibit A or such other form as
  shall be approved by the Administrative Agent and the Borrower (such approval
  not to be unreasonably withheld or delayed). “Authorized Officer” means, as
  applied to any Person, any individual holding the position of chairman of the
  board (if an officer), chief executive officer, president, chief financial
  officer or manager on the board of managers of such Person and any other
  officer proposed by the Borrower from time to time and reasonably acceptable
  to the Administrative Agent. “Available Amount” means, at any time of
  determination (the “Reference Date”), an amount equal to (a) the aggregate
  amount of Consolidated Excess Cash Flow generated from and after the
  Borrowing Date to the last day of the most recently completed Fiscal Quarter
  to the extent such Consolidated Excess Cash Flow was not required to be
  applied, or will not be required to be applied on the next ECF Payment Date,
  in accordance with Section 2.08(b)(iv) (except to the extent excluded
  pursuant to Section 2.08(b)(v)), plus (b) the aggregate cumulative amount of
  all voluntary repayments of the Loans pursuant to Section 2.08(a) made on or
  prior to such Reference Date, plus (c) the aggregate amount of distributions
  actually received in cash from Unrestricted Subsidiaries and minority investments
  in any Person without duplication on or prior to such Reference Date, plus
  (d) the aggregate amount of any capital contributions or net cash proceeds of
  equity issuances received or made by Holdings, Lux Holdco or the Borrower
  after the initial Borrowing Date and on or prior to such Reference Date
  (other than, for the avoidance of doubt, the Permitted Lux Contribution),
  plus (e) the aggregate amount of any mandatory prepayments which are declined
  by a Lender in accordance with Section 2.08(b)(ix) to the extent the Borrower
  has not applied such declined proceeds to the prepayment of the Term Loans
  minus (f) any Restricted Junior Payments, Permitted Acquisitions,
  amortization payments of Junior Indebtedness or other Investments made using
  the Available Amount. “Bank of America” means Bank of America, N.A. and its
  successors. “Bankruptcy Code” means Title 11 of the United States Code
  entitled “Bankruptcy,” as now and hereafter in effect, or any successor
  statute. “Base Rate” means, for any day, a rate per annum equal to the
  highest of (i) the Prime Rate for such day, (ii) the sum of 0.50% plus the
  Federal Funds Rate for such day and (iii) the Eurodollar Base Rate
  (determined by reference to clause (ii) of the definition thereof) plus
  1.00%. “Base Rate Borrowing” means a Borrowing comprised of Base Rate Loans.
  “Base Rate Loan” means a Loan that bears interest based on the Base Rate.
  “Board” means the Board of Governors of the United States Federal Reserve
  System, or any successor thereto. 4 9482345 

  






 















	
  

  	
  “Borrower” has
  the meaning specified in the preamble to this Agreement. “Borrower Materials”
  has the meaning specified in Section 10.8. “Borrowing” means a group of Loans
  of a single Type under a single Facility and made on a single date and, in
  the case of Eurodollar Rate Loans, as to which a single Interest Period is in
  effect. “Borrowing Date” means the date of the incurrence of the Loans (which
  shall occur on or after the Effective Date). “Borrowing Minimum” means
  $5,000,000. “Borrowing Multiple” means $1,000,000. “Borrowing Request” means
  a request by the Borrower in accordance with the terms of Section 2.03 and
  substantially in the form of Exhibit B. “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, except that if such day relates to
  any Eurodollar Rate Loan, such day shall also be a London Banking Day.
  “Capital Lease” means, as applied to any Person, any lease of any property
  (whether real, personal or mixed) by that Person as lessee that, in
  conformity with GAAP, is or should be accounted for as a capital lease on the
  balance sheet of that Person; provided that for all purposes hereunder the
  amount of obligations under any Capital Lease shall be the amount thereof
  accounted for as a liability in accordance with GAAP. “Cash” means money,
  currency or a credit balance on hand or in any demand or Deposit Account.
  “Cash Equivalents” means, as at any date of determination, any of the
  following: (i) marketable securities (a) issued or directly and
  unconditionally guaranteed as to interest and principal by the government of
  the United States or (b) issued by any agency of the United States the
  obligations of which are backed by the full faith and credit of the United
  States, in each case maturing within one year after such date and having, at
  the time of the acquisition thereof, a rating of at least A-1 from S&P or
  at least P-1 from Moody’s; (ii) marketable direct obligations issued by any
  state of the United States or any political subdivision of any such state or
  any public instrumentality thereof, in each case maturing within one year
  after such date and having, at the time of the acquisition thereof, a rating
  of at least A-1 from S&P or at least P-1 from Moody’s; (iii) certificates
  of deposit or bankers’ acceptances maturing within three months after such
  date and issued or accepted by any Lender or by any commercial bank organized
  under the laws of the United States or any state thereof or the District of
  Columbia that (a) is at least “adequately capitalized” (as defined in the
  regulations of its primary federal banking regulator), (b) has Tier 1 capital
  (as defined in such regulations) of not less than $1,000,000,000 and (c) has
  a rating of at least AA- from S&P and Aa3 from Moody’s; and (iv) shares
  of any money market mutual fund that (a) has substantially all of its assets
  invested continuously in the types of investments referred to in clauses (i)
  and (ii) above, (b) has net assets of not less than $5,000,000,000 and (c)
  has the highest rating obtainable from either S&P or Moody’s. 5 9482345 

  






 















	
  

  	
  “CERCLA” shall
  mean the Comprehensive Environmental Response, Compensation, and Liability
  Act of 1980, as amended, 42 U.S.C. § 9601 et seq. “Change in Law” means the
  occurrence, after the date of this Agreement (or, with respect to any Lender,
  if later, the date on which such Lender becomes a Lender), of any of the
  following: (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; provided that notwithstanding anything herein to the contrary, (x)
  the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
  requests, rules, guidelines or directives thereunder or issued in connection
  therewith and (y) all requests, rules, guidelines or directives promulgated
  by the Bank for International Settlements, the Basel Committee on Banking
  Supervision (or any successor or similar authority) or the United States or
  foreign regulatory authorities, in each case pursuant to Basel III, shall in
  each case be deemed to be a “Change in Law”, regardless of the date enacted,
  adopted or issued. “Change of Control” means (i) any Person or “group” (within
  the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) other than
  William C. Erbey and his affiliates that he controls shall have acquired
  beneficial ownership or control of 50.0% or more on a fully diluted basis of
  the voting and/or economic interest in the Equity Interests of Holdings; (ii)
  a majority of the seats on the board of directors (or similar governing body)
  of Holdings shall be occupied by Persons other than (x) directors on the date
  of this Agreement, (y) directors whose election or nomination was approved by
  individuals referred to in clause (x) above constituting at the time of such
  election or nomination at least a majority of the board of directors (or
  similar governing body) of Holdings or (z) directors whose election or
  nomination was approved by individuals referred to in clauses (x) and/or (y)
  above constituting at the time of such election or nomination at least a
  majority of the board of directors (or similar governing body) of Holdings;
  or (iii) Holdings(iii) (x) before the Permitted Lux Contribution is
  effective, Holdings fails to own and control, directly or indirectly, 100% of
  the Equity Interests of the Borrower and (y) after the Permitted Lux
  Contribution is effective, Holdings fails to own and control, directly or
  indirectly, 100% of the Equity Interests of Lux Holdco; or (iv) after the
  Permitted Lux Contribution is effective, Lux Holdco fails to own and control,
  directly or indirectly, 100% of the Equity Interests of the Borrower.
  “Closing Fees” has the meaning specified in Section 2.09(b). “Collateral”
  shall mean all property (whether real or personal) with respect to which any
  security interests have been granted (or purported to be granted) pursuant to
  any Security Document, including, without limitation, Security Agreement
  Collateral and all Mortgaged Properties. “Collateral Agent” means the party
  acting as collateral agent for the Secured Parties under the Security
  Documents. On the Borrowing Date, the Collateral Agent is the same person as
  the Administrative Agent. Unless the context otherwise requires, the term
  “Administrative Agent” as used herein shall include the Collateral Agent,
  notwithstanding various specific references to the Collateral Agent herein.
  “Commitment” means with respect to any Lender, such Lender’s Term B Loan
  Commitment and Incremental Term Loan Commitment. “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. 6 9482345 

  






 















	
  

  	
  “Complex” means
  any real property (including all buildings, fixtures or other improvements
  located thereon) now, hereafter or heretofore owned, leased, operated or used
  by Holdings or any Restricted Subsidiary or any of their respective
  predecessors. “Compliance Certificate” means a certificate from an Authorized
  Officer of the Borrower substantially in the form of Exhibit C. “Connection
  Income Taxes” means Other Connection Taxes that are imposed on or measured by
  net income (however denominated) or that are franchise Taxes or branch
  profits Taxes. “Consolidated” means, when used with reference to financial
  statements or financial statement items of any Person, such statements or
  items on a consolidated basis with such Person’s Restricted Subsidiaries in
  accordance with, except as otherwise set forth herein, applicable principles
  of consolidation under GAAP. “Consolidated Adjusted EBITDA” means, for any
  period, an amount determined for Holdings and the Restricted Subsidiaries on
  a Consolidated basis equal to (i) Consolidated Net Income, plus, to the extent
  reducing Consolidated Net Income, the sum, without duplication, of amounts
  for (a) Consolidated Interest Expense, (b) provisions for taxes based on
  income, (c) total depreciation expense, (d) total amortization expense, (e)
  other non-cash charges reducing Consolidated Net Income (including, without
  limitation, any non-cash losses recorded on the repurchase or extinguishment
  of debt), (f) any extraordinary non-cash charges or losses determined in
  accordance with GAAP, (g) any aggregate net loss on or of Permitted Spin-Offs
  or on the sale, lease, transfer or other disposition of property outside the
  ordinary course of business or the discontinuance of any operations or
  business line, (h) any restructuring charges relating to head count reduction
  and the closure of facilities attributable to Permitted Acquisitions incurred
  during the 12 months preceding the last day of such period; provided that,
  for purposes of this clause (h), (1) such charges are factually supportable
  and have been realized, (2) either (A) the addition of such charges shall not
  be inconsistent with Regulation G and Article 11 of Regulation S-X
  promulgated under the Securities Act and the Exchange Act and as interpreted
  by the staff of the SEC or (B) if such charges do not meet the requirements
  of the preceding clause (A), then the addition of such charges, when
  aggregated with the add-back pursuant to clause (i) below, shall not exceed
  7.5% of Consolidated Adjusted EBITDA (without giving effect to any
  adjustments pursuant to this clause (h) or clause (i) below) in any period of
  four consecutive Fiscal Quarters and (3) the Borrower shall provide the
  Administrative Agent with a reasonably detailed list of such charges together
  with the Compliance Certificate being delivered for the relevant period, (i)
  any synergies, operating expense reductions or other cost savings
  attributable to Permitted Acquisitions; provided that, for purposes of this
  clause (i), (1) such cost savings are factually supportable and are
  reasonably expected to be realized within 12 months following such Permitted
  Acquisition, (2) either (A) the addition of such synergies, operating expense
  reductions or other cost savings shall not be inconsistent with Regulation G
  and Article 11 of Regulation S-X promulgated under the Securities Act and the
  Exchange Act and as interpreted by the staff of the SEC or (B) if such
  synergies, operating expense reductions or such other cost savings do not
  meet the requirements of the preceding clause (A), then the addition of such
  synergies, operating expense reductions or other cost savings, when
  aggregated with the addition of charges pursuant to clause (h) above, shall
  not exceed 7.5% of Consolidated Adjusted EBITDA (without giving effect to any
  adjustments pursuant to this clause (i) or clause (h) above) in any period of
  four consecutive Fiscal Quarters and (3) the Borrower shall provide the
  Administrative Agent with a reasonably detailed list of such synergies,
  operating expense reductions or such other cost savings together with the
  Compliance Certificate being delivered for the relevant period, (j) costs,
  fees and expenses incurred in connection with the Spinoff, the Transactions,
  the First Amendment (including without limitation the incurrence of First
  Amendment Incremental Term Loans on the First Amendment Effective Date and
  the use of proceeds thereof and the payment of fees and expenses in
  connection 7 9482345 

  






 















	
  

  	
  therewith), the
  Second Amendment (including without limitation the incurrence of Refinancing
  Debt on the Second Amendment Effective Date and the use of proceeds thereof
  and the payment of fees and expenses in connection therewith), the Third
  Amendment (including without limitation the incurrence of Third Amendment
  Incremental Term Loans on the Third Amendment Effective Date and the use of
  proceeds thereof and the payment of costs, fees and expenses incurred in
  connection with the creation of Lux Holdco and compliance with the Loan
  Documents in connection therewith), the incurrence of a Permitted Revolving
  Credit Facility, Permitted Acquisitions and Permitted Spin-Offs, (k) non-cash
  expenses resulting from the grant or periodic remeasurements of stock options
  or other equity-related incentives (including, any non-cash expenses related
  to any stock option or other equity-related incentives resulting from the
  acceleration of vesting in the event of a change of control) to any director,
  officer, employee, former employee or consultant of any Loan Party and (l)
  impairment or write-off of goodwill and other intangible assets minus (ii) to
  the extent increasing Consolidated Net Income, the sum, without duplication
  of, (a) any other non-cash gains for such period, (b) any extraordinary
  non-cash gains determined in accordance with GAAP and (c) any non-cash gain
  recorded on the repurchase or extinguishment of debt. Consolidated Adjusted
  EBITDA shall be calculated after giving effect to the adjustments provided in
  Section 7.07. “Consolidated Capital Expenditures” means, for any period, the
  aggregate of all expenditures of Holdings and the Restricted Subsidiaries
  during such period determined on a Consolidated basis that, in accordance
  with GAAP, are or should be included in “purchase of property and equipment”
  or similar items reflected in the Consolidated statement of cash flows of
  Holdings and the Restricted Subsidiaries; provided that Consolidated Capital
  Expenditures shall not include any expenditures (i) for replacements and
  substitutions for fixed assets, capital assets or equipment to the extent
  made with Net Insurance/Condemnation Proceeds invested pursuant to Section
  2.08(b)(iii) or with Net Cash Proceeds from Asset Sales invested pursuant to
  Section 2.08(b)(ii) or (ii) that constitute a Permitted Acquisition permitted
  under Section 7.08. “Consolidated Excess Cash Flow” means, for any period, an
  amount (if positive) equal to: (i) the sum, without duplication, of the
  amounts for such period of (a) Consolidated Net Income, plus, (b) to the
  extent reducing Consolidated Net Income, the sum, without duplication, of
  amounts for non-cash charges reducing Consolidated Net Income, including for
  depreciation and amortization (excluding any such non-cash charge to the
  extent that it represents an accrual or reserve for potential cash charge in
  any future period or amortization of a prepaid cash charge that was paid in a
  prior period), plus (c) the Consolidated Working Capital Adjustment, minus
  (ii) the sum, without duplication, of (a) the amounts for such period of (1)
  scheduled and other mandatory repayments, without duplication, of
  Indebtedness for borrowed money (excluding repayments of any revolving credit
  facility that are not included in Consolidated Working Capital Liabilities
  except to the extent the commitments with respect thereto are permanently
  reduced in connection with such repayments) and scheduled repayments of
  obligations under Capital Leases (excluding any interest expense portion
  thereof), (2) Consolidated Capital Expenditures (other than Consolidated
  Capital Expenditures that are financed with the proceeds of any issuance or
  incurrence of Indebtedness or any capital contributions or net cash proceeds
  of equity issuances received or made by Holdings, Lux Holdco or the Borrower
  (other than, for the avoidance of doubt, the Permitted Lux Contribution)),
  and (3) Acquisition Consideration and all consideration paid in connection
  with Permitted Acquisitions and other Investments permitted to be made under
  Section 7.06 (other than (x) the transactions referred to in the proviso to
  the second sentence of Section 6.12 consummated prior to the First Amendment
  Effective Date, (y) the Permitted ResCap Transaction and (z) other Permitted
  Acquisitions or other Investments that are, in the case of this clause (z),
  financed with the Available 8 9482345 

  






 















	
  

  	
  Amount or with
  the proceeds of any issuance or incurrence of Indebtedness or any capital
  contributions or net cash proceeds of equity issuances received or made by
  Holdings, Lux Holdco or the Borrower (other than, for the avoidance of doubt,
  the Permitted Lux Contribution), without duplication), plus (b) other non
  cash gains increasing Consolidated Net Income for such period (excluding any
  such non cash gain to the extent it represents the reversal of an accrual or
  reserve for potential cash gain in any prior period). As used in this clause
  (ii), “scheduled and other mandatory repayments, without duplication, of
  Indebtedness” do not include any voluntary prepayments of Loans pursuant to
  Section 2.08(a) or mandatory prepayments of the Loans pursuant to Section
  2.08(b). “Consolidated Interest Expense” means, for any period, (i) total
  interest expense (including that portion attributable to Capital Leases in
  accordance with GAAP, capitalized interest and other original issue discount,
  banking fees and similar fees incurred in connection with the incurred of
  Indebtedness) of Holdings and the Restricted Subsidiaries on a Consolidated
  basis with respect to all outstanding Indebtedness of Holdings and the
  Restricted Subsidiaries, including all commissions, discounts and other fees
  and charges owed with respect to net costs under Interest Rate Agreements,
  but excluding, however, any amortization of deferred financing fees, amounts
  referred to in Section 2.09 payable on or before the Borrowing Date minus
  (ii) total interest income received by Holdings and the Restricted
  Subsidiaries during such period on Cash and Cash Equivalents. “Consolidated
  Net Income” means, for any period, (i) the net income (or loss) of Holdings
  and the Restricted Subsidiaries on a Consolidated basis for such period taken
  as a single accounting period determined in conformity with GAAP, minus, to
  the extent such amounts are included in net income in conformity with GAAP
  and without duplication, (ii) (a) the income (or loss) of any Person (other
  than a Restricted Subsidiary) in which any other Person (other than Holdings
  or any Restricted Subsidiary) has a joint interest, except to the extent of
  the amount of dividends or other distributions actually paid to Holdings or
  any Restricted Subsidiary by such Person during such period, (b) the income
  (or loss) of any Person accrued prior to the date it becomes a Restricted
  Subsidiary or is merged into or consolidated with Holdings or any Restricted
  Subsidiary or that Person’s assets are acquired by Holdings or any Restricted
  Subsidiary, (c) solely for the purpose of determining the Available Amount,
  the income (or loss) of any Restricted Subsidiary to the extent that the
  declaration or payment of dividends or similar distributions by that
  Restricted Subsidiary of that income (or loss) is not at the time permitted
  by operation of the terms of its charter or any agreement, instrument,
  judgment, decree, order, statute, rule or governmental regulation applicable
  to that Restricted Subsidiary unless such restriction has been legally waived
  or consent has been obtained, provided, that the amount of dividends or other
  distributions or other payments actually paid in cash (or to the extent
  converted into cash) to the Borrower or a Restricted Subsidiary shall be
  included in the calculation of Consolidated Net Income, (d) any after-tax
  gains or losses attributable to Asset Sales or returned surplus assets of any
  Pension Plan and (e) (to the extent not included in clauses (a) through (d)
  above) any net extraordinary gains or net extraordinary losses. “Consolidated
  Senior Secured Debt” means, as at any date of determination, Consolidated
  Total Debt of Holdings and the Restricted Subsidiaries that is secured by a
  Lien on any of their assets. “Consolidated Total Assets” means the total
  assets of Holdings and the Restricted Subsidiaries determined on a
  Consolidated basis in accordance with GAAP. “Consolidated Total Debt” means,
  as at any date of determination, the aggregate stated balance sheet amount of
  all Indebtedness of Holdings and the Restricted Subsidiaries (or, if higher,
  the par value or stated face amount of all such Indebtedness) determined on a
  Consolidated basis in accordance with GAAP; provided that Consolidated Total
  Debt shall not include Indebtedness in respect 9 9482345 

  






 















	
  

  	
  of any letter
  of credit, except to the extent of unreimbursed obligations in respect of
  drawn letters of credit (provided that any unreimbursed amount under
  commercial letters of credit shall not be counted as Consolidated Total Debt
  until three (3) Business Days after such amount is drawn (it being understood
  that any borrowing, whether automatic or otherwise, to fund such
  reimbursement shall be counted)). “Consolidated Working Capital” means, as at
  any date of determination, the excess of Consolidated Working Capital Assets
  over Consolidated Working Capital Liabilities. “Consolidated Working Capital
  Adjustment” means, for any period on a Consolidated basis, the amount (which
  may be a negative number) by which Consolidated Working Capital as of the
  beginning of such period exceeds (or is less than) Consolidated Working
  Capital as of the end of such period. In calculating the Consolidated Working
  Capital Adjustment there shall be excluded the effect of reclassification
  during such period of assets included in Consolidated Working Capital Assets
  and liabilities included in Consolidated Working Capital Liabilities and the
  effect of any Permitted Acquisition during such period; provided that there
  shall be included with respect to any Permitted Acquisition during such
  period an amount (which may be a negative number) by which the Consolidated
  Working Capital acquired in such Permitted Acquisition as at the time of such
  acquisition exceeds (or is less than) Consolidated Working Capital with
  respect to such Permitted Acquisition at the end of such period.
  “Consolidated Working Capital Assets” means, as at any date of determination,
  the current assets of Holdings and the Restricted Subsidiaries on such date
  on a Consolidated basis in conformity with GAAP, excluding Cash and Cash
  Equivalents. “Consolidated Working Capital Liabilities” means, as at any date
  of determination, the current liabilities of Holdings and the Restricted
  Subsidiaries on such date on a consolidated basis in conformity with GAAP,
  but excluding (a) the current portion of Indebtedness under this Agreement,
  (b) the current portion of obligations under Capital Leases, (c) liabilities
  in respect of unpaid earn-outs and (d) the current portion of any other
  long-term liabilities. “Continuing” means, with respect to any Default or Event
  of Default, that such Default or Event of Default has not been cured or
  waived or otherwise ceased to exist. “Contractual Obligation” means, as
  applied to any Person, any provision of any Security issued by that Person or
  of any indenture, mortgage, deed of trust, contract, undertaking, agreement
  or other instrument to which that Person is a party or by which it or any of
  its properties is bound or to which it or any of its properties is subject.
  “Convertible Notes” means any unsecured Junior Indebtedness of the Borrower
  that is convertible, in whole or in part, into Equity Interests (other than
  Disqualified Equity Interests) of Holdings and/or cash based on any
  formula(s) that reference the trading price of Equity Interests of Holdings.
  “Copyright Security Agreement” means that Copyright Security Agreement, dated
  as of the date hereof, among the Loan Parties party thereto and the
  Collateral Agent. “Core Business Activities” means (x) any and all support
  services and products to mortgage originators and servicers, insurance
  companies, hedge funds, asset managers, real estate investment trusts,
  commercial banks and similar entities (including, without limitation, any
  vendor management services, property management services, asset management
  services, data management services, data analytics services, leasing
  management services, lien negotiation management services, 10 9482345 

  






 















	
  

  	
  construction
  management services, due diligence services, appraisal management and
  valuation services, real estate brokerage services, on-line real estate and
  other auction services, default processing services, property inspection and
  preservation services, homeowner outreach services, closing and title
  services, mortgage insurance brokerage, agency and underwriting as well as services
  related thereto, title insurance brokerage, agency and underwriting as well
  as services related thereto, lender placed insurance brokerage agency and
  underwriting as well as services related thereto, reinsurance related to
  mortgage insurance, title insurance and lender placed insurance as well as
  services related thereto, loan underwriting services, quality control
  services, attorney support services and knowledge process outsourcing
  services and other outsourcing services), (y) collection and recovery of
  assets and customer relationship management services and (z) the provision of
  technologies and technological support products and services (including,
  without limitation, software, infrastructure technologies, vendor management
  systems and spend and supply technologies) utilized in the mortgage servicing
  industry, mortgage origination industry, collections and asset recovery
  industry, and asset management industries and such other industries where
  applicable (including, without limitation, commercial and residential loan
  servicing and loss mitigation software, vendor management and payable
  systems, information technology solutions for payments to vendor networks and
  scripting and dialogue technologies), and in connection with customer and
  relationship management services and data management services). “Counterpart
  Agreement” means a Counterpart Agreement substantially in the form of Exhibit
  J delivered by a Loan Party pursuant to Section 6.09. “Co-Syndication Agents”
  means (i) Barclays Bank PLC or its designated affiliate, Citigroup Global
  Markets Inc. or its designated affiliate and, in each case, any respective
  successors thereto and, (ii) at any time on or after the Second Amendment
  Effective Date, J.P. Morgan Securities LLC or its designated affiliate and
  any successor thereto and (iii) at any time on or after the Third Amendment
  Effective Date, Wells Fargo Securities, LLC or its designated affiliate and
  any successor thereto. “Currency Agreement” means any foreign exchange
  contract, currency swap agreement, futures contract, option contract,
  synthetic cap or other similar agreement or arrangement, each of which is for
  the purpose of hedging the foreign currency risk associated with the
  Borrower’s or the Restricted Subsidiaries’ operations and not for speculative
  purposes. “Debtor Relief Laws” means the Bankruptcy Code, 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 condition or event that, after
  notice or lapse of time or both, would constitute an Event of Default.
  “Default Rate” means the rate specified in Section 2.10(c). “Defaulting
  Lender” means any Lender that (i) has failed (A) to 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 has notified the Administrative Agent
  and the Borrower in writing that such failure is the result of such Lender’s
  good faith determination that one or more conditions precedent to funding
  (each of which conditions precedent, together with any applicable default,
  shall be specifically identified in such writing) has not been satisfied, or
  (B) to pay to the Administrative Agent or any other Lender any other amount
  required to be paid by it hereunder within two Business Days of the date when
  due, (ii) has 11 9482345 

  






 















	
  

  	
  notified the
  Borrower or the Administrative Agent 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 good faith 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), (iii) 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 (iii) upon receipt of
  such written confirmation by the Administrative Agent and the Borrower), or
  (iv) has, or has a direct or indirect parent company that has, (A) become
  insolvent, or become generally unable to pay its debts as they become due, or
  admitted in writing its inability to pay its debts as they become due, or
  made a general assignment for the benefit of its creditors, (B) become the
  subject of a proceeding under any Debtor Relief Law, or (C) 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 (i) through (iv) 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 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 and, to the extent permitted by law,
  each other Lender promptly following such determination. “Deposit Account”
  means any deposit account (as the term is defined in the UCC). “Discount
  Range” has the meaning specified in Section 2.08(a)(iii)(B). “Discounted
  Prepayment Option Notice” has the meaning specified in Section
  2.08(a)(iii)(B). “Discounted Voluntary Prepayment” has the meaning specified
  in Section 2.08(a)(iii)(A). “Discounted Voluntary Prepayment Notice” has the
  meaning specified in Section 2.08(a)(iii)(E). “Disqualified Equity Interests”
  means any Equity Interest which, by its terms (or by the terms of any
  security or other Equity Interests into which it is convertible or for which
  it is exchangeable), or upon the happening of any event or condition (i)
  matures or is mandatorily redeemable (other than solely for Equity Interests
  which are not otherwise Disqualified Equity Interests), pursuant to a sinking
  fund obligation or otherwise (except as a result of a change of control or
  asset sale so long as any rights of the holders thereof upon the occurrence
  of a change of control or asset sale event shall be subject to the prior
  repayment in full of the Term Loans and all other Obligations that are
  accrued and 12 9482345 

  






 















	
  

  	
  payable), (ii)
  is redeemable at the option of the holder thereof (other than solely for
  Equity Interests which are not otherwise Disqualified Equity Interests), in
  whole or in part, (iii) provides for scheduled payments or dividends in cash
  or (iv) is or becomes convertible into or exchangeable for Indebtedness or
  any other Equity Interests that would constitute Disqualified Equity
  Interests, in each case, prior to the date that is 91 days after the latest
  Term Facility Maturity Date; provided that any Equity Interest which, by its
  terms, provides for dividends in cash to be payable prior to the date that is
  91 days after the latest Term Facility Maturity Date solely to the extent
  that (1) such dividends are paid out of the Available Amount and (2) such
  payment is permitted under Section 7.04, shall not be a Disqualified Equity
  Interest so long as the other conditions stated in this defined term are
  satisfied. “Dollars” and the sign “$” each means freely transferable lawful
  money of the United States. “ECF Payment Date” has the meaning specified in
  Section 2.08(b)(iv). “Effective Date” means the date this Agreement becomes
  effective in accordance with Section 10.11. “Eligible Assignee” means (i) any
  Lender, any Affiliate of any Lender and any Approved Fund (any two or more
  Approved Funds being treated as a single Eligible Assignee for all purposes
  hereof), and (ii) any commercial bank, insurance company, investment or
  mutual fund or other entity that is an “accredited investor” (as defined in
  Regulation D under the Securities Act) and which extends credit or purchases
  loans in the ordinary course of business; provided that neither any natural
  person nor any Loan Party or any Affiliate thereof, nor any Defaulting Lender
  or any Ineligible Assignee shall be an Eligible Assignee. “Employee Benefit
  Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA
  which is or was subject to Title I of ERISA and which is or was sponsored,
  maintained or contributed to by, or required to be contributed by, the
  Borrower, Holdings, the Restricted Subsidiaries or any of their ERISA
  Affiliates. “Engagement Letter” means that certain Engagement Letter dated as
  of November 2, 2012 by and among the Borrower, the Lead Arrangers and the
  Co-Syndication Agents. “Environmental Claim” means any investigation, notice,
  notice of violation, claim, action, suit, proceeding, demand, abatement order
  or other order or directive, by any Governmental Authority or any other
  Person (other than internal reports prepared by any Loan Party or any of its
  Subsidiaries), arising (i) pursuant to or in connection with any actual or
  alleged violation of any Environmental Law or (ii) in connection with any
  actual or alleged damage, injury, threat or harm to health, safety, natural
  resources or the environment. “Environmental Laws” means any and all Laws relating
  to the protection of the environment or, to the extent relating to exposure
  to Hazardous Materials, human health or safety, in any manner applicable to
  Holdings or any of its Subsidiaries or any Complex. “Equity Interests” of any
  person means any and all shares, interests, rights to purchase or otherwise
  acquire, warrants, options, participations or other equivalents of or
  interests in (however designated) equity or ownership of such person,
  including any preferred stock, any limited or general partnership interest
  and any limited liability company membership interest, and any securities or
  other rights or interests convertible into or exchangeable for any of the
  foregoing. 13 9482345 

  






 















	
  

  	
  “ERISA” means
  the Employee Retirement Income Security Act of 1974, as amended from time to
  time, and any successor statute thereto. “ERISA Affiliate” means, as applied
  to any Person, (i) any corporation which is a member of a controlled group of
  corporations within the meaning of Section 414(b) of the Internal Revenue
  Code of which that Person is a member , (ii) any trade or business (whether
  or not incorporated) which is a member of a group of trades or businesses
  under common control within the meaning of Section 414(c) of the Internal
  Revenue Code of which that Person is a member , and (iii) any member of an
  affiliated service group within the meaning of Section 414(m) or (o) of the
  Internal Revenue Code of which that Person is a member. “ERISA Event” means
  (i) a “reportable event” within the meaning of Section 4043 of ERISA and the
  regulations issued thereunder with respect to any Pension Plan (excluding
  those for which the provision for 30-day notice to the PBGC has been waived
  by regulation); (ii) the failure to meet the minimum funding standard of
  Section 303 of ERISA with respect to any Pension Plan or the failure to make
  by its due date a required installment under Section 430(j) of the Internal
  Revenue Code with respect to any Pension Plan or the failure to make any
  required contribution to a Multiemployer Plan; (iii) the provision by the
  administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of
  a notice of intent to terminate such plan in a distress termination described
  in Section 4041(c) of ERISA; (iv) the withdrawal by a Loan Party or any of
  its ERISA Affiliates from any Pension Plan with two or more contributing
  sponsors or the termination of any such Pension Plan resulting in liability
  to the Loan Party or any of its Affiliates pursuant to Section 4063 or 4064
  of ERISA; (v) the institution by the PBGC of proceedings to terminate any
  Pension Plan, or the occurrence of any event or condition which constitutes
  grounds under ERISA for the termination of, or the appointment of a trustee
  to administer, any Pension Plan; (vi) the imposition of liability on a Loan
  Party or its ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or
  by reason of the application of Section 4212(c) of ERISA; (vii) the
  withdrawal of a Loan Party or any of its ERISA Affiliates in a complete or
  partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA)
  from any Multiemployer Plan if there is an assessment by such Multiemployer
  Plan of liability therefore, or the receipt by a Loan Party or its ERISA
  Affiliates of notice from any Multiemployer Plan that it is in reorganization
  or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends
  to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii)
  the occurrence of an act or omission which gives rise to the imposition on a
  Loan Party or any of its ERISA Affiliates of fines, penalties, taxes or
  related charges under Chapter 43 of the Internal Revenue Code or under
  Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect
  of any Employee Benefit Plan; (ix) the imposition of a lien pursuant to
  Section 430(k) of the Internal Revenue Code with respect to a Pension Plan;
  or (x) the imposition of any liability under Title IV of ERISA, other than
  the PBGC premiums due but not delinquent under Section 4007 of ERISA.
  “Eurodollar Base Rate” means: (i) for any Interest Period with respect to a
  Eurodollar Rate Loan, the rate per annum equal to (A) the British Bankers
  AssociationIce Benchmark Administration Limited LIBOR Rate or the(“ICE
  LIBOR”) or a comparable or successor thereto if the British Bankers
  Association is no longer making a LIBOR rate available at such time (“BBA
  LIBOR”)rate, which rate is approved by the Administrative Agent, as published
  byon the applicable Reuters screen page (or such other commercially available
  source providing such quotations of BBA LIBOR as may be designated by the
  Administrative Agent from time to time) at approximately 11:00 a.m., London
  time, two London Banking 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 or, (B) if such
  published rate is not available at such time for any reason, the 14 9482345 

  






 















	
  

  	
  rate per annum
  determined by the Administrative Agent to be the rate at which deposits in
  Dollars for delivery on the first day of such Interest Period in same day
  funds in the approximate amount of the Eurodollar Rate Loan being made,
  continued or converted and with a term equivalent to such Interest Period
  would be offered by Bank of America’s London Branch to major banks in the
  London interbank eurodollar market at their request at approximately 11:00
  a.m. (London time) two London Banking Days prior to the commencement of such
  Interest Period; and (ii) for any interest rate calculation with respect to a
  Base Rate Loan, the rate per annum equal to (A) BBAICE LIBOR, at
  approximately 11:00 a.m., London time, determined two London Banking Days
  prior to such date for Dollar deposits being delivered in the London
  interbank market for a term of one month commencing that day or (B) if such
  published rate is not available at such time for any reason, the rate
  determined by the Administrative Agent to be the rate at which deposits in
  Dollars for delivery on the date of determination in same day funds in the
  approximate amount of the Base Rate Loan being made or maintained and with a
  term equal to one month would be offered by Bank of America’s London Branch
  to major banks in the London interbank Eurodollar market at their request at
  the date and time of determination. “Eurodollar Rate Borrowing” means a
  Borrowing comprised of Eurodollar Rate Loans. “Eurodollar Rate Loan” means at
  any date a Loan which bears interest at a rate based on the Adjusted
  Eurodollar Rate. “Eurodollar Reserve Percentage” means for any day during any
  Interest Period, the reserve percentage (expressed as a decimal, carried out
  to five decimal places) in effect on such day, whether or not applicable to
  any Lender, under regulations issued from time to time by the Board (or any
  other entity succeeding to the functions currently performed thereby) for
  determining the maximum reserve requirement (including any emergency,
  supplemental or other marginal reserve requirement) with respect to Eurocurrency
  funding (currently referred to “Eurocurrency liabilities”). The Adjusted
  Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be adjusted
  automatically on and as of the effective date of any change in the Eurodollar
  Reserve Percentage. “Event of Default” means any of the conditions or events
  specified in Section 8.01. “Exchange Act” means the Securities Exchange Act
  of 1934, as in effect from time to time. “Excluded Swap Obligation” means,
  with respect to any Loan Party, any Swap Obligation if, and to the extent
  that, all or a portion of the Guaranty of such Loan Party of, or the grant by
  such Loan Party 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 Loan Party’s failure for any reason to constitute an “eligible contract
  participant” as defined in the Commodity Exchange Act and the regulations
  thereunder (determined after giving effect to any and all guarantees of such
  Loan Party’s Swap Obligations by other Loan Parties) at the time the Guaranty
  of such Loan Party, or a grant by such Loan Party 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 15 9482345 

  






 















	
  

  	
  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: (i) Taxes imposed on or
  measured by net income (however denominated), franchise Taxes, and branch
  profits Taxes, in each case, (A) 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 (B) that are Other Connection
  Taxes, (ii) 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 (A) such Lender acquires such interest in the Loan or
  Commitment (other than pursuant to an assignment request by the Borrower
  under Section 10.14) or (B) 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, (iii) Taxes attributable to
  such Recipient’s failure to comply with Section 3.01(e) and (iv) any U.S. federal
  withholding Taxes imposed pursuant to FATCA. “Facility” means the respective
  facility and commitments utilized in making Loans and credit extensions
  hereunder, it being understood that as of the date of this Agreement there is
  one Facility, i.e. the Term B Facility (and no Incremental Facility), and
  thereafter, may include the Incremental Term Facility. “FASB ASC” means the
  Accounting Standards Codification of the Financial Accounting Standards
  Board. “FATCA” means Sections 1471 through 1474 of the Internal Revenue 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) and
  any current or future regulations or official interpretations thereof and any
  agreements entered into pursuant to Section 1471(b) of the Internal Revenue
  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 (i) if such day is not a
  Business Day, the Federal Funds Rate for such day shall be such rate on such
  transactions on the next preceding Business Day as so published on the next
  succeeding Business Day and (ii) if no such rate is so published on such next
  succeeding Business Day, the Federal Funds Rate for such day shall be the
  average rate (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. “Financial Model” means the financial model in
  respect of Holdings and its Subsidiaries on a Consolidated basis and
  delivered to the Administrative Agent prior to the date hereof, in a form
  satisfactory to the Administrative Agent. “Financial Officer Certification”
  means, with respect to the financial statements for which such certification
  is required, the certification of either (i) the chief financial officer of
  Holdings or (ii) another officer or manager of Holdings familiar generally
  with the financial condition of Holdings and the Restricted Subsidiaries, in
  each case, that such financial statements fairly present, in all material
  respects, the financial condition of Holdings and the Restricted Subsidiaries
  as at the dates indicated and 16 9482345 

  






 















	
  

  	
  the results of
  their operations and their cash flows for the periods indicated, subject to
  changes resulting from audit and normal year-end adjustments. “First
  Amendment” means that certain Amendment No. 1 to Credit Agreement dated as of
  May 7, 2013 among the Borrower, Holdings, the Administrative Agent, the
  Incremental Term Lender (as defined therein) and the other Lenders party
  thereto. “First Amendment Effective Date” means the date on which the
  conditions specified in Section 5.01 of the First Amendment are satisfied (or
  waived). “First Amendment Engagement Letter” means that certain Engagement
  Letter dated as of April 25, 2013 by and among the Borrower and the Lead
  Arrangers. “First Amendment Incremental Term Loan Commitments” means
  Incremental Term Loan Commitments established pursuant to the First
  Amendment. “First Amendment Incremental Term Loans” means Incremental Term
  Loans implemented pursuant to the First Amendment. “First Priority” means,
  with respect to any Lien purported to be created in any Collateral pursuant
  to any Security Document, that such Lien is the only Lien to which such
  Collateral is subject, other than Permitted Liens. “Fiscal Quarter” means a
  fiscal quarter of any Fiscal Year. “Fiscal Year” means the fiscal year of
  Holdings and its Subsidiaries ending on December 31 of each calendar year.
  “Foreign Lender” means a Lender that is not a U.S. Person. “GAAP” means
  generally accepted accounting principles in the United States set forth in
  the opinions and pronouncements of the Accounting Principles Board of the
  American Institute of Certified Public Accountants and statements and
  pronouncements of the Financial Accounting Standards Board or in such other
  statements by such other entity as have been approved by a significant
  segment of the accounting profession, which are in effect from time to time.
  “Governing Documents” shall mean, with respect to any Person, the certificate
  or articles of incorporation, by-laws, or other organizational documents of
  such Person. “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). “Governmental Authorization”
  means any permit, license, authorization, plan, directive, consent order or
  consent decree of or from any Governmental Authority. “Guarantor” means each
  of Holdings and each Subsidiary Guarantor. 17 9482345 

  






 















	
  

  	
  “Guaranty” has
  the meaning specified in Section 5.02(g). “Hazardous Materials” means any
  substances or materials (a) which are defined as hazardous wastes, hazardous
  substances, pollutants, contaminants, or toxic substances under any
  Environmental Law, (b) which are toxic, explosive, corrosive, flammable,
  infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to
  human health or the environment and are regulated by any Governmental
  Authority, (c) the presence of which require investigation or remediation
  under any Environmental Law, (d) the Release of which requires a permit or
  license under any Environmental Law or other Governmental Authorization, (e)
  which are deemed by a Governmental Authority to constitute a nuisance or a
  trespass which poses a health or safety hazard to Persons or neighboring
  properties or (f) which contain, without limitation, asbestos,
  polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum
  hydrocarbons, petroleum derived substances or waste, crude oil, nuclear fuel,
  natural gas or synthetic gas. “Hedge Agreement” means any Interest Rate
  Agreement or Currency Agreement that is entered into by and between any Loan
  Party and any Hedge Bank. “Hedge Bank” means each Lender, each Permitted
  Revolving Credit Facility Lender, each Agent, each Permitted Revolving Credit
  Facility Agent and each of their respective Affiliates counterparty to a
  Hedge Agreement (including any Person who is an Agent or a Lender (and any
  Affiliate thereof) as of the initial Borrowing Date but subsequently, whether
  before or after entering into a Hedge Agreement, ceases to be an Agent or a
  Lender, as the case may be) that has affirmatively elected, by written notice
  to the Administrative Agent and to the Borrower, to treat such Hedge
  Agreement as a Hedge Agreement hereunder. “Historical Financial Statements”
  means (i) the audited financial statements of Holdings and its Subsidiaries
  on a Consolidated basis for the immediately preceding three Fiscal Years,
  consisting of balance sheets and the related Consolidated statements of
  income, stockholders’ equity and cash flows for such Fiscal Years, and (ii)
  the unaudited financial statements of Holdings and its Subsidiaries on a
  Consolidated basis as of the most recent Fiscal Quarter ended after the date
  of the most recent audited financial statements described in clause (i) of
  this definition, consisting of a balance sheet and the related Consolidated statements
  of income, stockholders’ equity and cash flows for the three-, six- or
  nine-month period, as applicable, ending on such date, and, in the case of
  clauses (i) and (ii), certified by the chief financial officer of Holdings
  that they fairly present, in all material respects, the Consolidated
  financial condition of Holdings and its Subsidiaries as at the dates
  indicated and the results of their operations and their cash flows for the
  periods indicated, subject to changes resulting from audit and normal
  year-end adjustments. “HLSS” means Home Loans Servicing Solutions, Ltd., a
  Cayman Islands corporation, and its Subsidiaries. “Holdings” has the meaning
  specified in the preamble to this Agreement. “Increased Amount Date” has the
  meaning specified in Section 2.12(a). “Incremental Amount” means, at any
  time, the excess, if any, of (i) the sum of (A) $200,000,000 and200,000,000,
  (B) the principal amount of the First Amendment Incremental Term Loans and
  (C) the principal amount of the Third Amendment Incremental Term Loans, over
  (ii) the 18 9482345 

  






 















	
  

  	
  aggregate
  amount of Incremental Term Loan Commitments established pursuant to Section
  2.12. For the avoidance of doubt, after giving effect to the making of the
  FirstThird Amendment Incremental Term Loans on the FirstThird Amendment
  Effective Date, the Incremental Amount is $200,000,000. “Incremental
  Assumption Agreement” means an Incremental Assumption Agreement in form and
  substance reasonably satisfactory to the Administrative Agent, among the
  Borrower, the Administrative Agent and one or more Incremental Term Lenders.
  “Incremental Term Borrowing” means a Borrowing comprised of Incremental Term
  Loans. “Incremental Term Facility” means the Incremental Term Loan
  Commitments and the Incremental Term Loans made hereunder. “Incremental Term
  Facility Maturity Date” means, with respect to any series or tranche of
  Incremental Term Loans established pursuant to an Incremental Assumption
  Agreement, the maturity date for as set forth in such Incremental Assumption
  Agreement. “Incremental Term Lender” means a Lender with an Incremental Term
  Loan Commitment or an outstanding Incremental Term Loan. “Incremental Term
  Loan Commitment” means the commitment of any Lender, established pursuant to
  Section 2.12, to make Incremental Term Loans to the Borrower. “Incremental
  Term Loans” means Term Loans made by one or more Lenders to the Borrower
  pursuant to Section 2.01(ii). Incremental Term Loans may be made in the form
  of additional Term B Loans or, to the extent permitted by Section 2.12 and
  provided for in the relevant Incremental Assumption Agreement, Other Term
  Loans. “Indebtedness” means, as applied to any Person, without duplication,
  (i) all indebtedness for borrowed money; (ii) that portion of obligations
  with respect to Capital Leases that is properly classified as a liability on
  a balance sheet in conformity with GAAP; (iii) notes payable and drafts
  accepted representing extensions of credit whether or not representing
  obligations for borrowed money; (iv) any obligation owed for all or any part
  of the deferred purchase price of property or services (other than (y) trade
  accounts and accrued expenses payable in the ordinary course of business and
  (z) any earn-out obligations, including any such obligations incurred under
  ERISA), which is (a) due more than six (6) months from the date of incurrence
  of the obligation in respect thereof or (b) evidenced by a note or similar
  written instrument; (v) all indebtedness secured by any Lien on any property
  or asset owned or held by that Person regardless of whether the indebtedness
  secured thereby shall have been assumed by that Person or is non-recourse to
  the credit of that Person; (vi) the maximum amount (after giving effect to
  any prior drawings or reductions that may have been reimbursed) of any letter
  of credit issued for the account of that Person or as to which that Person is
  otherwise liable for reimbursement of drawings; (vii) all obligations of such
  Person in respect of Disqualified Equity Interests; (viii) the direct or
  indirect guaranty, endorsement (otherwise than for collection or deposit in
  the ordinary course of business), co-making, discounting with recourse or
  sale with recourse by such Person of the obligation of another that would
  otherwise be “Indebtedness” for purposes of this definition; (ix) any
  obligation of such Person the primary purpose or intent of which is to
  provide assurance to an obligee that the obligation of the obligor that would
  otherwise be “Indebtedness” for purposes of this definition thereof shall be paid
  or discharged, or any agreement relating thereto shall be complied with, or
  the holders thereof shall be protected (in whole or in part) against loss in
  respect thereof; (x) any liability of such Person for any Indebtedness of
  another through any agreement (contingent or otherwise) (a) to purchase,
  repurchase or 19 9482345 

  






 















	
  

  	
  otherwise
  acquire such Indebtedness or any security therefor, or to provide funds for
  the payment or discharge of such obligation (whether in the form of loans,
  advances, stock purchases, capital contributions or otherwise) or (b) to
  maintain the solvency or any balance sheet item, level of income or financial
  condition of another if, in the case of any agreement described under
  subclauses (a) or (b) of this clause (x), the primary purpose or intent
  thereof is as described in clause (ix) above; and (xi) all obligations (the
  amount of which shall be determined on a net basis where permitted in the
  relevant contract) of such Person in respect of any exchange traded or over
  the counter derivative transaction, including any Interest Rate Agreement and
  any Currency Agreement, in each case, whether entered into for hedging or
  speculative purposes; provided that in no event shall obligations under any
  derivative transaction be deemed “Indebtedness” for any purpose under Section
  7.01 unless such obligations relate to a derivatives transaction which has
  been terminated. The amount of Indebtedness of any Person for purposes of
  clause (v) shall be deemed to be equal to the lesser of (y) the aggregate
  unpaid amount of such Indebtedness and (z) the fair market value (as
  determined by such Person in good faith) of the property encumbered thereby.
  “Indemnified Taxes” means (i) 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 (ii) to the extent not otherwise
  described in clause (i) above, Other Taxes. “Indemnitee” has the meaning
  specified in Section 10.04(b). “Ineligible Assignee” has the meaning
  specified in Section 10.06(b)(v). “Information” has the meaning specified in
  Section 10.07. “Insolvency Regulation” means the Council Regulation (EC)
  n°1346/2000 of 29 May 2000 on insolvency proceedings. “Intercompany Note”
  means a promissory note substantially in the form of Exhibit K evidencing
  Indebtedness owed among the Loan Parties and the Restricted Subsidiaries.
  “Interest Election Request” means a request by the Borrower to convert or
  continue a Term Borrowing in accordance with Section 2.05. “Interest Payment
  Date” means (i) with respect to any Eurodollar Rate Loan, the last day of
  each Interest Period applicable to the Borrowing of which such Loan is a part
  and, in the case of a Eurodollar Rate Borrowing with an Interest Period of
  more than three months’ duration, each day that would have been an Interest
  Payment Date had successive Interest Periods of three months’ duration been
  applicable to such Borrowing and, in addition, the date of any refinancing or
  conversion of such Borrowing with or to a Borrowing of a different Type and
  (ii) with respect to any Base Rate Loan, the last Business Day of each March,
  June, September and December. “Interest Period” means, as to any Eurodollar
  Rate Borrowing, the period commencing on the date of such Borrowing or on the
  last day of the immediately preceding Interest Period applicable to such
  Borrowing, as applicable, and ending on the numerically corresponding day
  (or, if there is no numerically corresponding day, on the last day) in the
  calendar month that is 1, 3 or 6 months thereafter (or 9 or 12 months, if at
  the time of the relevant Borrowing, all relevant Lenders consent to such
  interest periods), as the Borrower may elect, or the date any Eurodollar Rate
  Borrowing is converted to a Base Rate Borrowing in accordance with Section
  2.05 or repaid or prepaid in accordance with Section 2.06, 20 9482345 

  






 















	
  

  	
  2.07 or 2.08;
  provided, however, that if any Interest Period would end on a day other than
  a Business Day, such Interest Period shall be extended to the next succeeding
  Business Day unless such next succeeding Business Day would fall in the next
  calendar month, in which case such Interest Period shall end on the next
  preceding Business Day. Interest shall accrue from and including the first
  day of an Interest Period to but excluding the last day of such Interest
  Period. “Interest Rate Agreement” means any interest rate swap agreement,
  interest rate cap agreement, interest rate collar agreement, interest rate
  hedging agreement or other similar agreement or arrangement, each of which is
  for the purpose of hedging the interest rate exposure associated with the
  Borrower’s and the Restricted Subsidiaries’ operations and not for
  speculative purposes. “Internal Revenue Code” means the Internal Revenue Code
  of 1986, as amended to the date hereof and from time to time hereafter, and
  any successor statute. “Investment” means (i) any direct or indirect purchase
  or other acquisition by Holdings or any Restricted Subsidiary of, or of a
  beneficial interest in, any of the Securities of any other Person (other than
  the Borrower or a Subsidiary Guarantor); (ii) any direct or indirect
  redemption, retirement, purchase or other acquisition for value, by Holdings
  or any Restricted Subsidiary from any Person (other than the Borrower or any
  Subsidiary Guarantor), of any Equity Interests of such Person; (iii) any
  direct or indirect loan, advance (other than advances to employees for
  moving, entertainment and travel expenses, drawing accounts and similar
  expenditures in the ordinary course of business) or capital contributions by
  Holdings or any Restricted Subsidiary to any other Person (other than the
  Borrower or any Subsidiary Guarantor), including all indebtedness and
  accounts receivable from that other Person that are not current assets or did
  not arise from sales to that other Person in the ordinary course of business,
  (iv) all investments consisting of any exchange traded or over the counter
  derivative transaction, including any Interest Rate Agreement and Currency
  Agreement, whether entered into for hedging or speculative purposes, (v) the
  purchase or other acquisition (in one transaction or a series of
  transactions) of all or substantially all of the property and assets or
  business of another Person or assets constituting a business unit, line of
  business or division of any Person and (vi) expenditures that are or should
  be included in “purchase of property and equipment” or similar items
  reflected in the Consolidated statement of cash flows of Holdings and the
  Restricted Subsidiaries. The amount of any Investment of the type described
  in clauses (i), (ii), (iii), (v) and (vi) shall be the original cost of such
  Investment plus the cost of all additions thereto, without any adjustments
  for increases or decreases in value, or write-ups, write-downs or write-offs
  with respect to such Investment. “IRS” means the United States Internal
  Revenue Service. “Joint Venture” means a joint venture, partnership or other
  similar arrangement, whether in corporate, partnership or other legal form;
  provided that in no event shall any Subsidiary of any Person be considered to
  be a Joint Venture to which such Person is a party. “Junior Indebtedness”
  means Indebtedness of any Person so long as (i) such Indebtedness shall not
  require any amortization prior to the date that is 91 days following the
  latest then applicable Term Facility Maturity Date; (ii) the Weighted Average
  Life to Maturity of such Indebtedness shall occur following the latest then
  applicable Term Facility Maturity Date; (iii) the mandatory prepayment
  provisions, affirmative and negative covenants and financial covenants, if
  any (other than any such provisions or covenants applicable only after the
  latest then applicable Term Facility Maturity Date), shall be no more
  restrictive than the corresponding provisions set forth in the Loan
  Documents; (iv) such Indebtedness is either senior unsecured Indebtedness,
  Subordinated Indebtedness or Convertible Notes; (v) if such Indebtedness is
  incurred by a Loan Party, such Indebtedness may be guaranteed by 21 9482345 

  






 















	
  

  	
  another Loan
  Party so long as (a) such Loan Party shall have also provided a guarantee of
  the Obligations substantially on the terms set forth in the Security
  Agreement and (b) if the Indebtedness being guaranteed is subordinated to the
  Obligations, such guarantee shall be subordinated to the guarantee of the
  Obligations on terms at least as favorable to the Lenders as those contained
  in the subordination of such Indebtedness and reasonably satisfactory to the
  Administrative Agent; and (vi) if such Indebtedness is incurred by a
  Subsidiary that is not a Loan Party, such Indebtedness may be guaranteed by
  another Subsidiary that is not a Loan Party; provided that any Indebtedness
  which, by its terms, provides for amortization prior to the date that is 91
  days following the latest then applicable Term Facility Maturity Date solely
  to the extent that (1) such amortization payments are paid out of the
  Available Amount and (2) such payment is permitted under Section 7.04 of this
  Agreement shall be deemed Junior Indebtedness so long as the other conditions
  stated herein are satisfied. “Laws” means, collectively, all international,
  foreign, Federal, state and local statutes, treaties, rules, guidelines,
  regulations, ordinances, codes and administrative or judicial precedents or
  authorities, including the interpretation or administration thereof by any
  Governmental Authority charged with the enforcement, interpretation or
  administration thereof, and all applicable administrative orders, directives,
  requests, licenses, authorizations and permits of, and agreements with, any
  Governmental Authority, in each case whether or not having the force of Law.
  “Lead Arranger” means (i) Bank of America, N.A. or its designated affiliate,
  Barclays Bank PLC or its designated affiliate, Citigroup Global Markets Inc.
  or its designated affiliate and, in each case, any respective successors
  thereto and, (ii) at any time on or after the Second Amendment Effective
  Date, J.P. Morgan Securities LLC or its designated affiliate and any
  successor thereto and (iii) at any time on or after the Third Amendment
  Effective Date, Wells Fargo Securities, LLC or its designated affiliate and
  any successor thereto. “Leaseholds” of any Person means all the right, title
  and interest of such Person as lessee or licensee in, to and under leases or
  licenses of land, improvements and/or fixtures. “Lender” means each financial
  institution listed on Schedule 2.01 (other than any such person that ceased
  to be a party hereto pursuant to an Assignment and Acceptance in accordance
  with Section 10.06), as well as any Person that becomes a “Lender” hereunder
  pursuant to Section 10.06, 2.12 or 2.14, including, for the avoidance of
  doubt, the Refinancing LendersIncremental Term Lender under and as defined in
  the SecondThird Amendment. “Lender Participation Notice” has the meaning
  specified in Section 2.08(a)(iii)(C). “Lending Office” means with respect to
  any Lender and for each Type of Loan, the “Lending Office” of such Lender (or
  of an Affiliate of such Lender) designated for such Type of Loan in such
  Lender’s Administrative Questionnaire or in any applicable Assignment and
  Acceptance pursuant to which such Lender became a Lender hereunder or such
  other office of such Lender (or of an Affiliate of such Lender) as such
  Lender may from time to time specify to the Administrative Agent and the
  Borrower as the office by which its Loans of such Type are to be made and
  maintained. “Lien” means (i) any lien, mortgage, pledge, assignment, security
  interest, charge or encumbrance of any kind (including any agreement to give
  any of the foregoing, any conditional sale or other title retention
  agreement, and any lease or license in the nature thereof) and any option,
  trust or other preferential arrangement having the practical effect of any of
  the foregoing and (ii) in the case of Securities, any purchase option, call
  or similar right of a third party with respect to such Securities; provided
  that in no event shall an operating lease in and of itself be deemed a Lien.
  22 9482345 

  






 















	
  

  	
  “Loan
  Documents” means this Agreement, each Guaranty, each Security Document, each
  Note (if any), the First Amendment, the Second Amendment, the Third
  Amendment, the Administrative Agent Fee Letter, the Engagement Letter, the
  First Amendment Engagement Letter, the Second Amendment Engagement Letter,
  the Third Amendment Engagement Letter and all agreements, instruments or
  documents in connection therewith. “Loan Modification Agreement” has the
  meaning specified in Section 10.01. “Loan Modification Offer” has the meaning
  specified in Section 10.01. “Loan Parties” means Holdings, the Borrower and
  the Subsidiary Guarantors. “Loans” means the Term B Loans and the Incremental
  Term Loans (if any). “Local Time” means New York City time. “London Banking
  Day” means any day on which dealings in Dollar deposits are conducted by and
  between banks in the London interbank eurodollar market. “Lux Holdco” means
  Altisource Holdings S.à r.l., a private limited liability company (société à
  responsabilité limitée) to be organized and established under the laws of the
  Grand Duchy of Luxembourg on or about the Third Amendment Effective Date.
  “Luxembourg” means the Grand Duchy of Luxembourg. “Luxembourg Party” means
  any Loan Party organized and established under the laws of Luxembourg.
  “Luxembourg Security Agreement” means each share pledge agreement,
  receivables pledge agreement and account pledge agreement, in each case
  governed by the laws of Luxembourg and dated as of the date hereof, among the
  Luxembourg Parties party thereto and the Collateral Agent. “Margin Stock” has
  the meaning specified in Regulation U. “Material Adverse Effect” means any
  event, change, effect, development, circumstance or condition that has had or
  could reasonably be expected to have a material adverse effect on (i) the
  business, general affairs, assets, liabilities, operations or financial
  condition of Holdings and the Restricted Subsidiaries taken as a whole; (ii)
  the ability of the Loan Parties, taken as a whole, to perform their respective
  payment Obligations; (iii) the legality, validity, binding effect or
  enforceability against a Loan Party of a Loan Document to which it is a
  party; or (iv) the rights, remedies and benefits available to, or conferred
  upon, any Agent and any Lender or any Secured Party under any Loan Document.
  “Material Indebtedness” means Indebtedness (other than the Loans) of any one
  or more of Holdings or any Restricted Subsidiary in an individual principal
  amount (or Net Mark-to-Market Exposure) of $40,000,000 or more. 23 9482345 

  






 















	
  

  	
  “Material
  Subsidiary” means, at any time, (i) each Restricted Subsidiary which
  represents (a) 5.0% or more of Consolidated Adjusted EBITDA, (b) 5.0% or more
  of Consolidated Total Assets or (c) 5.0% or more of Consolidated total
  revenues of Holdings and the Restricted Subsidiaries, in each case as
  determined at the end of the most recent Fiscal Quarter of Holdings based on
  the financial statements of Holdings delivered pursuant to Section 6.01(a)
  and (b) of this Agreement (but (y) excluding from each such calculation the
  contribution of Unrestricted Subsidiaries and (z) calculated, in each case,
  without giving effect to any intercompany revenue, expenses, receivables or
  other intercompany transactions) and (ii) any Restricted Subsidiary designated
  by notice in writing given by the Borrower to the Administrative Agent to be
  a “Material Subsidiary”; provided that any such Restricted Subsidiary so
  designated as a “Material Subsidiary” shall at all times thereafter remain a
  Material Subsidiary for the purposes of this Agreement unless otherwise
  agreed to by the Borrower and the Administrative Agent or unless such
  Material Subsidiary ceases to be a Restricted Subsidiary in a transaction not
  prohibited hereunder; and provided, further, that if at any time the
  Restricted Subsidiaries that are not Material Subsidiaries because they do
  not meet the thresholds set forth in clause (i) comprise in the aggregate
  more than (x) 5.0% of Consolidated Adjusted EBITDA, (y) 5.0% of Consolidated
  Total Assets or (z) 5.0% of Consolidated total revenues of Holdings and the
  Restricted Subsidiaries, in each case as determined at the end of the most
  recent Fiscal Quarter of Holdings based on the financial statements of
  Holdings delivered pursuant to Section 6.01(a) and (b) of this Agreement (but
  (y) excluding from each such calculation the contribution of Unrestricted
  Subsidiaries and (z) calculated, in each case, without giving effect to any
  intercompany revenue, expenses, receivables or other intercompany
  transactions), then the Borrower shall, not later than forty-five (45) days
  after the date by which financial statements for such Fiscal Quarter are
  required to be delivered pursuant to Section 6.01(a) and (b) of this
  Agreement (or such longer period as the Administrative Agent may agree in its
  reasonable discretion), (1) designate in writing to the Administrative Agent
  one or more Restricted Subsidiaries as “Material Subsidiaries” to the extent
  required such that the foregoing excess ceases and (2) comply with the provisions
  of Section 6.09 applicable to such Subsidiaries. Schedule 1.01 contains a
  list of all Material Subsidiaries as of the initial Borrowing Date. At all
  times prior to the first delivery of financial statements pursuant to Section
  6.01(a) or (b), such determinations shall be made based on the Historical
  Financial Statements but, for the avoidance of doubt, (y) excluding from each
  such calculation the contribution of Unrestricted Subsidiaries and (z)
  calculated, in each case, without giving effect to any intercompany revenue,
  expenses, receivables or other intercompany transactions. Notwithstanding the
  foregoing, (x) none of the Original Spun-Off Entities shall be deemed to be a
  Material Subsidiary at any time prior to the date that is 90 days (or such
  longer period, not to exceed an additional 90 days, as may be reasonably
  agreed by the Administrative Agent) after the initial Borrowing Date and (y)
  Altisource Business Solutions Private Limited shall not be deemed to be a
  Material Subsidiary at any time unless (1) the Borrower has designated it as
  a “Material Subsidiary” in accordance with clause (ii) above or (2) it
  represents 10.0% or more of Consolidated Adjusted EBITDA, (b) 20.0% or more
  of Consolidated Total Assets or (c) 10.0% or more of Consolidated total
  revenues of Holdings and the Restricted Subsidiaries, in each case as
  determined at the end of the most recent Fiscal Quarter of Holdings based on
  the financial statements of Holdings delivered pursuant to Section 6.01(a)
  and (b) of this Agreement (but (y) excluding from each such calculation the
  contribution of Unrestricted Subsidiaries and (z) calculated, in each case,
  without giving effect to any intercompany revenue, expenses, receivables or
  other intercompany transactions). “Maximum Rate” has the meaning specified in
  Section 10.10. “Moody’s” means Moody’s Investors Service, Inc., and any
  successor thereto. 24 9482345 

  






 















	
  

  	
  “Mortgage”
  shall mean a mortgage, deed of trust, deed to secure debt or similar security
  instrument in form and substance reasonably satisfactory to the
  Administrative Agent encumbering the Mortgaged Property. “Mortgaged Property”
  shall mean any Real Property located in the United States and having a fair
  market value in excess of $10,000,000 owned in fee by Holdings or any Restricted
  Subsidiary which is encumbered (or required to be encumbered) by a Mortgage
  pursuant to the terms of this Agreement or any Security Document.
  “Multiemployer Plan” means any Employee Benefit Plan which is a
  “multiemployer plan” as defined in Section 4001(a)(3) of ERISA and subject to
  Title IV of ERISA to which the Loan Party or any of its ERISA Affiliates
  makes or is obligated to make contributions. “Narrative Report” means, with
  respect to the financial statements for which such narrative report is required,
  a narrative report describing the operations of Holdings and the Restricted
  Subsidiaries with content substantially consistent with the requirements for
  “Management’s Discussion and Analysis of Financial Condition and Results of
  Operations” for a Quarterly Report on Form 10-Q or Annual Report on Form 10-K
  under the rules and regulations of the SEC, or any similar successor
  provisions, which may be satisfied for the relevant period by delivery of a
  Form 10-Q or Form 10-K, as applicable, as contemplated by Section 6.01
  hereof. “NAIC” means the National Association of Insurance Commissioners, and
  any successor thereto. “Net Cash Proceeds” means (a) with respect to any
  Asset Sale, an amount equal to: (i) cash payments (including any cash
  received by way of deferred payment pursuant to, or by monetization of, a
  note receivable or otherwise, but only as and when so received) received by
  Holdings or any Restricted Subsidiary from such Asset Sale, minus (ii) any
  bona fide direct costs incurred in connection with such Asset Sale, including
  (1) income or gains taxes paid or payable by the seller as a result of any
  gain recognized in connection with such Asset Sale, (2) payment of the
  outstanding principal amount of, premium or penalty, if any, and interest on
  any Indebtedness (other than the Loans) that is secured by a Lien on the
  stock or assets (or the equity of any Subsidiary owning the assets) in
  question and that is required to be repaid under the terms thereof as a
  result of such Asset Sale, (3) the out-of-pocket fees and expenses (including
  attorneys’ fees, investment banking fees, survey costs, title insurance
  premiums, and related search and recording charges, transfer taxes, deed or
  mortgage recording taxes, other customary expenses and brokerage, consultant
  and other customary fees) actually incurred by Holdings or such Restricted
  Subsidiary in connection with such Asset Sale, and (4) a reasonable reserve
  for any indemnification payments (fixed or contingent) attributable to
  seller’s indemnities and representations and warranties to purchaser in
  respect of such Asset Sale undertaken by Holdings or any Restricted
  Subsidiary in connection with such Asset Sale or for adjustments to the sale
  price in connection therewith, provided if all or any portion of any such
  reserve is not used or is released, then the amount not used or released
  shall comprise Net Cash Proceeds; and (b) with respect to any issuance or
  incurrence of Indebtedness, the cash proceeds thereof, net of investment
  banking fees, underwriting discounts, commissions costs and other
  out-of-pocket expenses and other customary expenses associated therewith,
  including reasonable legal fees and expenses. “Net Insurance/Condemnation
  Proceeds” means an amount equal to: (i) any cash payments or proceeds received
  by Holdings or any Restricted Subsidiary (a) under any casualty insurance
  policy in respect of a covered loss thereunder or (b) as a result of the
  taking of any assets of Holdings or any Restricted Subsidiary by any Person
  pursuant to the power of eminent domain, condemnation or otherwise, or
  pursuant to a sale of any such assets to a purchaser with such power under
  threat of such a 25 9482345 

  






 















	
  

  	
  taking, minus
  (ii) (a) any actual and reasonable costs incurred by Holdings or any
  Restricted Subsidiary in connection with the adjustment or settlement of any
  claims of Holdings or such Restricted Subsidiary in respect thereof and (b)
  any bona fide direct costs (including restoration costs and expenses)
  incurred in connection with any sale of such assets as referred to in clause
  (i)(b) of this definition, including income taxes payable as a result of any
  gain recognized in connection therewith. “Net Mark-to-Market Exposure” of a
  Person means, as of any date of determination, the excess (if any) of all
  unrealized losses over all unrealized profits of such Person arising from
  Hedge Agreements or other Indebtedness of the type described in clause (xi)
  of the definition of “Indebtedness.” As used in this definition, “unrealized
  losses” means the fair market value of the cost to such Person of replacing
  such Hedge Agreement or such other Indebtedness as of the date of
  determination (assuming the Hedge Agreement or such other Indebtedness were
  to be terminated as of that date), and “unrealized profits” means the fair market
  value of the gain to such Person of replacing such Hedge Agreement or such
  other Indebtedness as of the date of determination (assuming such Hedge
  Agreement or such other Indebtedness were to be terminated as of that date).
  “NFIP” shall mean the National Flood Insurance Program created by the U.S.
  Congress pursuant to the National Flood Insurance Act of 1968, the Flood
  Disaster Protection Act of 1973, the National Flood Insurance Reform Act of
  1994 and the Flood Insurance Reform Act of 2004. “Non-Consenting Lender” has
  the meaning specified in Section 10.01. “Non-Defaulting Lender” means, at any
  time, each Lender that is not a Defaulting Lender. “Non-Public Information”
  means information which has not been disseminated in a manner making it
  available to investors generally, within the meaning of Regulation FD.
  “Non-Recourse Debt” means Indebtedness (a) with respect to which no default
  would permit (upon notice, lapse of time or both) any holder of any other
  Indebtedness of any Loan Party to declare a default on such other
  Indebtedness or cause the payment thereof to be accelerated or payable prior
  to its stated maturity and (b) as to which the lenders or holders thereof
  will not have any recourse to the Equity Interests or assets of any of the
  Loan Parties. “Not Otherwise Applied” means, with respect to the portion of
  the Available Amount that is proposed to be applied to a particular use or
  transaction permitted by this Agreement, that such amount has not previously
  been (and is not simultaneously being) applied to anything other than such
  particular use or transaction. “Note” or “Notes” has the meaning specified in
  Section 2.06(e). “Obligations” means, at any date, (i) all Term Credit
  Obligations and (ii) all obligations of a Loan Party then owing under any
  Hedge Agreement to any Hedge Bank, in each case other than any Excluded Swap
  Obligations. “Ocwen” means Ocwen Financial Corporation and its Subsidiaries.
  26 9482345 

  






 















	
  

  	
  “Ocwen
  Acquisition” means any acquisition by Ocwen, whether by purchase, merger or
  otherwise, of all or a portion of the assets of, all or a portion of the
  Equity Interests of, or a business line or unit or division of, any Person.
  “Ocwen Acquisition EBITDA” means, with respect to any Ocwen Acquisition for
  any period, the amount of revenues derived by the Borrower and its Restricted
  Subsidiaries from Ocwen Acquisition Services, less the amount of expenses
  incurred by the Borrower and its Restricted Subsidiaries in connection with
  the provision of Ocwen Acquisition Services, in each case, as set forth in
  the projections with respect to such Ocwen Acquisition Services as determined
  by the Borrower in good faith and consistent with historical pro forma
  calculation methodology for similarly situated assets with respect to prior
  acquisitions by Ocwen (as certified by an Authorized Officer of the Borrower
  in the Compliance Certificate). “Ocwen Acquisition Fulcrum Date” means the
  date on which the Borrower or any Restricted Subsidiary begins providing
  services with respect to assets acquired by Ocwen in connection with the
  applicable Ocwen Acquisition. “Ocwen Acquisition Fulcrum Quarter” means the
  Fiscal Quarter during which the Ocwen Acquisition Fulcrum Date occurs with
  respect to an Ocwen Acquisition. “Ocwen Acquisition Services” means, with respect
  to any Ocwen Acquisition, services provided by the Borrower and its
  Restricted Subsidiaries to Ocwen or any of its Subsidiaries with respect to
  assets acquired by Ocwen or any of its Subsidiaries pursuant to an Ocwen
  Acquisition. “OFAC” means The Office of Foreign Assets Control of the U.S.
  Department of the Treasury. “Offered Loans” has the meaning specified in
  Section 2.08(a)(iii)(C). “OID” has the meaning specified in Section 2.12(b).
  “Organizational Documents” means, with respect to any Person, all formation,
  organizational and governing documents, instruments and agreements, including
  (i) with respect to any corporation, its certificate or articles of
  incorporation or organization, as amended, supplemented or otherwise
  modified, and its by-laws, as amended, supplemented or otherwise modified,
  (ii) with respect to any limited partnership, its certificate of limited
  partnership, as amended, supplemented or otherwise modified, and its
  partnership agreement, as amended, supplemented or otherwise modified, (iii)
  with respect to any general partnership, its partnership agreement, as
  amended, supplemented or otherwise modified and (iv) with respect to any
  limited liability company, its articles of organization, as amended,
  supplemented or otherwise modified, and its operating agreement, as amended,
  supplemented or otherwise modified. In the event any term or condition of
  this Agreement or any other Loan Document requires any Organizational
  Document to be certified by a secretary of state or similar governmental
  official, the reference to any such “Organizational Document” shall only be
  to a document of a type customarily certified by such governmental official.
  “Original Term Facility” means, immediately prior to the effectiveness of the
  Second Amendment, the aggregate principal amount of the Original Term Loans
  outstanding at such time. 27 9482345 

  






 















	
  

  	
  “Original Term
  Lender” means, immediately prior to the effectiveness of the Second
  Amendment, any Lender that holds Original Term Loans at such time. “Original
  Term Loan” means any loan made by any Original Term Lender under the Original
  Term Facility. “Original Spun-Off Entities” means each of Altisource Asset
  Management Corporation, Altisource Residential Corporation, Altisource
  Residential GP, LLC, Altisource Residential, L.P. and Altisource Consulting,
  S.à r.l. “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 (i) any such Taxes
  that are Other Connection Taxes imposed with respect to an assignment (other
  than any assignment made pursuant to a request by the Borrower under Section
  3.06 or any assignment made pursuant to Section 10.14) and (ii) any such
  Taxes imposed by Luxembourg (or any political subdivision or taxing authority
  thereof or therein) that are payable due to a registration, submission or
  filing by a Recipient of any Loan Document in Luxembourg (or any political
  subdivision thereof) where such registration, submission or filing is or was
  not required to maintain or preserve any rights of such Recipient under such
  Loan Document. “Other Term Loans” has the meaning specified in Section
  2.12(a). “Participant” has the meaning specified in Section 10.06(d).
  “Participant Register” has the meaning specified in Section 10.06(d). “Patent
  Security Agreement” shall mean that Patent Security Agreement, dated as of
  the date hereof, among the Loan Parties party thereto and the Collateral
  Agent. “Patriot Act” has the meaning specified in Section 10.19. “PBGC” means
  the Pension Benefit Guaranty Corporation, or any successor thereto. “Pension
  Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which
  is subject to Title IV of ERISA. “Permitted Amendment” has the meaning
  specified in Section 10.01. 28 9482345 

  






 















	
  

  	
  “Permitted
  Acquisition” means any acquisition by the Borrower or any Restricted
  Subsidiary, whether by purchase, merger or otherwise, of all or substantially
  all of the assets of, all of the Equity Interests of, or a business line or
  unit or a division of, any Person (such Person, the “Acquired Entity”);
  provided that: (i) immediately prior thereto, and after giving effect
  thereto, no Default or Event of Default shall have occurred and be Continuing
  or would result therefrom; (ii) all transactions in connection therewith
  shall be consummated, in all material respects, in accordance with all
  applicable laws and in conformity with all applicable Governmental
  Authorizations; (iii) in the case of the acquisition of Equity Interests, all
  of the Equity Interests (except for any such Equity Interests in the nature
  of directors’ qualifying shares required pursuant to applicable law) acquired
  or otherwise issued by such Person or any newly formed Restricted Subsidiary
  in connection with such acquisition shall be owned 100% by the Borrower, a
  Subsidiary Guarantor or a Restricted Subsidiary of the Borrower, and the
  Borrower shall have taken, or caused to be taken, as of the date such Person
  becomes a Subsidiary, each of the actions set forth in Section 6.09 (to the
  extent applicable); (iv) immediately prior to and after giving effect to such
  acquisition, the Total Leverage Ratio, determined in accordance with Section
  7.07 as of the last day of the Fiscal Quarter most recently ended for which
  the financial statements required by Section 6.01(a) or (b), as the case may
  be, have been (or were required to be) delivered, does not exceed 3.50:1.00;
  (v) for acquisitions involving Acquisition Consideration of $10,000,000 or
  more, the Borrower shall have delivered to the Administrative Agent at least
  three (3) Business Days prior to such proposed acquisition, (x) a Compliance
  Certificate evidencing compliance with clause (iv) above, (y) all other
  relevant financial information with respect to such acquired assets,
  including the aggregate consideration for such acquisition and any other
  information required to demonstrate compliance with clause (iv) above and (z)
  an updated version of Schedule 1.01 and 1.02; (vi) any Person or assets or
  division as acquired in accordance herewith shall be in the same business or
  lines of business in which the Borrower or the Restricted Subsidiaries are
  engaged as of the Borrowing Date or similar or related businesses; (vii) the
  Acquired Entity shall become, or shall merge with and into, a Restricted
  Subsidiary; (viii) the Acquisition Consideration for all Acquired Entities
  that do not become Subsidiary Guarantors shall not exceed the sum of (1) $ 25,000,000 and (2) the Available Amount at such time that is Not Otherwise
  Applied; and (ix) for all such acquisitions, the Borrower shall have
  delivered to the Administrative Agent at least three (3) Business Days prior
  to such proposed acquisition a certificate of an Authorized Officer of the
  Borrower certifying compliance with clauses (i) – (viii) above. “Permitted
  Equator Transaction” means a potential transaction or series of transactions
  by the Borrower or a Restricted Subsidiary relating to the acquisition (of
  stock, assets or a combination 29 9482345 

  






 















	
  

  	
  thereof) of, or
  combination with, a Person engaged in business line(s) similar to certain
  Core Business Activities which, as of the First Amendment Effective Date, is
  anticipated to be consummated prior to December 31, 2013; provided that (i)
  the initial cash purchase price payable by the Borrower or any Restricted
  Subsidiary shall not exceed $70,000,000; (ii) the earn-out obligations
  incurred by the Borrower or any Restricted Subsidiary shall not exceed
  $80,000,000; (iii) any Acquired Entity in the Permitted Equator Transaction
  shall become a Subsidiary Guarantor pursuant to, and as required by, Section
  6.09; and (iv) any property or assets acquired in connection with the
  Permitted Equator Transaction shall be acquired by a Loan Party. “Permitted
  Liens” has the meaning specified in Section 7.02. “Permitted Lux
  Contribution” means the contribution by Holdings of 100% of the Equity
  Interests of the Borrower to Lux Holdco following the Third Amendment
  Effective Date. “Permitted Refinancing” means, with respect to any Person,
  any modification, refinancing, refunding, renewal or extension of any
  Indebtedness of such Person; provided that (a) the principal amount (or
  accreted value, if applicable) thereof does not exceed the principal amount
  (or accreted value, if applicable) of the Indebtedness so modified,
  refinanced, refunded, renewed or extended except by an amount equal to unpaid
  accrued interest and premium thereon plus other reasonable amounts paid, and
  fees and expenses reasonably incurred, in connection with such modification,
  refinancing, refunding, renewal or extension and by an amount equal to any
  existing commitments unutilized thereunder; (b) other than with respect to a
  Permitted Refinancing in respect of Indebtedness permitted pursuant to
  Section 7.01(f), such modification, refinancing, refunding, renewal or
  extension has a final maturity date equal to or later than the final maturity
  date of, and has a Weighted Average Life to Maturity equal to or greater than
  the Weighted Average Life to Maturity of, the Indebtedness being modified,
  refinanced, refunded, renewed or extended (except by virtue of amortization
  of or prepayment of Indebtedness prior to such date of determination); (c)
  other than with respect to a Permitted Refinancing in respect of Indebtedness
  permitted pursuant to Section 7.01(f), at the time thereof, no Default or
  Event of Default shall have occurred and be Continuing; (d) to the extent
  such Indebtedness being modified, refinanced, refunded, renewed or extended
  is subordinated in right of payment to the Obligations, such modification,
  refinancing, refunding, renewal or extension is either (i) subordinated in
  right of payment to the Obligations on terms at least as favorable to the
  Lenders as those contained in the documentation governing the Indebtedness
  being modified, refinanced, refunded, renewed or extended or (ii) in the form
  of Junior Indebtedness permitted to be incurred under Section 7.01(m); (e)
  Indebtedness of the Borrower or a Subsidiary Guarantor shall not refinance
  Indebtedness of a Subsidiary that is not a Subsidiary Guarantor; and (f) to
  the extent such Indebtedness being modified, refinanced, refunded, replaced,
  renewed, or extended is Junior Indebtedness, the material terms and
  conditions (including, if applicable, as to collateral but excluding as to
  subordination, interest rate and redemption premium) of any such
  modification, refinancing, refunding, renewal or extension (other than any
  such terms and conditions applicable only after the latest then applicable
  Term Facility Maturity Date), taken as a whole, are not materially less
  favorable to the Lenders than the terms and conditions of the Indebtedness
  being modified, refinanced, refunded, renewed or extended, as reasonably
  determined by the Borrower in good faith, than the terms and conditions of
  the Indebtedness being modified, refinanced, refunded, replaced, renewed or
  extended; provided that a certificate of the Borrower delivered to the
  Administrative Agent at least five (5) Business Days prior to the incurrence
  of such Indebtedness, together with a reasonably detailed description of the
  material covenants of such Indebtedness or drafts of the documentation
  relating thereto, stating that the Borrower has reasonably determined in good
  faith that such terms and conditions satisfy the foregoing requirement shall
  be conclusive evidence that such terms and conditions satisfy the foregoing
  requirement unless the Administrative Agent notifies the Borrower within such
  five 30 9482345 

  






 















	
  

  	
  Business Day
  period that it disagrees with such determination (including a reasonably
  detailed description of the basis upon which it disagrees). “Permitted ResCap
  Transaction” means the transactions contemplated by that certain Agreement
  dated as of April 12, 2013 between the Borrower and Ocwen, pursuant to which,
  among other things, the parties thereto agreed that the Borrower shall, in
  accordance with the terms thereof, be the exclusive provider of certain
  services with respect to the mortgage servicing platform assets of
  Residential Capital, LLC which were acquired by Ocwen on February 15, 2013.
  “Permitted Revolving Credit Commitment” means a commitment to make revolving
  credit loans to the Borrower from time to time pursuant to a Permitted
  Revolving Credit Facility. “Permitted Revolving Credit Facility” means a
  revolving credit facility established pursuant to Permitted Revolving Credit
  Facility Documentation or a Permitted Revolving Credit Facility Amendment (as
  elected by the Borrower) in an aggregate principal amount not to exceed
  $100,000,000. Notwithstanding the foregoing no revolving credit facility shall
  constitute a Permitted Revolving Credit Facility unless at the time of the
  establishment thereof, the Senior Secured Leverage Ratio (as established
  pursuant to a certificate of an Authorized Officer of the Borrower showing
  the Senior Secured Leverage Ratio determined in accordance with Section 7.07
  as of the last day of the Fiscal Quarter most recently ended for which the
  financial statements required by Section 6.01(a) or (b), as the case may be,
  have been (or were required to be) delivered immediately prior to and after
  giving effect to the establishment of such Permitted Revolving Credit
  Facility and assuming that such Permitted Revolving Credit Facility is fully
  funded) is equal to or less than 3.00 to 1.00. “Permitted Revolving Credit
  Facility Agent” means any administrative agent or collateral agent under any
  Permitted Revolving Credit Facility, which, for the avoidance of doubt, may,
  but need not be, the Administrative Agent and/or the Collateral Agent.
  “Permitted Revolving Credit Facility Amendment” means an amendment to this
  Agreement, in form and substance reasonably satisfactory to the
  Administrative Agent, among the Borrower, the Administrative Agent and one or
  more Permitted Revolving Credit Lenders, pursuant to which the Borrower may
  establish a Permitted Revolving Credit Facility. Without limiting the
  generality of the foregoing, it is acknowledged and agreed that any Permitted
  Revolving Credit Facility may have more restrictive terms (such as financial
  maintenance covenants) than those applicable to the Term Loans and may bear
  fees and interest rates as may be agreed upon by the Borrower, the Permitted
  Credit Facility Agent(s) and the Permitted Revolving Credit Lender(s).
  “Permitted Revolving Credit Facility Documentation” means a revolving credit
  agreement, security documents and other loan documents, each in form and
  substance reasonably satisfactory to the Administrative Agent, among the
  Borrower, a Permitted Revolving Credit Facility Agent and one or more
  Permitted Revolving Lenders, pursuant to which the Borrower may establish a
  Permitted Revolving Credit Facility. Without limiting the generality of the
  foregoing, it is acknowledged and agreed that any Permitted Revolving Credit
  Facility may have more restrictive terms (such as financial maintenance
  covenants) than those applicable to the Term Loans and may bear fees and
  interest rates as may be agreed upon by the Borrower, the Permitted Credit
  Facility Agent(s) and the Permitted Revolving Credit Lender(s). 31 9482345 

  






 














	
  

  	
  “Permitted
  Revolving Credit Lender” means, at any time, any lender that has a Permitted
  Revolving Credit Commitment as such time. “Permitted Revolving Credit Liens”
  means Liens on the assets of Holdings and the Restricted Subsidiaries
  securing a Permitted Revolving Credit Facility, which are (i) either pari
  passu with or junior to the Liens securing the Obligations and do not extend
  to any property or assets of Holdings and its Subsidiaries other than the
  Collateral and (ii) if such Permitted Revolving Credit Facility is
  established pursuant to Permitted Revolving Credit Facility Documentation
  rather than a Permitted Revolving Credit Facility Amendment, (A) granted to
  the Permitted Revolving Credit Facility Agent for the benefit of the
  Permitted Revolving Credit Facility Lenders under security documents
  substantially identical to the Security Documents and (B) subject to a
  customary intercreditor or collateral sharing or subordination arrangement in
  form and substance reasonably satisfactory to the Administrative Agent that
  is entered into between the Collateral Agent (as collateral agent for the
  Secured Parties) and the Permitted Revolving Credit Facility Agent and that
  provides for lien sharing and the pari passu or junior treatment of the
  Permitted Revolving Credit Facility Liens with the Liens securing the
  Obligations. “Permitted Share Buyback” means any existing share repurchase
  program of Holdings pursuant to which Holdings may repurchase a portion of
  its Equity Interests pro rata from its equityholders. “Permitted Spin-Off”
  means (i) the Spinoff and (ii) any additional spinoff transactions of all or
  a portion of the consumer real estate portal business and/or related entities
  of the Borrower and its Subsidiaries, provided that, solely with respect to any
  transaction contemplated by this clause (ii), immediately before and after
  giving effect to such transaction, (x) no Event of Default exists and (y) the
  Total Leverage Ratio, determined in accordance with Section 7.07 as of the
  last day of the Fiscal Quarter most recently ended for which the financial
  statements required by Section 6.01(a) or (b), as the case may be, have been
  (or were required to be) delivered, does not exceed 3.00:1.00. Any such
  transaction may be structured as a disposition of Equity Interests of such
  entities or one or more investment vehicles created in contemplation of such
  transaction (any such investment vehicle, a “Permitted Spin-Off Vehicle”) or
  otherwise and may include the sales or dispositions of assets and any
  investments, distributions and sales made in connection therewith. “Permitted
  Spin-Off Vehicle” has the meaning specified in the definition of “Permitted
  Spin-Off.” “Person” or “person” means and includes natural persons,
  corporations, limited partnerships, general partnerships, limited liability
  companies, limited liability partnerships, joint stock companies, Joint
  Ventures, associations, companies, trusts, banks, trust companies, land
  trusts, business trusts or other organizations, whether or not legal
  entities, and Governmental Authorities. “Platform” has the meaning specified
  in Section 10.08. “Prepayment Date” has the meaning specified in Section
  2.08(b)(ix). “Prime Rate” means, for any day, the rate of interest in effect
  for such day as publicly announced from time to time by Bank of America as
  its “prime rate”. 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, 32 9482345 

  






 















	
  

  	
  which may be
  priced at, above or below such announced rate. Any change in such 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. “Principal
  Customer Acquisition” means any acquisition by (i) Ocwen, (ii) HLSS or (iii)
  any Spun-Off Entity or a Subsidiary of a Spun-Off Entity, in each case
  whether by purchase, merger or otherwise, of all or substantially all of the
  assets of, all of the Equity Interests of, or a business line or unit or a
  division of, any Person, or of a pool of residential asset portfolios
  (including, without limitation, real estate owned property or non-performing
  loan assets) or a servicing platform or mortgage servicing rights related to
  any of the foregoing; provided that, with respect to any acquisition of
  interest in real estate owned property or non-performing loan assets (x) such
  acquisition shall be limited to such property or assets owned by a Spun-Off
  Entity formed in connection with the Spinoff and (y) Holdings’ or any of its
  Subsidiaries’ interest in any such property or assets shall terminate upon
  the completion of the Spinoff. “Proposed Discounted Prepayment Amount” has
  the meaning specified in Section 2.08(a)(iii)(B). “Projections” has the
  meaning specified in Section 6.01(c). “Public Lender” has the meaning
  specified in Section 10.08. “Qualified Cash” means, as of any date of
  determination, the amount of Cash and Cash Equivalents held by the Loan
  Parties (as reflected on their consolidated balance sheet in accordance with
  GAAP) that are not subject to any Lien other than any Lien in favor of the
  Collateral Agent securing Obligations. “Qualifying Lenders” has the meaning
  specified in Section 2.08(a)(iii)(D). “Qualifying Loans” has the meaning
  specified in Section 2.08(a)(iii)(D). “Real Property” of any Person means all
  the right, title and interest of such Person in and to land, improvements and
  fixtures, including Leaseholds. “Recipient” means the Administrative Agent,
  any Lender or any other recipient of any payment to be made by or on account
  of any obligation of any Loan Party hereunder. “Refinancing Amendment” means
  an amendment to this Agreement, in form and substance reasonably satisfactory
  to the Administrative Agent, among the Borrower, the Administrative Agent and
  the Lenders providing Refinancing Debt, effecting the incurrence of such
  Refinancing Debt in accordance with Section 2.14, including the Second
  Amendment. “Refinancing Borrowing Date” has the meaning specified in Section
  2.14(c). “Refinancing Debt” has the meaning specified in Section 2.14(a). 33
  9482345 

  






 















	
  

  	
  “Refinancing
  Debt Liens” means Liens on the assets of Holdings and the Restricted
  Subsidiaries securing Refinancing Debt, which are, in the case of such Liens
  on the Collateral, junior to, or pari passu with, the Liens securing the
  Obligations, provided that such Liens are granted under security documents to
  a collateral agent or collateral trustee for the benefit of the holders of
  such Indebtedness and (i) in the case of such Liens on the Collateral that
  are junior to the Liens on the Collateral securing the Obligations, subject
  to a customary intercreditor agreement that is reasonably satisfactory to the
  Administrative Agent and that is entered into between the Collateral Agent
  (as collateral agent for the Secured Parties), such other collateral agent or
  collateral trustee, the Loan Parties and any other relevant collateral agent
  or collateral trustee and which provides for lien sharing and for the junior
  treatment of such Liens on the Collateral to the Liens on the Collateral
  securing the Obligations, or (ii) in the case of such Liens on the Collateral
  that are pari passu with the Liens on the Collateral securing the Obligations,
  subject to a customary intercreditor agreement that is reasonably
  satisfactory to the Administrative Agent and that is entered into between the
  Collateral Agent (as collateral agent for the Secured Parties), such other
  collateral agent or collateral trustee, the Loan Parties and any other
  relevant collateral agent or collateral trustee and which provides for lien
  sharing and the pari passu treatment of such Liens on the Collateral with the
  Liens on the Collateral securing the Obligations. “Refinancing Lender” has
  the meaning specified in Section 2.14(b). “Register” has the meaning
  specified in Section 10.06(c). “Regulation D” means Regulation D of the Board
  as from time to time in effect and any successor to all or a portion thereof
  establishing reserve requirements. “Regulation FD” means Regulation FD under
  the Securities Act as from time to time in effect and any successor to all or
  a portion thereof. “Regulation T” means Regulation T of the Board as from
  time to time in effect and any successor to all or a portion thereof.
  “Regulation U” means Regulation U of the Board as from time to time in effect
  and any successor to all or a portion thereof. “Regulation X” means
  Regulation X of the Board as from time to time in effect and any successor to
  all or a portion thereof. “Related Parties” means, with respect to any
  specified person, such person’s Affiliates and the respective directors,
  trustees, officers, employees, agents and advisors of such person and such
  person’s Affiliates. “Release” means any release, spill, emission, leaking,
  pumping, pouring, injection, escaping, deposit, disposal, discharge,
  dispersal, dumping, leaching or migration of any Hazardous Material into the
  environment (including the abandonment or disposal of any barrels, containers
  or other closed receptacles containing any Hazardous Material), including the
  movement of any Hazardous Material through the air, soil, surface water or
  groundwater. “Removal Effective Date” has the meaning specified in Section
  9.06(b). 34 9482345 

  






 















	
  

  	
  “Repricing
  Transaction” means any prepayment, refinancing, refunding, replacement or
  repricing, in whole or in part, of any of the Loans, directly or indirectly,
  (i) from, or in anticipation of the receipt of, the proceeds of any
  Indebtedness (whether issued in one transaction or a series of related
  transactions, and including any Incremental Term Loans or any Refinancing
  Debt) whose primary purpose is to refinance the Loans, or (ii) pursuant to
  any amendment to this Agreement, in any case and for any series of related
  transactions determined across all such transactions, having or resulting in
  an effective interest rate or weighted average yield (to be determined by the
  Administrative Agent consistent with generally accepted financial practices,
  after giving effect to margins, “floors”, upfront or similar fees or original
  issue discount shared with all lenders or holders thereof, but excluding the
  effect of any arrangement, structuring, syndication or other fees payable in
  connection therewith that are not shared with all lenders or holders thereof
  generally and in their capacity as lenders or holders) as of the date of such
  refinancing, refunding, replacement or repricing that is, or could be by the
  express terms of such Indebtedness (and not by virtue of any fluctuation in
  the Adjusted Eurodollar Rate or Base Rate), less than the Applicable Margin
  for, or weighted average yield of (to be determined by the Administrative
  Agent, on the same basis as above) such Loans immediately prior to such
  refinancing, refunding, replacement or repricing. “Required Lenders” means,
  at any time, Lenders having Loans outstanding that, taken together, represent
  more than 50% of the sum of all Loans outstanding at such time. The Loans of
  any Defaulting Lender shall be disregarded in determining Required Lenders at
  any time. “Resignation Effective Date” has the meaning specified in Section
  9.06(a). “Restricted Junior Payment” means (i) any dividend or other
  distribution, direct or indirect, on account of any shares of any class of
  stock of Holdings or any Restricted Subsidiary now or hereafter outstanding,
  except a dividend payable solely in shares of that class of stock to the
  holders of that class; (ii) any redemption, retirement, sinking fund or
  similar payment, purchase or other acquisition for value, direct or indirect,
  of any shares of any class of stock of Holdings or any Restricted Subsidiary
  now or hereafter outstanding; (iii) any payment made to retire, or to obtain
  the surrender of, any outstanding warrants, options or other rights to
  acquire shares of any class of stock of Holdings or any Restricted Subsidiary
  now or hereafter outstanding; and (iv) any payment or prepayment of principal
  of, premium, if any, or interest on, or redemption, purchase, retirement,
  defeasance (including in substance or legal defeasance), sinking fund or
  similar payment with respect to, any Junior Indebtedness (including
  Subordinated Indebtedness), any preferred stock, and any Indebtedness
  convertible into any class of stock of the Holdings or any Restricted
  Subsidiary. “Restricted Subsidiary” means any Subsidiary of Holdings or the
  Borrower, as the context may require, which is not an Unrestricted
  Subsidiary; provided that any reference to a Restricted Subsidiary without
  further designation shall be deemed to refer to a Restricted Subsidiary of
  Holdings (including the Borrower). Notwithstanding the foregoing, none of the
  Original Spun-Off Entities shall be deemed to be a Restricted Subsidiary at
  any time prior to the date that is 90 days (or such longer period, not to
  exceed an additional 90 days, as may be reasonably agreed by the
  Administrative Agent) after the initial Borrowing Date. “Rollover Lender”
  means each Lender party to the Credit Agreement immediately prior to the
  Second Amendment Effective Date which elects to exchange outstanding Original
  Term Loans for Term Loans under and in accordance with the Second Agreement.
  35 9482345 

  






 















	
  

  	
  “S&P” means
  Standard & Poor’s Ratings Services, a division of McGraw Hill, Inc.
  “Sanctioned Entity” means (a) a country or a government of a country, (b) an
  agency of the government of a country, (c) an organization directly or
  indirectly controlled by a country or its government, or (d) a Person
  resident in or determined to be resident in a country, in each case, that is
  subject to a country sanctions program administered and enforced by OFAC.
  “Sanctioned Person” means a person named on the list of Specially Designated
  Nationals maintained by OFAC. “Scheduled Repayment” has the meaning specified
  in Section 2.07(a)(i). “Scheduled Repayment Date” has the meaning specified
  in Section 2.07(a)(i). “SEC” means the Securities and Exchange Commission or
  any successor thereto. “Second Amendment” means that certain Amendment No. 2
  to Credit Agreement dated as of December 9, 2013 among the Borrower,
  Holdings, the Administrative Agent, the Administrative Agent for and on
  behalf of the Consenting Lenders (as defined therein) and the Rollover
  Lenders, and the Additional Refinancing Lenders (as defined therein) party
  thereto. “Second Amendment Effective Date” means the date on which the
  conditions specified in Sections 4.01 and/or 4.02 of the Second Amendment and
  Section 4.03 of the Second Amendment are in each case satisfied (or waived).
  “Second Amendment Engagement Letter” means that certain Engagement Letter
  dated as of December 9, 2013 by and among the Borrower and the Lead
  Arrangers. “Secured Parties” has the meaning specified in the Security
  Agreement. “Securities” means any stock, shares, partnership interests,
  voting trust certificates, certificates of interest or participation in any
  profit-sharing agreement or arrangement, options, warrants, bonds,
  debentures, notes, or other evidences of indebtedness, secured or unsecured,
  convertible, subordinated or otherwise, or in general any instruments
  commonly known as “securities” or any certificates of interest, shares or
  participations in temporary or interim certificates for the purchase or
  acquisition of, or any right to subscribe to, purchase or acquire, any of the
  foregoing. “Securities Account” means a securities account (as that term is
  defined in the UCC). “Securities Act” means the Securities Act of 1933, as
  amended, and the rules and regulations promulgated thereunder. “Security
  Agreement” has the meaning specified in Section 5.02(i). 36 9482345 

  






 















	
  

  	
  “Security
  Agreement Collateral” means all “Collateral” as defined in the Security
  Agreement. “Security Document” means and includes each of the Security
  Agreement, the Patent Security Agreement, the Trademark Security Agreement,
  the Copyright Security Agreement, each Mortgage, each Luxembourg Security
  Agreement and any other related document, agreement or grant pursuant to
  which Holdings or any of its Subsidiaries that are Loan Parties grants,
  perfects or continues a security interest in favor of the Collateral Agent
  for the benefit of the Secured Creditors. “Senior Secured Leverage Ratio”
  means the ratio, as of the last day of any Fiscal Quarter, of (i)
  Consolidated Senior Secured Debt (net of Qualified Cash) as of such day to (ii)
  Consolidated Adjusted EBITDA for the four Fiscal Quarter period ending on
  such date. “Significant Subsidiary” means, at any time, each Restricted
  Subsidiary which represents (a) 10.0% or more of Consolidated Adjusted
  EBITDA, (b) 10.0% or more of Consolidated Total Assets or (c) 10.0% or more
  of Consolidated total revenues of Holdings and the Restricted Subsidiaries,
  in each case as determined at the end of the most recent Fiscal Quarter of
  Holdings based on the financial statements of Holdings delivered pursuant to
  Section 6.01(a) and (b) of this Agreement (but excluding from each such
  calculation the contribution of Unrestricted Subsidiaries). “Solvent” means,
  (i) with respect to any Loan Party that is not a Luxembourg Party, that as of
  the date of determination, (a) the sum of such Loan Party’s debt (including
  contingent liabilities) does not exceed the present fair saleable value of
  such Loan Party’s present assets; (b) such Loan Party’s capital is not
  unreasonably small in relation to its business or with respect to any
  transaction contemplated to be undertaken; and (c) such Person has not
  incurred and does not intend to incur, or believe (nor should it reasonably
  believe) that it shall incur, debts beyond its ability to pay such debts as
  they become due (whether at maturity or otherwise) and (ii) with respect to
  any Luxembourg Party, that such Luxembourg Party is able to pay its debts (in
  particular, it is not in a state of cessation of payments (cessation de
  paiements) and has not lost its commercial creditworthiness) and is not
  reasonably expected to become unable to do so. For purposes of this
  definition, the amount of any contingent liability at any time shall be
  computed as the amount that, in light of all of the facts and circumstances
  existing at such time, represents the amount that can reasonably be expected
  to become an actual or matured liability (irrespective of whether such
  contingent liabilities meet the criteria for accrual under Statement of
  Financial Accounting Standard No. 5). “Spinoff” means a spin-off of the
  Altisource Residential and Altisource Asset Management entities and
  businesses, including the Spinoff Capitalization. “Spinoff Capitalization”
  has the meaning specified in Section 6.12(a). “Spun-Off Entity” means any
  Person no longer owned or controlled by Holdings or a Restricted Subsidiary
  which was subject to a Permitted Spin-Off. “Subject Transaction” has the
  meaning specified in Section 7.07. “Subordinated Indebtedness” means any
  unsecured Junior Indebtedness of the Borrower the payment of principal and
  interest of which and other obligations of the Borrower in respect thereof
  are subordinated to the prior payment in full of the Obligations on terms and
  conditions satisfactory to the Administrative Agent. 37 9482345 

  






 















	
  

  	
  “Subsidiary”
  means, with respect to any Person, any corporation, partnership, limited
  liability company, association, joint venture or other business entity of
  which more than 50.0% of the total voting power of shares of stock or other
  ownership interests entitled (without regard to the occurrence of any
  contingency) to vote in the election of the Person or Persons (whether
  directors, managers, trustees or other Persons performing similar functions)
  having the power to direct or cause the direction of the management and
  policies thereof is at the time owned or controlled, directly or indirectly,
  by that Person or one or more of the other Subsidiaries of that Person or a
  combination thereof; provided that in determining the percentage of ownership
  interests of any Person controlled by another Person, no ownership interest
  in the nature of a “qualifying share” of the former Person shall be deemed to
  be outstanding. “Subsidiary Guarantor” means (i) Lux Holdco, (ii) each
  wholly-owned Material Subsidiary of Holdings (other than the Borrower) that
  is not prohibited or restricted by applicable law (including any requirement
  to obtain the consent or approval of any Governmental Authority that has not
  been obtained) from guaranteeing the Obligations. and (iii) each other Subsidiary
  of Holdings (other than the Borrower) that has become a Guarantor in
  accordance with Section 6.09. “Swap Obligation” means, with respect to any
  Loan Party, 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. “Taxes” means all present or future taxes,
  levies, imposts, duties, deductions, withholdings (including backup
  withholdings), assessments, fees or other charges of any nature and whatever
  called imposed by any Governmental Authority, including any interest,
  additions to tax or penalties applicable thereto. “Term B Borrowing” means a
  Borrowing comprised of Term B Loans (and any Incremental Term Loans in the
  form of Term B Loans). “Term B Facility” means the Term B Loan Commitments
  and the Term B Loans made hereunder (and any Incremental Term Loan
  Commitments for Incremental Term Loans in the form of Term B Loans). “Term B
  Facility Maturity Date” means the seventh anniversary of the Second Amendment
  Effective Date. “Term B Loan Commitment” means with respect to each Lender,
  the commitment of such Lender to make (i) Term B Loans on the Second
  Amendment Effective Date as set forth in Section 2.01(i) and (ii) any
  Incremental Term Loans in the form of Term B Loans as set forth in Section
  2.01(ii). The initial amount of each Lender’s Term B Loan Commitment on the
  Second Amendment Effective Date iswas (x) set forth in the Assignment and
  Acceptance pursuant to which such Lender shall have assumed its Term B Loan
  Commitment or (y) the amount otherwise notified to such Lender by the
  Administrative Agent prior to the Second Amendment Effective Date, as
  applicable. The aggregate amount of the Term B Loan Commitments on the
  SecondThird Amendment Effective Date is $397,497,493.74.200,000,000, which
  Term B Loan Commitments are in the form of the Third Amendment Incremental
  Term Loan Commitments. “Term B Loans” means the term loans made by the
  Lenders to the Borrower pursuant to Section 2.01(i) (and any Incremental Term
  Loans in the form of Term B Loans made by the Incremental Term Lenders to the
  Borrower pursuant to Section 2.01(ii)). 38 9482345 

  






 















	
  

  	
  “Term
  Borrowing” means any Term B Borrowing and/or any Incremental Term Borrowing.
  “Term Credit Obligations” means, with respect to each Loan Party, without
  duplication: (i) in the case of the Borrower, all principal of, premium, if
  any, and interest (including, without limitation, any interest which accrues
  after the commencement of any proceeding under any Debtor Relief Law with
  respect to the Borrower, whether or not allowed or allowable as a claim in
  any such proceeding) on, any Loan under, or any Note issued pursuant to, this
  Agreement or any other Loan Document; (ii) all fees, expenses, indemnification
  obligations and other amounts of whatever nature now or hereafter payable by
  such Loan Party (including, without limitation, any amounts which accrue
  after the commencement of any proceeding under any Debtor Relief Law with
  respect to such Loan Party, whether or not allowed or allowable as a claim in
  any such proceeding) pursuant to this Agreement or any other Loan Document;
  (iii) all expenses of the Agents as to which one or more of the Agents have a
  right to reimbursement by such Loan Party under Section 10.04(a) of this
  Agreement or under any other similar provision of any other Loan Document,
  including, without limitation, any and all sums advanced by the Collateral
  Agent to preserve the Collateral or preserve its security interests in the
  Collateral to the extent permitted under any Loan Document or applicable Law;
  (iv) all amounts paid by any Indemnitee as to which such Indemnitee has the
  right to reimbursement by such Loan Party under Section 10.04(b) of this
  Agreement or under any other similar provision of any other Loan Document;
  and (v) in the case of Holdings and each Subsidiary Guarantor, all amounts
  now or hereafter payable by Holdings or such Subsidiary Guarantor and all
  other obligations or liabilities now existing or hereafter arising or incurred
  (including, without limitation, any amounts which accrue after the
  commencement of any proceeding under any Debtor Relief Law with respect to
  the Borrower, Holdings or such Subsidiary Guarantor, whether or not allowed
  or allowable as a claim in any such proceeding) on the part of Holdings or
  such Subsidiary Guarantor pursuant to this Agreement, the Guaranty or any
  other Loan Document; together in each case with all renewals, modifications,
  consolidations or extensions thereof. “Term Facility Maturity Date” means the
  Term B Facility Maturity Date and/or any Incremental Term Facility Maturity
  Date, as the case may be. “Term Loan Commitment” means any Term B Loan
  Commitment and/or any Incremental Term Loan Commitment. “Term Loans” means
  the Term B Loans and/or any Incremental Term Loans. “Third Amendment” means
  that certain Amendment No. 3 to Credit Agreement dated as of August 1, 2014
  among the Borrower, Holdings, the Administrative Agent and the Lenders party
  thereto. 39 9482345 

  






 















	
  

  	
  “Third
  Amendment Effective Date” means the date on which the conditions specified in
  Section 5.01 of the Third Amendment are in each case satisfied (or waived).
  “Third Amendment Engagement Letter” means that certain Engagement Letter
  dated as of June 16, 2014 by and among the Borrower and the Lead Arrangers.
  “Third Amendment Incremental Term Loan Commitments” means Incremental Term
  Loan Commitments established pursuant to the Third Amendment. “Third
  Amendment Incremental Term Loans” means Incremental Term Loans implemented pursuant
  to the Third Amendment. “Total Leverage Ratio” means the ratio as of the last
  day of any Fiscal Quarter of (i) Consolidated Total Debt (net of Qualified
  Cash) as of such day to (ii) Consolidated Adjusted EBITDA for the four Fiscal
  Quarter period ending on such date. “Trademark Security Agreement” shall mean
  that Trademark Security Agreement, dated as of the date hereof, among the
  Loan Parties party thereto and the Collateral Agent. “Transaction” means,
  collectively, the execution, delivery and performance by each Loan Party of
  the Loan Documents to which it is a party, the incurrence of Loans on the
  Borrowing Date and the use of proceeds thereof and the payment of all fees
  and expenses in connection with the foregoing. “Type” means, when used in respect
  of any Loan or Borrowing, the Rate by reference to which interest on such
  Loan or on the Loans comprising such Borrowing is determined. For purposes
  hereof, the term “Rate” shall be either the Adjusted Eurodollar Rate or the
  Base Rate. “UCC” means the Uniform Commercial Code (or any similar or
  equivalent legislation) as in effect in any applicable jurisdiction. “United
  States” and “U.S.” each means the United States of America. “Unrestricted
  Subsidiary” means (i) any Subsidiary of the Borrower designated as such and
  listed on Schedule 1.02 on the initial Borrowing Date and (ii) any Subsidiary
  of the Borrower that is designated by a resolution of the board of directors
  of the Borrower as an Unrestricted Subsidiary, but only to the extent that,
  in the case of each of clauses (i) and (ii), such Subsidiary, except to the
  extent not otherwise prohibited under Article 7: (a) has no Indebtedness
  other than Non-Recourse Debt; (b) is not party to any agreement, contract,
  arrangement or understanding with Holdings or any Restricted Subsidiary
  unless the terms of any such agreement, contract, arrangement or
  understanding are no less favorable to Holdings or such Restricted Subsidiary
  than those that might be obtained at the time from Persons who are not
  Affiliates of Holdings or such Restricted Subsidiary; (c) is a Person with
  respect to which neither Holdings nor any Restricted Subsidiary has any
  direct or indirect obligation (x) to subscribe for additional Equity
  Interests or (y) to maintain or preserve such Person’s financial condition or
  to cause such Person to achieve any specified levels of operating results;
  and (d) does not guarantee or otherwise provide credit support after the time
  of such designation for any Indebtedness of Holdings or any Restricted Subsidiary;
  provided that at no time shall all Unrestricted Subsidiaries have in the
  aggregate Consolidated total assets (as reflected on the most recent
  financial statements delivered pursuant to Section 6.01 prior to such time)
  in excess of 5.0% of Consolidated Total Assets. If, at any time, any
  Unrestricted Subsidiary would fail to meet the foregoing requirements as an
  Unrestricted 40 9482345 

  






 















	
  

  	
  Subsidiary, it
  shall thereafter cease to be an Unrestricted Subsidiary for purposes hereof
  and the Borrower shall, not more than forty-five (45) days after the date by
  which financial statements for such Fiscal Quarter is required to be
  delivered pursuant to Section 6.01 (or such longer period as the
  Administrative Agent may reasonably agree), (1) designate in writing to the
  Administrative Agent one or more of such Unrestricted Subsidiaries as
  “Restricted Subsidiaries” to the extent required such that the foregoing
  excess ceases and (2) comply with the provisions of Section 6.09 applicable
  to such Subsidiaries. Subject to the foregoing, the Borrower may at any time
  designate any Unrestricted Subsidiary to be a Restricted Subsidiary or any
  Restricted Subsidiary to be an Unrestricted Subsidiary; provided that (i)
  such designation shall only be permitted if (y) no Default or Event of
  Default would be in existence immediately following such designation and (z)
  immediately prior to and after giving effect to such designation, the Total
  Leverage Ratio, determined in accordance with Section 7.07 as of the last day
  of the Fiscal Quarter most recently ended for which the financial statements
  required by Section 6.01(a) or (b), as the case may be, have been (or were
  required to be) delivered, does not exceed 3.50:1.00, (ii) any designation of
  an Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be
  an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding
  Indebtedness of such Unrestricted Subsidiary and (iii) any designation of a
  Restricted Subsidiary as an Unrestricted Subsidiary shall be deemed to be an
  Investment in an Unrestricted Subsidiary and shall reduce amounts available
  for Investments in Unrestricted Subsidiaries permitted by Section 7.06 in an
  amount equal to the fair market value of the Subsidiary so designated; and,
  provided, further, that the Borrower may subsequently redesignate any such
  Unrestricted Subsidiary as a Restricted Subsidiary so long as the Borrower
  does not subsequently re-designate such Restricted Subsidiary as an
  Unrestricted Subsidiary. For the avoidance of doubt, in no event may the
  Borrower be an Unrestricted Subsidiary. “U.S. Person” means any Person that
  is a “United States Person” as defined in Section 7701(a)(30) of the Internal
  Revenue Code. “U.S. Tax Compliance Certificate” has the meaning specified in
  Section 3.01(e)(ii)(B). “Weighted Average Life to Maturity” means, when
  applied to any Indebtedness at any date, the number of years obtained by
  dividing: (i) the product obtained by multiplying (y) the amount of each then
  remaining installment, sinking fund, serial maturity or other required
  payments of principal, including payment at final maturity, in respect
  thereof, by (z) the number of years (calculated to the nearest one-twelfth)
  that will elapse between such date and the making of such payment by (ii) the
  then outstanding principal amount of such Indebtedness. “Yield Differential”
  has the meaning specified in Section 2.12(b). Terms Generally. The
  definitions set forth or referred to in Section Section 1.02. 1.01 shall
  apply equally to both 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.”
  All references herein to Articles, Sections, Exhibits and Schedules shall be
  deemed references to Articles and Sections of, and Exhibits and Schedules to,
  this Agreement unless the context shall otherwise require. Except as
  otherwise expressly provided herein, any reference in this Agreement to any
  Loan Document shall mean such document as amended, restated, supplemented or
  otherwise modified from time to time in accordance with the requirements
  hereof and thereof. Except as otherwise expressly provided herein, all terms
  of an accounting or financial nature shall be construed in accordance with
  GAAP, as in effect from time to time, subject to the procedure described in
  Section 1.03(b). 41 9482345 

  






 















	
  

  	
  Accounting
  Terms and Determinations. Section 1.03. Generally. All accounting terms not
  specifically or completely defined herein (a) 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 financial statements required to be delivered under Section
  6.01(b), 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 Holdings 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.
  For the avoidance of doubt, Unrestricted Subsidiaries will not be subject to
  the representations and warranties, affirmative or negative covenants or
  event of default provisions under this Agreement or any other Loan Document,
  and the results of operations, cash flows, assets and indebtedness or other
  liabilities of Unrestricted Subsidiaries will not be taken into account or
  consolidated with the accounts of the applicable Loan Party or Restricted
  Subsidiary for purposes of determining any financial calculation contained in
  this Agreement and any cash or cash equivalents of any Unrestricted
  Subsidiary will not be taken into account for purposes of any net debt test
  under this Agreement except to the extent transferred to a Loan Party or a
  Restricted Subsidiary. Changes in GAAP. If at any time any change in GAAP
  would affect the (b) computation of any financial ratio or requirement set
  forth in any Loan Document, and the Borrower shall so request, the
  Administrative Agent 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; provided that the Administrative Agent may not request
  that any leases be treated in accordance with the Proposed Accounting
  Standards Update (Topic 840) dated August 17, 2010 or any similar change in
  GAAP (that will require leases that could be treated as operating leases on
  the initial Borrowing Date be treated as Capital Leases); and provided,
  further, 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 any 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. Effectuation of Transactions. Each of the
  representations and Section 1.04. warranties of each Loan Party contained in
  this Agreement (and all corresponding definitions) are made after giving
  effect to the Transactions, unless the context otherwise requires. Other
  Interpretive Provisions. For purposes of determining Section 1.05. compliance
  at any time with Sections 7.01, 7.02, 7.04, 7.06, 7.08 and 7.11, in the event
  that any Indebtedness, Lien, Restricted Junior Payment, Investment,
  disposition or Affiliate transaction meets the criteria of more than one of
  the categories of transactions permitted pursuant to any clause of such
  Sections 7.01, 7.02, 7.04, 7.06, 7.08 and 7.11, such transaction (or portion
  thereof) at such time shall be permitted under one or more of such clauses as
  determined by the Borrower in its sole discretion at such time of
  determination. Currency Equivalents Generally. Section 1.06. 42 9482345 

  






 















	
  

  	
  For purposes of
  determining compliance with Sections 7.01, 7.02 and 7.06 with (a) respect to
  any amount of Indebtedness or Investment in a currency other than Dollars, no
  Default or Event of Default shall be deemed to have occurred solely as a
  result of changes in rates of currency exchange occurring after the time such
  Indebtedness or Investment is incurred (so long as such Indebtedness or
  Investment, at the time incurred, made or acquired, was permitted hereunder).
  For purposes of determining the Total Leverage Ratio and the Senior Secured
  (b) Leverage Ratio, amounts denominated in a currency other than Dollars will
  be converted to Dollars at the currency exchange rates used in preparing
  Holdings’ financial statements corresponding to the test period with respect
  to the applicable date of determination and will, in the case of
  Indebtedness, reflect the currency translation effects, determined in
  accordance with GAAP, of Hedge Agreements permitted hereunder for currency
  exchange risks with respect to the applicable currency in effect on the date
  of determination of the Dollar equivalent of such Indebtedness. ARTICLE II
  THE CREDITS Commitments. Subject to the terms and conditions set forth
  herein: Section 2.01. (i) (A) each Lender having a Term B Loan Commitment on
  the Effective Date made a Term B Loan to the Borrower on the Effective Date
  in a principal amount equal to its Term B Loan Commitment on the Effective
  Date, which amount of Original Term Loans advanced to the Borrower on the
  Effective Date was equal to $200,000,000, (B) each Lender having a First
  Amendment Incremental Term Loan Commitment on the First Amendment Effective
  Date made a First Amendment Incremental Term Loan to the Borrower on the
  First Amendment Effective Date in a principal amount equal to its First
  Amendment Incremental Term Loan Commitment on the First Amendment Effective
  Date, which amount of Original Term Loans advanced to the Borrower on the
  First Amendment Effective Date was equal to $200,000,000 and200,000,000, (C)
  each Lender having a Term B Loan Commitment on the Second Amendment Effective
  Date agrees to make Term B Loans to the Borrower on the Secondmade Term B
  Loans to the Borrower on the Second Amendment Effective Date in a principal
  amount equal to its Term B Loan Commitment on the Second Amendment Effective
  Date and (D) each Lender having a Third Amendment Incremental Term Loan
  Commitment on the Third Amendment Effective Date agrees to make a Third
  Amendment Incremental Term Loan to the Borrower on the Third Amendment Effective
  Date in a principal amount not to exceed its Third Amendment Incremental Term
  B Loan Commitment and after the funding of the Term B Loans on the Second
  Amendment Effective Date, the Term B Loan Commitment of each Lender shall
  terminate, provided that the obligation of each Lender which is a Rollover
  Lender to make such Term B Loans shall be deemed satisfied by the execution
  and delivery to the Administrative Agent of a duly completed signature page
  to the Second Amendment (and the Term Loans of such Rollover Lender shall be
  deemed made on the Second Amendment Effective Date) Loan Commitment on the
  Third Amendment Effective Date. For the avoidance of doubt, the aggregate
  amount of Term B Loans outstanding as of the Third Amendment Effective Date,
  immediately after giving effect to the funding of the Third Amendment
  Incremental Loans, is $594,516,243.74; and (ii) each Lender having an
  Incremental Term Loan Commitment agrees, subject to the terms and conditions
  set forth in the applicable Incremental Assumption Agreement, to make
  Incremental Term Loans to the Borrower, in an aggregate principal amount 43
  9482345 

  






 















	
  

  	
  not to exceed
  its Incremental Term Loan Commitment and after the funding of the applicable
  Incremental Term Loan Commitment, such Incremental Term Loan Commitment shall
  terminate. Loans and Borrowings. (a) Each Loan shall be made as part of a
  Section 2.02. Borrowing consisting of Loans under the same Facility and of
  the same Type made by the Lenders ratably in accordance with their respective
  Commitments under the applicable Facility. The failure of any Lender to make
  any Loan required to be made by it shall not relieve any other Lender of its
  obligations hereunder; provided, that the Commitments of the Lenders are
  several and no Lender shall be responsible for any other Lender’s failure to
  make Loans as required. Subject to Section 3.03, each Borrowing shall be
  comprised entirely of Base (b) Rate Loans or Eurodollar Rate Loans as the
  Borrower may request in accordance herewith. Each Lender at its option may
  make any Base Rate Loan or Eurodollar Rate Loan by causing any domestic or
  foreign branch or Affiliate of such Lender to make such Loan; provided, that
  any exercise of such option shall not affect the obligation of the Borrower
  to repay such Loan in accordance with the terms of this Agreement and such
  Lender shall not be entitled to any amounts payable under Section 3.01 or
  3.04 solely in respect of increased costs resulting from such exercise and
  existing at the time of such exercise. Borrowings of more than one Type and
  under more than one Facility may be (c) outstanding at the same time;
  provided, that there shall not at any time be more than a total of 10
  Eurodollar Rate Borrowings outstanding under the Facility. Notwithstanding
  any other provision of this Agreement, the Borrower shall not (d) be entitled
  to request, or to elect to convert or continue, any Borrowing if the Interest
  Period requested with respect thereto would end after the applicable Term
  Facility Maturity Date. Further, no Interest Period in respect of any
  Borrowing may be selected which extends beyond a Scheduled Repayment Date
  specified in Section 2.07, in the case of Term B Loans, or a principal
  amortization payment date specified in the applicable Incremental Assumption Agreement,
  in the case of Incremental Term Loans, unless, after giving effect to the
  selection of such Interest Period, the aggregate principal amount of Term
  Loans of the applicable Facility which are comprised of Base Rate Loans
  together with such Term Loans comprised of Eurodollar Rate Loans with
  Interest Periods expiring on or prior to such date are at least equal to the
  aggregate principal amount of Term Loans of the applicable Facility due on
  such date. Requests for Borrowings. To request a Term Borrowing, the Borrower
  Section 2.03. shall notify the Administrative Agent of such request (which
  notice may be by telephone) (a) in the case of a Eurodollar Rate Borrowing,
  not later than 11:00 a.m., Local Time, three Business Days before the date of
  the proposed Borrowing or (b) in the case of a Base Rate Borrowing, not later
  than 11:00 a.m., Local Time, one Business Day before the date of the proposed
  Borrowing; provided, however, that if the Borrower wishes to request a
  Eurodollar Rate Borrowing having an Interest Period other than one, two,
  three or six months in duration as provided in the definition of “Interest
  Period,” the applicable notice must be received by the Administrative Agent
  not later than 11:00 a.m. four Business Days prior to the requested date of
  such Borrowing. Each telephonic notice shall be irrevocable and shall be
  confirmed promptly by delivery to the Administrative Agent of a written
  Borrowing Request signed by the Borrower. Each such notice and Borrowing
  Request shall specify the following information in compliance with Section
  2.02: whether such Borrowing is to be a Borrowing of Term B Loans or Other
  (i) Term Loans; the aggregate amount of the requested Borrowing, which shall
  be an (ii) integral multiple of the Borrowing Multiple and not less than the
  Borrowing Minimum; 44 9482345 

  






 















	
  

  	
  the date of
  such Borrowing, which shall be a Business Day; (iii) whether such Borrowing
  is to be a Base Rate Borrowing or a Eurodollar (iv) Rate Borrowing; in the
  case of a Eurodollar Rate Borrowing, the initial Interest Period to (v) be
  applicable thereto, which shall be a period contemplated by the definition of
  the term “Interest Period”; and the location and number of the Borrower’s
  account to which funds are to (vi) be disbursed. If the Borrower fails to
  specify a Type of Loan in a Borrowing Request, then the Term Loans shall be
  made as Base Rate Loans. If no Interest Period is specified with respect to
  any requested Eurodollar Rate Borrowing, then the Borrower shall be deemed to
  have selected an Interest Period of one month’s duration. Promptly following
  receipt of a Borrowing Request in accordance with this Section 2.03, the
  Administrative Agent shall advise each Lender of the details thereof and of
  the amount of such Lender’s Loan to be made as part of the requested
  Borrowing. Funding of Borrowings. Each Lender shall make each Loan to be
  Section 2.04. made by it hereunder on the Business Day specified in the
  applicable Borrowing Request by wire transfer of immediately available funds
  by 12:00 p.m., Local Time, to the account of the Administrative Agent most
  recently designated by it for such purpose by notice to the Lenders. The
  Administrative Agent will make such Loans available to the Borrower by
  promptly crediting the amounts so received, in like funds, to an account of
  the Borrower as specified in the Borrowing Request. Interest Elections. (a)
  Each Borrowing initially shall be of the Type Section 2.05. specified in the
  applicable Borrowing Request and, in the case of a Eurodollar Rate Borrowing,
  shall have an initial Interest Period as specified in such Borrowing Request.
  Thereafter, the Borrower may elect to convert such Borrowing to a different
  Type or to continue such Borrowing and, in the case of a Eurodollar Rate
  Borrowing, may elect Interest Periods therefor, all as provided in this
  Section 2.05. The Borrower may elect different options with respect to
  different portions of the affected Borrowing, in which case each such portion
  shall be allocated ratably among the Lenders holding the Loans comprising
  such Borrowing, and the Loans comprising each such portion shall be
  considered a separate Borrowing. To make an election pursuant to this Section
  2.05, the Borrower shall notify the (b) Administrative Agent of such election
  (which notice may be by telephone) by the time that a notice would be
  required under Section 2.03 if the Borrower were requesting a Borrowing of
  the Type resulting from such election to be made on the effective date of
  such election. Each telephonic notice shall be irrevocable and shall be
  confirmed promptly by delivery to the Administrative Agent of a written
  Interest Election Request in a form approved by the Administrative Agent and
  signed by the Borrower. Each telephonic and written Interest Election Request
  shall be irrevocable and (c) shall specify the following information in
  compliance with Section 2.02: the Borrowing to which such Interest Election
  Request applies and, if (i) different options are being elected with respect
  to different portions thereof, the portions thereof to be allocated to each
  resulting Borrowing (in which case the information to be specified pursuant
  to clauses (iii) and (iv) below shall be specified for each resulting
  Borrowing, and the 45 9482345 

  






 















	
  

  	
  aggregate
  amount of each such resulting Borrowing shall be an integral multiple of the
  Borrowing Multiple and not less than the Borrowing Minimum); the effective
  date of the election made pursuant to such Interest Election (ii) Request,
  which shall be a Business Day; whether the resulting Borrowing is to be a
  Base Rate Borrowing or a (iii) Eurodollar Rate Borrowing; and if the
  resulting Borrowing is a Eurodollar Rate Borrowing, the Interest (iv) Period
  to be applicable thereto after giving effect to such election, which shall be
  a period contemplated by the definition of the term “Interest Period.” If any
  such Interest Election Request requests a Eurodollar Rate Borrowing but does
  not specify an Interest Period, then the Borrower shall be deemed to have
  selected an Interest Period of one month’s duration. 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. Promptly
  following receipt of an Interest Election Request, the Administrative (d)
  Agent shall advise each Lender to which such Interest Election Request
  relates of the details thereof and of such Lender’s portion of each resulting
  Borrowing. If the Borrower fails to deliver a timely Interest Election
  Request with respect to a Eurodollar Rate Borrowing prior to the end of the
  Interest Period applicable thereto, then, unless such Borrowing is repaid as
  provided herein, at the end of such Interest Period such Borrowing shall be
  continued as a Eurodollar Rate Borrowing with a one-month Interest Period.
  Notwithstanding any contrary provision hereof, if an Event of Default has
  occurred and is Continuing and the Administrative Agent, at the written
  request (including a request through electronic means) of the Required
  Lenders, so notifies the Borrower, then, so long as an Event of Default is
  Continuing (i) no outstanding Borrowing may be converted to or continued as a
  Eurodollar Rate Borrowing and (ii) unless repaid, each Eurodollar Rate
  Borrowing shall be converted to a Base Rate Borrowing at the end of the
  Interest Period applicable thereto. Agreement to Repay Loans; Evidence of
  Debt. (a) The Borrower Section 2.06. hereby unconditionally promises to pay
  to the Administrative Agent for the account of each Lender the then unpaid
  principal amount of each Term Loan of such Lender as provided in Section
  2.07. Each Lender shall maintain in accordance with its usual practice an
  account or (b) accounts evidencing the indebtedness of the Borrower to such
  Lender resulting from each Loan made by such Lender, including the amounts of
  principal and interest payable and paid to such Lender from time to time
  hereunder. The Administrative Agent shall maintain accounts in which it shall
  record (i) the (c) amount of each Loan made hereunder, the Facility and Type
  thereof and the Interest Period (if any) applicable thereto, (ii) the amount
  of any principal or interest due and payable or to become due and payable
  from the Borrower to each Lender hereunder and (iii) any amount received by
  the Administrative Agent hereunder for the account of the Lenders and each
  Lender’s share thereof. The entries made in the accounts maintained pursuant
  to paragraph (b) or (c) of (d) this Section 2.06 shall be conclusive evidence
  of the existence and amounts of the obligations recorded therein, absent
  manifest error; provided, that the failure of any Lender or the
  Administrative Agent to 46 9482345 

  






 















	
  

  	
  maintain such
  accounts or any error therein shall not in any manner affect the obligation
  of the Borrower to repay the Loans in accordance with the terms of this
  Agreement. 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 absent manifest error. Any Lender may
  request that Loans made by it be evidenced by a promissory (e) note
  substantially in the form of Exhibit D hereto (a “Note”). In such event, the
  Borrower shall prepare, execute and deliver to such Lender a promissory note
  payable to the order of such Lender (or, if requested by such Lender, to such
  Lender and its registered assigns). Thereafter, the Loans evidenced by such
  promissory note and interest thereon shall at all times (including after
  assignment pursuant to Section 10.06) be represented by one or more
  promissory notes in such form payable to the order of the payee named therein
  (or, if such promissory note is a registered note, to such payee and its
  registered assigns). Repayment of Term Loans. (a) Subject to the other
  paragraphs of this Section 2.07. Section 2.07, the Borrower shall repay Term
  B Borrowings (including, for the (i) avoidance of doubt, the Third Amendment
  Incremental Term Loans) to the Administrative Agent for the ratable accounts
  of the Lenders on the last Business Day of March, June, September and
  December, commencing with December 31, 2013,September 30, 2014, and prior to
  the Term B Facility Maturity Date (each such date, a “Scheduled Repayment
  Date”) in the aggregate principal amount (a “Scheduled Repayment”) equal to
  $993,7501,486,290.61; in the event that any Incremental Term Loans are made
  on an Increased (ii) Amount Date, the Borrower shall repay such Incremental
  Term Loans on the dates and in the amounts set forth in the Incremental
  Assumption Agreement; and to the extent not previously paid, outstanding Term
  Loans shall be due (iii) and payable on the applicable Term Facility Maturity
  Date. Prepayment of the Term Loans from: (b) any mandatory prepayments of the
  Term Loans pursuant to Section (i) 2.08(b) shall be applied as specified
  therein; any optional prepayments of the Term Loans pursuant to Section (ii)
  2.08(a)(i) shall be applied among the remaining Scheduled Repayments of the
  Term Loans as the Borrower may direct and, in the absence of such direction,
  in direct order of maturity; any Discounted Voluntary Prepayments of the Term
  Loans pursuant to (iii) Section 2.08(a)(iii) shall be applied in direct order
  of maturity. Prepayment of Loans. Section 2.08. Voluntary Prepayments. (a) 47
  9482345 

  






 















	
  

  	
  The Borrower
  shall have the right at any time and from time to time to (i) prepay any Loan
  in whole or in part, without premium or penalty (other than as set forth in
  clause (ii) below, and subject to Section 3.05), in an aggregate principal
  amount that is an integral multiple of the Borrowing Multiple and not less
  than the Borrowing Minimum or, if less, the amount outstanding, subject to
  prior notice in accordance with this Section 2.08(a)(i), which notice shall
  be irrevocable except to the extent conditioned on a refinancing of all or
  any portion of the Facilities. Each prepayment made pursuant to Section
  2.08(a)(i) shall be made upon notice to the Administrative Agent, which may
  be given by telephone, which notice must be received by the Administrative
  Agent not later than 11:00 a.m. Local Time (x) three Business Days prior to
  any date of prepayment of Eurodollar Rate Loans and (y) one Business Days
  prior to the date of prepayment of Base Rate Loans. Each such notice shall
  specify the date and amount of such prepayment, the applicable Facility and
  Type(s) of Loans to be prepaid, if Eurodollar Rate Loans are to be prepaid,
  the Interest Period(s) of such Loans, and if such prepayment will be made
  with the prepayment premium described in clause (ii) below. Each telephonic
  notice by the Borrower pursuant to Section 2.08(a)(i) must be confirmed
  promptly by delivery to the Administrative Agent of a written prepayment
  notice in a form approved by the Administrative Agent, appropriately completed
  and signed by an Authorized Officer of the Borrower. The Administrative Agent
  will promptly notify each Lender of its receipt of each such notice, and of
  the amount of such Lender’s ratable portion of such prepayment (based on such
  Lender’s percentage (carried out to the ninth decimal place) of the
  applicable Facility). 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. Any prepayment of a
  Eurodollar Rate Loan under this Section 2.08 shall be accompanied by all
  accrued interest on the amount prepaid, together with any additional amounts
  required pursuant to Section 3.05. Notwithstanding anything herein to the
  contrary, in the event that on or (ii) prior to the date that is six months
  followingafter the SecondThird Amendment Effective Date, the Borrower (x)
  makes any prepayment of Term Loans with the proceeds of any Repricing
  Transaction described under clause (i) of the definition of Repricing
  Transaction, or (y) effects any amendment of this Agreement resulting in a
  Repricing Transaction under clause (ii) of the definition of Repricing
  Transaction, the Borrower shall on the date of such prepayment or amendment,
  as applicable, pay to each Lender (I) in the case of such clause (x), 1.00%
  of the principal amount of the Term Loans so prepaid and (II) in the case of
  such clause (y), 1.00% of the aggregate amount of the Term Loans affected by
  such Repricing Transaction and outstanding on the effective date of such
  amendment. Voluntary Non-Pro-Rata Prepayments. (iii) Notwithstanding anything
  to the contrary herein, the Borrower (A) shall have the right at any time and
  from time to time to prepay Term Loans at a discount to the par value of such
  Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”)
  without premium or penalty (but subject to Section 3.05) pursuant to the
  procedures described in this Section 2.08(a)(iii), provided that, on the date
  of any such Discounted Voluntary Prepayment, the Borrower shall deliver to
  the Administrative Agent a certificate of an Authorized Officer stating (1)
  that no Default or Event of Default has occurred and is Continuing or would
  result from the Discounted Voluntary Prepayment (after giving effect to any
  related waivers or amendments obtained in connection with such Discounted
  Voluntary Prepayment), (2) that each of the conditions to such Discounted
  Voluntary Prepayment contained in this Section 2.08(a)(iii) has been satisfied,
  (3) the aggregate principal amount of Term Loans 48 9482345 

  






 















	
  

  	
  so prepaid
  pursuant to such Discounted Voluntary Prepayment, and (4) that the Borrower
  does not have any material Non-Public Information with respect to itself or
  any of its Subsidiaries that either (A) has not been disclosed to the Lenders
  (other than Lenders that do not wish to receive such information) or has not
  otherwise been disseminated in a manner making it available to investors
  generally, within the meaning of Regulation FD, prior to such time or (B) if
  not disclosed to the Lenders, could reasonably be expected to have a material
  effect upon, or otherwise be material to, Holdings and the Restricted
  Subsidiaries. To the extent the Borrower seeks to make a Discounted (B) Voluntary
  Prepayment, the Borrower will provide written notice to the Administrative
  Agent substantially in the form of Exhibit E hereto (each, a “Discounted
  Prepayment Option Notice”) that the Borrower desires to prepay Term Loans in
  each case in an aggregate principal amount specified therein by the Borrower
  (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount
  to the par value of such Term Loans as specified below. The Proposed
  Discounted Prepayment Amount of Term Loans shall be an integral multiple of
  the Borrowing Multiple and not less than $ 5,000,000. The Discounted
  Prepayment Option Notice shall further specify with respect to the proposed
  Discounted Voluntary Prepayment: (A) the Term Loans (i.e., Term B Loans or
  Other Term Loans) to be prepaid; (B) the Proposed Discounted Prepayment
  Amount for the Term Loans, (C) a discount range (which may be a single
  percentage) selected by the Borrower with respect to such proposed Discounted
  Voluntary Prepayment equal to a percentage of par of the principal amount of
  Term Loans (the “Discount Range”); provided that the Borrower may elect not
  to include a Discount Range in the Discounted Prepayment Option Notice and
  (D) the date by which Lenders are required to indicate their election to
  participate in such proposed Discounted Voluntary Prepayment which shall be
  at least five Business Days following the date of the Discounted Prepayment
  Option Notice (the “Acceptance Date”). Upon receipt of a Discounted
  Prepayment Option Notice, the (C) Administrative Agent shall promptly notify
  all Lenders under the applicable Facility. On or prior to the Acceptance
  Date, each such Lender may specify by written notice substantially in the
  form of Exhibit F hereto (each, a “Lender Participation Notice”) to the Administrative
  Agent (A) a maximum discount to par (the “Acceptable Discount”), which
  Acceptable Discount shall be within the Discount Range, if the Discount Range
  is specified in the Discounted Prepayment Option Notice (for example, a
  Lender specifying a discount to par of 20% would accept a purchase price of
  80% of the par value of the Loans to be prepaid), and (B) a maximum principal
  amount (subject to rounding requirements specified by the Administrative
  Agent) of Term Loans held by such Lender with respect to which such Lender is
  willing to permit a Discounted Voluntary Prepayment at the Acceptable
  Discount (the “Offered Loans”). Based on the Acceptable Discounts and
  principal amounts of the Offered Loans specified by the Lenders in the
  applicable Lender Participation Notice, the Administrative Agent and the
  Borrower, acting jointly, shall determine the applicable discount for the
  Term Loans (the “Applicable Discount”), which Applicable Discount shall be
  (A) the percentage specified by the Borrower if the Borrower has selected a
  single percentage pursuant to Section 2.08(a)(iii)(B) for the Discounted
  Voluntary Prepayment or (B) otherwise, the highest Acceptable Discount at
  which the Borrower can pay the Proposed Discounted Prepayment Amount in full
  (determined by adding the principal amounts of Offered Loans commencing with
  the Offered Loans with the highest Acceptable Discount); provided, however,
  that in the event that such Proposed Discounted Prepayment Amount cannot be
  repaid in full at any Acceptable Discount, the Applicable Discount shall be
  (x) the highest Acceptable Discount within the Discount Range or (y) if no
  Discount Range was specified in the Discounted Prepayment Option Notice, the
  highest Acceptable Discount acceptable to the Borrower. The Applicable
  Discount shall be applicable 49 9482345 

  






 















	
  

  	
  for all Lenders
  who have offered to participate in the Discounted Voluntary Prepayment and
  have Qualifying Loans. Any Lender with outstanding Loans whose Lender
  Participation Notice is not received by the Administrative Agent by the
  Acceptance Date shall be deemed to have declined to accept a Discounted
  Voluntary Prepayment of any of its Loans at any discount to their par value
  within the Applicable Discount. The Borrower shall make a Discounted
  Voluntary Prepayment (D) by prepaying those Term Loans (or the respective
  portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify
  an Acceptable Discount that is equal to or greater than the Applicable
  Discount (“Qualifying Loans”) at the Applicable Discount, provided that if
  the aggregate proceeds required to prepay all Qualifying Loans (disregarding
  any interest payable at such time) would exceed the amount of aggregate
  proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts
  in each case calculated by applying the Applicable Discount, the Borrower
  shall prepay such Qualifying Loans ratably among the Qualifying Lenders based
  on their respective principal amounts of such Qualifying Loans (subject to
  rounding requirements specified by the Administrative Agent). If the
  aggregate proceeds required to prepay all Qualifying Loans (disregarding any
  interest payable at such time) would be less than the amount of aggregate
  proceeds required to prepay the Proposed Discounted Prepayment Amount, in
  each case calculated by applying the Applicable Discount, the Borrower shall
  prepay all Qualifying Loans. Each Discounted Voluntary Prepayment shall be
  made within (E) five Business Days of the Acceptance Date (or such later date
  as the Administrative Agent and the Borrower shall reasonably agree, given
  the time required to calculate the Applicable Discount and determine the
  amount and holders of Qualifying Loans), without premium or penalty (except
  as set forth in Section 3.05), upon irrevocable notice substantially in the
  form of Exhibit G hereto (each a “Discounted Voluntary Prepayment Notice”),
  delivered to the Administrative Agent no later than 12:00 p.m. Local Time,
  one Business Day prior to the date of such Discounted Voluntary Prepayment,
  which notice shall specify the date and amount of the Discounted Voluntary
  Prepayment and the Applicable Discount determined by the Administrative
  Agent. Upon receipt of any Discounted Voluntary Prepayment Notice the
  Administrative Agent shall promptly notify each relevant Lender thereof. If
  any Discounted Voluntary Prepayment Notice is given, the amount specified in
  such notice shall be due and payable to the applicable Qualifying Lenders,
  subject to the Applicable Discount on the applicable Loans, on the date
  specified therein together with accrued interest (on the par principal
  amount) to but not including such date on the amount prepaid. To the extent
  not expressly provided for herein, each Discounted (F) Voluntary Prepayment
  shall be consummated pursuant to procedures (including as to timing,
  rounding, minimum amounts, Type and Interest Periods and calculation of
  Applicable Discount in accordance with Section 2.08(a)(iii)(C) above)
  established by the Administrative Agent in consultation with the Borrower.
  Prior to the delivery of a Discounted Voluntary Prepayment (G) Notice, upon
  written notice to the Administrative Agent, (A) the Borrower may withdraw its
  offer to make a Discounted Voluntary Prepayment pursuant to any Discounted
  Prepayment Option Notice and (B) any Lender may withdraw its offer to
  participate in a Discounted Voluntary Prepayment pursuant to any Lender
  Participation Notice. For the avoidance of doubt, each Discounted Voluntary
  (H) Prepayment shall, for purposes of this Agreement, be deemed to be an
  automatic and immediate 50 9482345 

  






 















	
  

  	
  cancellation
  and extinguishment of the Term Loans prepaid. With respect to each Discounted
  Voluntary Prepayment, (1) the Borrower shall pay all accrued and unpaid
  interest, if any, on the par principal amount of the applicable Loans to the
  date of the Discounted Voluntary Prepayment and, if any Eurodollar Rate Loan
  is prepaid on a date other than the scheduled last day of the Interest Period
  applicable thereto, the Borrower shall also pay any amounts owing pursuant to
  Section 3.05 and (2) such Discounted Voluntary Prepayment shall not change
  the scheduled amortization of the Term Loans required by Section 2.07, except
  to reduce the amount outstanding and due and payable on the applicable Term
  Facility Maturity Date (and such reduction, for the avoidance of doubt, shall
  only apply, on a non-pro-rata basis, to the Term Loans that are the subject
  of such Discounted Voluntary Prepayment). Mandatory Prepayments. (b) Issuance
  or Incurrence of Debt. Within five (5) Business Days following (i) receipt by
  Holdings or any Restricted Subsidiary of any Net Cash Proceeds from the
  issuance or incurrence of any Refinancing Debt and other Indebtedness of
  Holdings or any Restricted Subsidiary (other than with respect to any
  Indebtedness, other than Refinancing Debt, permitted to be incurred pursuant
  to Section 7.01), the Borrower shall prepay the Loans in an aggregate amount
  equal to 100% of such Net Cash Proceeds. Asset Sales. Within ten (10)
  Business Days following the date of receipt (ii) by Holdings or any
  Restricted Subsidiary of any Net Cash Proceeds in respect of any Asset Sale,
  the Borrower shall prepay the Loans in an aggregate amount equal to such Net
  Cash Proceeds; provided that (i) so long as no Event of Default shall have
  occurred and be Continuing and (ii) upon written notice to the Administrative
  Agent, directly or through one or more Restricted Subsidiaries, the Borrower
  shall have the option to invest such Net Cash Proceeds within three hundred
  sixty-five (365) days of receipt thereof in assets of the general type used
  in the business of the Borrower and the Restricted Subsidiaries (provided
  that if, prior to the expiration of such three hundred sixty-five (365) day
  period, the Borrower, directly or through the Restricted Subsidiaries, shall
  have entered into a binding agreement providing for such investment on or
  prior to the expiration of an additional one hundred eighty (180) day period,
  such three hundred sixty-five (365) day period shall be extended to the date
  provided for such investment in such binding agreement).
  Insurance/Condemnation Proceeds. Within ten (10) Business Days (iii)
  following the date of receipt by Holdings or any Restricted Subsidiary (or
  the Administrative Agent as loss payee), of any Net Insurance/Condemnation
  Proceeds in excess of $10,000,000 individually or $15,000,000 in the
  aggregate in any Fiscal Year, the Borrower shall prepay the Loans in an
  aggregate amount equal to such excess; provided that, so long as no Event of
  Default shall have occurred and be Continuing, the Borrower shall have the
  option, directly or through one or more Restricted Subsidiaries, to invest
  such Net Insurance/Condemnation Proceeds within three hundred sixty-five
  (365) days of receipt thereof in assets of the general type used in the
  business of the Borrower and the Restricted Subsidiaries (provided that if,
  prior to the expiration of such three hundred sixty-five (365) day period,
  the Borrower, directly or through the Restricted Subsidiaries, shall have entered
  into a binding agreement providing for such investment on or prior to the
  expiration of an additional one hundred eighty (180) day period, such three
  hundred sixty-five (365) day period shall be extended to the date provided
  for such investment in such binding agreement). 51 9482345 

  






 















	
  

  	
  Consolidated
  Excess Cash Flow. In the event that there shall be (iv) Consolidated Excess
  Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending
  December 31, 2013), the Borrower shall, no later than ten (10) Business Days
  after the delivery of financial statements pursuant to Section 6.01(b) (such
  date, an “ECF Payment Date”), prepay the Loans in an aggregate amount equal
  to (i) 50% (such percentage as it may be reduced as described below, the “ECF
  Percentage”) of such Consolidated Excess Cash Flow, minus (ii) voluntary
  repayments of the Loans pursuant to Section 2.08(a) during such Fiscal Year
  or after such Fiscal Year end and prior to the time such prepayment pursuant
  to this clause is due (and, in addition, for the Fiscal Year ending December
  31, 2013, after the initial Borrowing Date and prior to the beginning of such
  Fiscal Year) other than prepayments funded with the proceeds of Indebtedness;
  provided that (y) the ECF Percentage shall be 25% if the Senior Secured
  Leverage Ratio shall be 3.50 to 1.00 or less but greater than 2.753.00 to
  1.00 for the Fiscal Year covered by such financial statements and (z) the ECF
  Percentage shall be 0% if the Senior Secured Leverage Ratio shall be equal to
  or less than 2.753.00 to 1.00 for the Fiscal Year covered by such financial
  statements. Notwithstanding anything to the contrary in clauses (ii) through
  (iv) of (v) this Section 2.08(b), (A) to the extent that any Net Cash
  Proceeds or Net Insurance/Condemnation Proceeds received by any Restricted
  Subsidiary (each such Restricted Subsidiary, an “Affected Restricted
  Subsidiary”) or Consolidated Excess Cash Flow attributable to any Affected
  Restricted Subsidiary is prohibited or delayed by applicable local law from
  being repatriated to the Borrower or such Affected Restricted Subsidiary’s
  parent, the portion of such Net Cash Proceeds, Net Insurance/Condemnation
  Proceeds or Consolidated Excess Cash Flow so affected will not be required to
  be applied to repay Loans at the times provided in this Section 2.08(b) but
  may be retained by the applicable Affected Restricted Subsidiary so long, but
  only so long, as the applicable local law will not permit repatriation (the
  Borrower hereby agreeing to, or cause any such Affected Restricted Subsidiary
  to, promptly take all reasonable actions required by the applicable local law
  to permit such repatriation), and once such repatriation of any of such
  affected Net Cash Proceeds, Net Insurance/Condemnation Proceeds or
  Consolidated Excess Cash Flow is permitted under the applicable local law,
  such repatriation will be promptly effected upon any Authorized Officer
  obtaining knowledge thereof and such repatriated Net Cash Proceeds, Net
  Insurance/Condemnation Proceeds or Consolidated Excess Cash Flow will be
  promptly (and in any event not later than five (5) Business Days after such
  repatriation) applied (net of additional Taxes payable or reserved against as
  a result thereof) to the repayment of the Loans pursuant to this Section
  2.08(b) and (B) to the extent that any Net Cash Proceeds, Net
  Insurance/Condemnation Proceeds or Consolidated Excess Cash Flow is not
  prohibited or delayed by applicable local law from being repatriated, but the
  Borrower has determined in good faith that repatriation of any Net Cash
  Proceeds, Net Insurance/Condemnation Proceeds or Consolidated Excess Cash
  Flow would have material adverse Tax cost consequences with respect to such
  Net Cash Proceeds, Net Insurance/Condemnation Proceeds or Consolidated Excess
  Cash Flow, such Net Cash Proceeds, Net Insurance/Condemnation Proceeds or
  Consolidated Excess Cash Flow so affected may be retained by the applicable
  Affected Restricted Subsidiary; provided that, in the case of this clause
  (B), on or before the date on which any such Net Cash Proceeds or Net
  Insurance/Condemnation Proceeds so retained would otherwise have been
  required to be applied to reinvestments or prepayments pursuant to this
  Section 2.08(b) or any such Consolidated Excess Cash Flow would have been
  required to be applied to prepayments pursuant to this Section 2.08(b), the
  Borrower applies an amount equal to such Net Cash Proceeds, Net
  Insurance/Condemnation Proceeds or Consolidated Excess Cash Flow to such
  reinvestments or prepayments, as applicable, as if such Net Cash Proceeds or
  Net Insurance/Condemnation Proceeds had been received by, or such
  Consolidated Excess Cash Flow had been attributable to, a Restricted
  Subsidiary other than such Affected Restricted 52 9482345 

  






 















	
  

  	
  Subsidiary,
  less the amount of additional Taxes that would have been payable or reserved
  against if such Net Cash Proceeds, Net Insurance/Condemnation Proceeds or
  Consolidated Excess Cash Flow had been repatriated (or, if less, the Net Cash
  Proceeds, Net Insurance/Condemnation Proceeds or Consolidated Excess Cash
  Flow that would be calculated if received by or attributable to, as the case
  may be, such Affected Restricted Subsidiary). For the avoidance of doubt, any
  amount so excluded from any mandatory prepayment pursuant to the operation of
  this Section 2.08(b) shall not increase the Available Amount. Each amount
  required to be applied pursuant to Sections 2.08(b)(i), (ii), (vi) (iii) and
  (iv) in accordance with this Section 2.08(b)(vi) shall be applied to repay
  the outstanding principal amount of Loans without premium or penalty (but
  subject to Section 3.05); provided that (A) in respect of Refinancing Debt
  that is ranked pari passu in right of payment and in respect of lien priority
  with the Loans, such amount shall be applied ratably to such Refinancing Debt
  and the Loans and (B) Refinancing Debt that is ranked junior in right of
  payment and in respect of lien priority with the Loans, or is unsecured, may
  not be repaid with the mandatory prepayments pursuant to Section 2.08(b). The
  amount of each principal repayment of Loans made as required by this Section
  2.08(b)(vi) shall be applied to reduce the then remaining Scheduled
  Repayments in direct order of maturity. With respect to each repayment of
  Loans required by this Section (vii) 2.08(b), the Borrower may designate the
  Types of Loans which are to be repaid and, in the case of Eurodollar Rate
  Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar
  Rate Loans were made; provided that: (i) repayments of Eurodollar Rate Loans pursuant
  to this Section 2.08(b) made on a day other than the last day of an Interest
  Period applicable thereto shall be subject to Section 3.05; (ii) if any
  repayment of Eurodollar Rate Loans made pursuant to a single Borrowing shall
  reduce the outstanding Eurodollar Rate Loans made pursuant to such Borrowing
  to an amount less than the Borrowing Minimum applicable thereto, such
  Borrowing shall be automatically converted into a Borrowing of Base Rate
  Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing
  shall be applied pro-rata among the Lenders holding such Loans. In the
  absence of a designation by the Borrower as described in the preceding
  sentence, the Administrative Agent shall, subject to the above, apply such
  repayment, first, to Base Rate Loans and, second, if there are no Base Rate
  Loans outstanding at such time, to Eurodollar Rate Loans (applied first to
  such Borrowings as would result in the least amount owed by the Borrower
  under Section 3.04 or Section 3.05) In addition to mandatory prepayments
  pursuant to this Section 2.08(b), (viii) all then outstanding Loans shall be
  repaid by the Borrower in full on the applicable Term Facility Maturity Date.
  The Borrower shall give notice to the Administrative Agent of any (ix)
  mandatory prepayment of the Term Loans (x) pursuant to Sections 2.08(b)(i),
  (ii) and (iii), five (5) Business Days prior to the date on which such
  payment is due and (y) pursuant to Section 2.08(b)(iv), promptly upon
  becoming obligated to make such prepayment. Such notice shall state that the
  Borrower is offering to make such mandatory prepayment on a date that is ten
  Business Days after the date of such notice (the “Prepayment Date”). Once
  given, such notice shall be irrevocable (provided that the Borrower may
  rescind any notice of prepayment under Section 2.08(b)(i) if such prepayment
  would have resulting from a refinancing, which refinancing shall not be
  consummated or shall otherwise be delayed) and all amounts subject to such
  notice shall be due and payable on the Prepayment Date as required by , but
  subject to the final sentence of this Section 2.08(b)(ix). Upon receipt by
  the Administrative Agent of such notice, the Administrative Agent shall
  promptly give notice to each Lender of the prepayment and the 53 9482345 

  






 















	
  

  	
  Prepayment
  Date. Each Lender may (in its sole discretion) elect to decline any such
  prepayment by giving notice of such election in writing to the Administrative
  Agent by 11:00 a.m. on the date that is three Business Days prior to the
  Prepayment Date. Upon receipt by the Administrative Agent of such notice, the
  Administrative Agent shall immediately notify the Borrower of such election.
  Any amount so declined by any Lender shall, at the option of the Borrower,
  either (x) be applied to prepay the Term Loans of Lenders not declining such
  prepayment, in the manner described in Section 2.08(b)(vi), or (y) be applied
  by the Borrower in any manner not inconsistent with this Agreement. Fees. (a)
  The Borrower agrees to pay to the Administrative Agent, for Section 2.09. the
  account of the Administrative Agent, the agency fees set forth in the
  Administrative Agent Fee Letter at the times specified therein (the
  “Administrative Agent Fees”). The Borrower agrees to pay on the Effective
  Date to the Administrative Agent, (b) for the account of each Lender, as
  compensation for the funding of such Lender’s Term B Loan a closing fee (the
  “Closing Fee”) in an amount equal to 1.0% of the stated principal amount of
  such Lender’s Term B Loan made on the Effective Date. Such Closing Fees will
  be in all respects fully earned, due and payable on the Effective Date and
  non-refundable and non-creditable thereafter and shall be netted against the
  Term B Loans made by such Lender on the Effective Date. All Administrative
  Agent Fees and Closing Fees shall be paid on the dates due, (c) in
  immediately available funds. Once paid, none of the Administrative Agent Fees
  and Closing Fees shall be refundable under any circumstances. Interest. (a)
  The Loans comprising each Base Rate Borrowing shall Section 2.10. bear
  interest at a rate per annum equal to the sum of (i) the greater of (x) the
  Base Rate and (y) 2.00% plus (ii) the Applicable Margin. The Loans comprising
  each Eurodollar Rate Borrowing shall bear interest for (b) each Interest Period
  applicable thereto at a rate per annum equal to the sum of (i) the greater of
  (x) the Adjusted Eurodollar Rate for such Interest Period and (y) 1.00% plus
  (ii) the Applicable Margin. Notwithstanding the foregoing, if any principal
  of or interest on any Loan or any (c) Fees or other amount payable by the
  Borrower hereunder is not paid when due (without regard to any applicable
  grace periods), whether at stated maturity, upon acceleration or otherwise,
  such overdue amount shall bear interest, to the fullest extent permitted by
  applicable Laws, after as well as before judgment, at a rate (the “Default
  Rate”) per annum equal to (i) in the case of overdue principal of any Loan,
  2.0% plus the rate otherwise applicable to such Loan as provided in the
  preceding paragraphs of this Section 2.10 or (ii) in the case of any other
  amount, 2.0% plus the rate applicable to Base Rate Loans as provided in
  paragraph (a) of this Section 2.10. Accrued interest on each Loan shall be
  payable (before and after judgment, and (d) before and after the commencement
  of any proceeding under any Debtor Relief Law) in arrears (i) on each
  Interest Payment Date for such Loan and (ii) on the applicable Term Facility
  Maturity Date; provided that (x) interest accrued pursuant to paragraph (c) of
  this Section 2.10 (including interest on past due interest) shall be payable
  on demand, (y) in the event of any repayment or prepayment of any Loan,
  accrued interest on the principal amount repaid or prepaid shall be payable
  on the date of such repayment or prepayment and (z) in the event of any
  conversion of any Eurodollar Rate Loan prior to the end of the current
  Interest Period therefor, accrued interest on such Loan shall be payable on
  the effective date of such conversion. 54 9482345 

  






 















	
  

  	
  All interest
  hereunder shall be computed on the basis of a year of 360 days, (e) except
  that interest computed by reference to the Base Rate (including Base Rate
  Loans determined by reference to the Adjusted Eurodollar Rate) shall be
  computed on the basis of a year of 365 days (or 366 days in a leap year), and
  in each case shall be payable for the actual number of days elapsed
  (including the first day but excluding the last day); provided that any Loan
  that is repaid on the same day on which it is made shall, subject to Section
  2.11(a), bear interest for one day. The applicable Base Rate, Adjusted
  Eurodollar Rate or Eurodollar Rate or any fee hereunder shall be determined
  by the Administrative Agent, and such determination shall be conclusive and
  binding for all purposes absent manifest error. Payments Generally; Pro Rata
  Treatment; Sharing of Set offs. Section 2.11. Unless otherwise specified, the
  Borrower shall make each payment required to (a) be made by it hereunder
  (whether of principal, interest, fees, or of amounts payable under Section
  3.01, 3.04 or 3.05 or otherwise) prior to 2:00 p.m., Local Time, on the date
  when due, in immediately available funds, without condition or deduction for
  any defense, recoupment, set off or counterclaim. Any amounts received after
  such time on any date may, in the discretion of the Administrative Agent, be
  deemed to have been received on the next succeeding Business Day for purposes
  of calculating interest or fees thereon. All such payments shall be made to
  the Administrative Agent to the applicable account designated to the Borrower
  by the Administrative Agent, except that payments pursuant to Sections 3.01,
  3.04, 3.05 and 10.04 shall be made directly to the persons entitled thereto.
  The Administrative Agent shall distribute any such payments received by it
  for the account of any other person to the appropriate recipient promptly
  following receipt thereof. If any payment hereunder shall be due on a day
  that is not a Business Day, the date for payment shall (subject to the
  definition of Interest Period) be extended to the next succeeding Business
  Day, and, in the case of any payment accruing interest, interest thereon
  shall be payable for the period of such extension. All payments under the
  Loan Documents shall be made in Dollars to the Administrative Agent, for the
  account of the respective Lenders to which such payment is owed, at the
  Administrative Agent’s Office. Any payment required to be made by the
  Administrative Agent hereunder shall be deemed to have been made by the time
  required if the Administrative Agent shall, at or before such time, have
  taken the necessary steps to make such payment in accordance with the
  regulations or operating procedures of the clearing or settlement system used
  by the Administrative Agent to make such payment. If at any time insufficient
  funds are received by and available to the (b) Administrative Agent from the
  Borrower to pay fully all amounts of principal, interest and fees then due
  from the Borrower hereunder, such funds shall (subject to Section 8.02) be
  applied (i) first, toward payment of interest and fees then due from the
  Borrower hereunder, ratably among the parties entitled thereto in accordance
  with the amounts of interest and fees then due to such parties, and (ii)
  second, towards payment of principal then due from the Borrower hereunder,
  ratably among the parties entitled thereto in accordance with the amounts of
  principal then due to such parties. If any Lender shall, by exercising any
  right of setoff or counterclaim or (c) otherwise, obtain payment in respect
  of (i) Term Credit Obligations 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 (x) the amount of such Term Credit
  Obligations due and payable to such Lender at such time to (y) the aggregate
  amount of the Term Credit Obligations due and payable to all Lenders
  hereunder and under the other Loan Documents at such time) of payments on
  account of the Term Credit Obligations 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 (ii) Term Credit Obligations 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 (x) the
  amount of such Term Credit Obligations owing (but not due and 55 9482345 

  






 















	
  

  	
  payable) to
  such Lender at such time to (y) the aggregate amount of the Term Credit
  Obligations owing (but not due and payable) to all Lenders hereunder and
  under the other Loan Documents at such time) of payment on account of the
  Term Credit 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 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 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 Term Credit Obligations then due and payable to the
  Lenders or owing (but not due and payable) to the Lenders, as the case may
  be, provided that: if any such participations are purchased and all or any
  portion of the (i) payment giving rise thereto is recovered, such
  participations shall be rescinded and the purchase price restored to the
  extent of such recovery, without interest; and the provisions of this Section
  2.11 shall not be construed to apply to (A) (ii) any payment made by or on
  behalf of the Borrower pursuant to any Discounted Voluntary Prepayment under
  Section 2.08(a)(iii) or to any other 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) or (B) any payment obtained by a Lender as consideration
  for the assignment of or sale of a participation in any of its Loans to any
  assignee or participant. 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 any Loan Party rights of setoff and counterclaim with respect to such
  participation as fully as if such Lender were a direct creditor of such Loan
  Party in the amount of such participation. Unless the Administrative Agent
  shall have received notice from the Borrower (d) prior to the date on which
  any payment is due to the Administrative Agent for the account of the Lenders
  hereunder that the Borrower will not make such payment, the Administrative
  Agent may assume that the Borrower has made such payment on such date in
  accordance herewith and may, in reliance upon such assumption, distribute to
  the Lenders the amount due. In such event, if the Borrower has not in fact
  made such payment, then each of the Lenders severally agrees to repay to the
  Administrative Agent forthwith on demand the amount so distributed to such
  Lender, 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, plus any
  administrative, processing or similar fees customarily charged by the
  Administrative Agent in connection with the foregoing. Unless the
  Administrative Agent shall have received notice from a Lender prior (e) to
  the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case
  of any Borrowing of Base Rate Loans, prior to 12:00 p.m. Local Time on the
  date of such Borrowing) that such Lender will not make available to the
  Administrative Agent such Lender’s share of such Borrowing, the
  Administrative Agent may assume that such Lender has made such share
  available on such date in accordance with Section 2.04) 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 56 9482345 

  






 















	
  

  	
  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 Base Rate Loans. If the Borrower and such Lender shall pay such
  interest to the Administrative Agent for the same or an overlapping period,
  the Administrative Agent shall promptly remit to the Borrower the amount of
  such interest paid by the Borrower for such period. If such Lender pays its
  share of the applicable Borrowing to the Administrative Agent, then the
  amount so paid shall constitute such Lender’s Loan included in such
  Borrowing. Any payment by the Borrower shall be without prejudice to any
  claim the Borrower may have against a Lender that shall have failed to make
  such payment to the Administrative Agent. A notice of the Administrative
  Agent to any Lender or the Borrower with respect (f) to any amount owing
  under this Section 2.11 shall be conclusive, absent manifest error.
  Incremental Commitments. (a) The Borrower may, by written notice Section
  2.12. to the Administrative Agent from time to time, request Incremental Term
  Loan Commitments in an amount not to exceed the Incremental Amount from one
  or more Incremental Term Lenders (which may include any existing Lender;
  provided that no such existing Lender shall be obligated to provide any such
  Incremental Term Loans unless it so agrees) willing to provide such
  Incremental Term Loans in their own discretion. Such notice shall set forth
  (i) the amount of the Incremental Term Loan Commitments being requested
  (which shall be in minimum amount of $50,000,000 or, if less, the remaining
  Incremental Amount, and in integral multiples of $10,000,000 in excess
  thereof), (ii) the date on which such Incremental Term Loan Commitments are
  requested to become effective (the “Increased Amount Date”) and (iii) whether
  such Incremental Term Loan Commitments are to be Term B Loan Commitments or
  commitments to make term loans with pricing and/or amortization terms
  different from the Term B Loans (“Other Term Loans”). The Borrower and each
  Incremental Term Lender shall execute and deliver to (b) the Administrative
  Agent an Incremental Assumption Agreement and such other documentation as the
  Administrative Agent shall reasonably specify to evidence the Incremental
  Term Loan Commitment of such Incremental Term Lender. Each Incremental
  Assumption Agreement shall specify the terms of the applicable Incremental
  Term Loans; provided that (i) the Other Term Loans shall rank pari passu in
  right of payment and of security with (including being guaranteed by the same
  Guarantors and being secured on a pari passu basis by the same Collateral as)
  the Term B Loans and, except as to pricing, amortization and final maturity
  date, shall have (x) the same terms as the Term B Loans, as applicable, or
  (y) such other terms as shall be reasonably satisfactory to the Borrower and
  the Administrative Agent; provided that the interest rates and amortization
  schedule shall (subject to the following criteria) be determined by the
  Borrower and the Incremental Term Lenders providing such Incremental Term Loans
  and, if the initial yield (as determined by the Administrative Agent as set
  forth below) on the Other Term Loans exceeds by more than 50 basis points
  (the amount of such excess above 50 basis points being herein referred to as
  the “Yield Differential”) the interest rate margins then in effect for
  outstanding Term Loans (which shall be calculated to be the sum of (A) the
  Applicable Margin then in effect for Eurodollar Rate Loans increased by the
  amount that any “Eurodollar floor” applicable to such Eurodollar Rate Loans
  on such date would exceed the Eurodollar Base Rate that would be in effect
  for a three-month Interest Period commencing on such date plus (B) all
  upfront or similar fees or original issue discount paid by the Borrower
  generally to the Lenders who provided the outstanding Term Loans in the
  primary syndication thereof based on an assumed four-year life to maturity),
  then the Applicable Margin then in effect for outstanding Term Loans shall
  automatically be increased by the Yield Differential, effective upon the
  making of the Incremental Term Loans under the Incremental Term Loan
  Commitment, (ii) the final 57 9482345 

  






 















	
  

  	
  maturity date
  of any Other Term Loans shall be no earlier than the Term B Facility Maturity
  Date and (iii) the Weighted Average Life to Maturity of any Other Term Loans
  shall be no shorter than the remaining Weighted Average Life to Maturity of
  the Term B Loans. Each of the parties hereto hereby agrees that, upon the
  effectiveness of any Incremental Assumption Agreement, this Agreement shall
  be amended to the extent (but only to the extent) necessary to reflect the
  existence and terms of the Incremental Term Loan Commitments evidenced
  thereby as provided for in Section 10.01. Any such deemed amendment may be
  memorialized in writing by the Administrative Agent with the Borrower’s
  consent (not to be unreasonably withheld) and furnished to the other parties
  hereto, it being understood that such Incremental Assumption Agreement may,
  without the consent of the other Lenders, effect such amendments to this
  Agreement or any other Loan Document as may be necessary or appropriate, in
  the opinion of the Administrative Agent, to effect the provisions of this
  Section 2.12. This Section 2.12 shall supersede any provision of Section 2.11
  or Section 10.01 to the contrary. For purposes of clause (i) above, the
  initial yield on any Incremental Term Loan Commitment shall be determined by
  the Administrative Agent to be equal to the sum of (x) the interest rate
  margin above the Eurodollar Rate for loans under the Incremental Term Loan
  Commitment that bear interest based on the Eurodollar Rate (which shall be
  increased by the amount that any “Eurodollar floor” applicable to such
  Incremental Term Loans on the date such Incremental Term Loans are made would
  exceed the Eurodollar Rate that would be in effect for a three month Interest
  Period commencing on such date) and (y) if the Incremental Term Loan
  Commitment is originally advanced at a discount or the Lenders making the
  same receive a fee directly or indirectly from Holdings or the Borrower for
  doing so (the amount of such discount or fee, expressed as a percentage of
  the Incremental Term Loan Commitment, being referred to herein as “OID”), the
  amount of such OID divided by four). Notwithstanding the foregoing, no
  Incremental Term Loan Commitment shall (c) become effective under this
  Section 2.12 unless (i) on the date of such effectiveness, the conditions set
  forth in Section 5.01(b) shall be satisfied or waived and the Administrative
  Agent shall have received a certificate to that effect dated such date and
  executed by an Authorized Officer of the Borrower, (ii) the Administrative
  Agent shall have received, to the extent required by the Administrative
  Agent, customary legal opinions, board resolutions and other customary
  closing certificates and documentation as required by the relevant
  Incremental Assumption Agreement and consistent with those delivered on the
  Borrowing Date under Section 5.02 and such additional customary documents and
  filings (including amendments to the Security Documents) as the
  Administrative Agent may reasonably require to assure that the Incremental
  Term Loans are secured by the Collateral ratably with (or, to the extent
  agreed by the applicable Incremental Term Lenders in the applicable
  Incremental Assumption Agreement, junior to) the existing Term B Loans, (iii)
  no Default or Event of Default shall have occurred and be Continuing or would
  result therefrom, (iv) the Senior Secured Leverage Ratio (as established
  pursuant to a certificate of an Authorized Officer of the Borrower showing
  the Senior Secured Leverage Ratio determined in accordance with Section 7.07
  as of the last day of the Fiscal Quarter most recently ended for which the
  financial statements required by Section 6.01(a) or (b), as the case may be,
  have been (or were required to be) delivered immediately prior to and after
  giving effect to the incurrence of Incremental Term Loans) is equal to or
  less than 3.00 to 1.00 and (v) there shall have been paid to the Administrative
  Agent, for the account of the Administrative Agent and the Lenders (including
  any Person becoming a Lender as part of such Incremental Assumption Agreement
  on the related Increased Amount Date), as applicable, all fees and expenses
  (including reasonable out-of-pocket fees, charges and disbursements of
  counsel) that are due and payable on or before the Increased Amount Date.
  Each of the parties hereto hereby agrees that the Administrative Agent may
  take (d) any and all action as may be reasonably necessary to ensure that all
  Incremental Term Loans (other than Other Term Loans) in the form of
  additional Term B Loans, when originally made, are included in each Borrowing
  of outstanding Term B Loans on a pro rata basis. Section 3.05 shall not apply
  to any 58 9482345 

  






 















	
  

  	
  conversion of
  Eurodollar Rate Loans to Base Rate Loans reasonably required by the
  Administrative Agent to effect the foregoing. On each Increased Amount Date,
  each Lender which is providing an Incremental Term Loan Commitment (i) shall
  become a “Lender” for all purposes of this Agreement and the other Loan
  Documents, (ii) shall have, as applicable, an Incremental Term Loan
  Commitment which shall become “Commitments” hereunder and (iii) shall make an
  Incremental Term Loan to the Borrower in a principal amount equal to such
  Incremental Term Loan Commitment, and such Incremental Term Loan shall be a
  “Term Loan” for all purposes of this Agreement and the other Loan Documents.
  Defaulting Lenders. Section 2.13. Adjustments. Notwithstanding anything to
  the contrary contained in this (a) 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: Waivers and
  Amendments. Such Defaulting Lender’s right to approve (i) 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. Defaulting Lender Waterfall. Any payment of principal, interest, fees,
  (ii) indemnity payments 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 10.09 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, as the
  Borrower may request (so long as no Default or Event of 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; third, if so determined by the Administrative Agent
  and the Borrower, to be held in a Deposit Account and released pro-rata in
  order to satisfy such Defaulting Lender’s potential future funding
  obligations with respect to Loans under this Agreement; fourth, to the
  payment of any amounts owing to the Lenders as a result of any judgment of a
  court of competent jurisdiction obtained by any Lender against such
  Defaulting Lender as a result of such Defaulting Lender’s breach of its
  obligations under this Agreement; fifth, so long as no Default or Event of
  Default exists, to the payment of any amounts owing to the Borrower as a
  result of any judgment of a court of competent jurisdiction obtained by the
  Borrower against such Defaulting Lender as a result of such Defaulting
  Lender’s breach of its obligations under this Agreement; and sixth, 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 in respect of which such Defaulting Lender has not fully
  funded its appropriate share, and (y) such Loans were made at a time when the
  conditions set forth in Section 5.01 were satisfied or waived, such payment
  shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a
  pro rata basis prior to being applied to the payment of any Loans of such
  Defaulting Lender until such time as all Loans are held by the Lenders
  pro-rata in accordance with the Commitments hereunder. 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 shall be deemed paid to and
  redirected by such Defaulting Lender, and each Lender irrevocably consents
  hereto. Defaulting Lender Cure. If the Borrower and the Administrative Agent
  agree in (b) their sole discretion in writing that a Lender is no longer a
  Defaulting Lender, the Administrative Agent 59 9482345 

  






 















	
  

  	
  will so notify
  the parties hereto, whereupon as of the effective date specified in such
  notice and subject to any conditions set forth therein, 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 to be held on a pro-rata basis
  by the Lenders in accordance with their percentages (carried out to the ninth
  decimal place) of the applicable Facility, whereupon such Lender will cease
  to be a Defaulting Lender; provided that no adjustments will be made
  retroactively with respect to fees accrued or payments made by or on behalf
  of the Borrower while that Lender was a Defaulting Lender; and provided,
  further, that except to the extent otherwise expressly agreed by the affected
  parties, no change hereunder from Defaulting Lender to Non-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. Refinancing Debt.
  Section 2.14. The Borrower may, subject to consent from the Administrative
  Agent (which (a) consent shall not be unreasonably withheld or delayed), from
  time to time, add one or more new term loan facilities or one or more
  additional series of senior or junior secured or unsecured notes
  (“Refinancing Debt”) pursuant to procedures reasonably specified by the
  Administrative Agent and reasonably acceptable to the Borrower, to refinance
  all or any portion of the Term Loans then outstanding under this Agreement
  (which for purposes of this Section 2.14 will be deemed to include any then
  outstanding Other Term Loans) pursuant to a Refinancing Amendment; provided
  that such Refinancing Debt: (A) will rank pari passu or junior in right of
  payment and in respect of lien priority with the other Loans hereunder; (B)
  will have such pricing, prepayment and optional redemption terms as may be
  agreed by the Borrower and the applicable Lenders thereof; (C) will have
  other terms and conditions (other than pricing, prepayment and optional
  redemption terms and terms and conditions applicable only after the latest
  then applicable Term Facility Maturity Date) substantially identical to or,
  taken as a whole, no more favorable to the Lenders providing such Refinancing
  Debt than those applicable to the Term Loans being refinanced (provided that
  a certificate of an Authorized Officer of the Borrower delivered to the
  Administrative Agent in good faith at least five Business Days prior to the
  incurrence of such Indebtedness, together with a reasonably detailed description
  of the material terms and conditions of such Indebtedness or drafts of the
  documentation relating thereto, stating that the Borrower has determined in
  good faith that such terms and conditions satisfy the requirement set out in
  this clause (C), shall be conclusive evidence that such terms and conditions
  satisfy such requirement unless the Administrative Agent provides notice to
  the Borrower of its objection during such five Business Day period); (D) will
  have a maturity date that is not prior to the Term Facility Maturity Date of,
  and will have a Weighted Average Life to Maturity that is not shorter than,
  the Term Loans being refinanced; (E) any mandatory prepayment of any
  Refinancing Debt that comprises junior lien (to the Term Loans) or unsecured
  notes or loans may not be made; (F) any mandatory prepayment of any
  Refinancing Debt that is secured on a pari passu first lien basis (with the
  Term Loans) may only be made pro rata with the Term Loans (unless the
  Refinancing Lenders agree to a lesser portion of, or a lower priority with
  respect to, such mandatory prepayment); and (G) the proceeds of such
  Refinancing Debt shall be applied, substantially concurrently with the
  incurrence thereof, to the prepayment of outstanding Term Loans pursuant to
  Section 2.08 on a dollar-for-dollar basis; provided, further, that the terms
  and conditions applicable to such Refinancing Debt may provide for any
  additional or different financial or other covenants or other provisions that
  are agreed between the Borrower and the Refinancing Lenders thereof and
  applicable only during periods after (1) the latest Term Facility Maturity
  Date in respect of the Facilities that is in effect on the date such
  Refinancing Debt is issued, incurred or obtained or (2) all Facilities other
  than such Refinancing Debt shall have been paid in full. 60 9482345 

  






 















	
  

  	
  The Borrower
  shall make any request for Refinancing Debt pursuant to a written (b) notice
  to the Administrative Agent specifying in reasonable detail the proposed
  terms thereof. Subject to the approval of the Administrative Agent (which
  approval shall not be unreasonably withheld or delayed), the Borrower may
  invite Lenders and/or additional Eligible Assignees to become lenders in
  respect of such Refinancing Debt (lenders providing Refinancing Debt,
  “Refinancing Lenders”) pursuant to, if applicable, a joinder agreement in
  form and substance satisfactory to the Administrative Agent. Notwithstanding
  the foregoing, no Refinancing Amendment shall become (c) effective (the
  “Refinancing Borrowing Date”) under this Section 2.14 unless (i) on the date
  of such effectiveness, the conditions set forth in Section 5.01(b) shall be
  satisfied or waived and the Administrative Agent shall have received a
  certificate to that effect dated such date and executed by an Authorized
  Officer of the Borrower, (ii) the Administrative Agent shall have received,
  to the extent required by the Administrative Agent, customary legal opinions,
  board resolutions and other customary closing certificates and documentation as
  required by the relevant joinder agreement (if applicable) and consistent
  with those delivered on the Borrowing Date under Section 5.02 and, if such
  Refinancing Debt is secured, such additional customary documents and filings
  (including amendments to the Security Documents) as the Administrative Agent
  may reasonably require to assure that the Refinancing Debt is secured by the
  Collateral ratably with (or, to the extent agreed by the applicable
  Refinancing Lenders in the applicable joinder agreement, junior to) the
  existing Term Loans, (iii) no Default or Event of Default shall have occurred
  and be Continuing or would result therefrom, and (iv) there shall have been
  paid to the Administrative Agent, for the account of the Administrative Agent
  and the Refinancing Lenders, as applicable, all fees and expenses (including
  reasonable out-of-pocket fees, charges and disbursements of counsel) that are
  due and payable on or before the Refinancing Borrowing Date. Each class of
  Refinancing Debt incurred under this Section 2.14 shall be in an (d)
  aggregate principal amount that is (i) (x) not less than $50,000,000 and (y)
  an integral multiple of $10,000,000 in excess thereof or (ii) equal to the
  entire remaining principal amount of the Loans then outstanding. The Administrative
  Agent shall promptly notify each Lender as to the (e) effectiveness of each
  Refinancing Amendment. Each of the parties hereto hereby agrees that, upon
  the effectiveness of any Refinancing Amendment, this Agreement shall be
  deemed amended to the extent (but only to the extent) necessary to reflect
  the existence and terms of the Refinancing Debt incurred pursuant thereto
  (including the addition of such Refinancing Debt as separate “Facilities”
  hereunder and treated in a manner consistent with the Facilities being
  refinanced, including, without limitation, for purposes of prepayments and
  voting). Any Refinancing Amendment may, without the consent of any Person
  other than the Borrower, the Administrative Agent and the Lenders providing
  such Refinancing Debt, effect such amendments to this Agreement and the other
  Loan Documents as may be necessary or appropriate, in the reasonable opinion
  of the Administrative Agent and the Borrower, to effect the provisions of
  this Section. This Section 2.14 shall supersede any provision of Section 2.11
  or Section 10.01 to the contrary. All Term Loans made on the Second Amendment
  Effective Date (or deemed (f) made by the exchange by Rollover Lenders of
  Original Term Loans on the Second Amendment Effective Date for Term Loans)
  constitute Refinancing Debt and the Second Amendment constitutes a
  Refinancing Amendment. 61 9482345 

  






 















	
  

  	
  ARTICLE III
  TAXES, YIELD PROTECTION AND ILLEGALITY Taxes. Section 3.01. Payments Free of
  Taxes; Obligation to Withhold; Payments on Account of (a) Taxes. Any and all
  payments by or on account of any obligation of any Loan (i) 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 or a Loan Party)
  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 and applicable Laws. If any Loan Party or the
  Administrative Agent shall be required by the (ii) Internal Revenue 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 Internal Revenue
  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. If any Loan Party or the Administrative
  Agent shall be required by any (iii) applicable Laws other than the Internal
  Revenue 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. Payment of Other Taxes by the Borrower. Without limiting the
  provisions of (b) 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. 62 9482345 

  






 















	
  

  	
  Tax
  Indemnifications. (c) Without limiting the provisions of Section 3.01(a) or
  Section 3.01(b) (i) above: 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 (with a copy to the Administrative
  Agent), or by the Administrative Agent on its own behalf or on behalf of a
  Lender, 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 for any reason fails to pay
  indefeasibly to the Administrative Agent as required pursuant to Section
  3.01(c)(ii) below. Without limiting the provisions of Section 3.01(a),
  Section 3.01(b) or (ii) Section 3.01(c)(i), each Lender 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 (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 Parties to
  do so), (y) the Administrative Agent and the Loan Parties, 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 Parties, as
  applicable, against any Excluded Taxes attributable to such Lender, 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 hereby authorizes the Administrative Agent to set off and apply
  any and all amounts at any time owing to such Lender, 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). Evidence of Payments. Upon
  request by the Borrower or the Administrative (d) Agent, as the case may be,
  after any payment of Taxes by any Loan Party 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. Status of Lenders; Tax Documentation. (e) Any
  Lender that is entitled to an exemption from or reduction of (i) withholding
  Tax with respect to payments made under any Loan Document shall deliver to
  the 63 9482345 

  






 















	
  

  	
  Borrower and
  the Administrative Agent, at the time or times reasonably requested by the
  Borrower or the Administrative Agent, such properly completed and executed
  documentation reasonably requested by the Borrower or the Administrative
  Agent as will permit such payments to be made without withholding or at a
  reduced rate of withholding. In addition, any Lender, if reasonably requested
  by the Borrower or the Administrative Agent, shall deliver such other
  documentation prescribed by applicable law or reasonably requested by the
  Borrower or the Administrative Agent as will enable the Borrower or the
  Administrative Agent to determine whether or not such Lender is subject to
  backup withholding or information reporting requirements. Notwithstanding
  anything to the contrary in the preceding two sentences, the completion,
  execution and submission of such documentation (other than such documentation
  set forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be
  required if in the Lender’s reasonable judgment such completion, execution or
  submission would subject such Lender to any material unreimbursed cost or
  expense or would materially prejudice the legal or commercial position of
  such Lender. Without limiting the generality of the foregoing: (ii) any
  Lender that is a U.S. Person shall deliver to the Borrower (A) 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; any Foreign Lender shall, to the extent it is
  legally entitled to do (B) 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: in the case of a Foreign Lender claiming the benefits of (1) 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; executed originals of IRS Form W-8ECI; (2) in the case of
  a Foreign Lender claiming the benefits of (3) the exemption for portfolio
  interest under Section 881(c) of the Internal Revenue Code, (x) a certificate
  substantially in the form of Exhibit H-1 to the effect that such Foreign
  Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the
  Internal Revenue Code, a “10 percent shareholder” of the Borrower within the
  meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a
  “controlled foreign corporation” described in Section 881(c)(3)(C) of the
  Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed
  originals of IRS Form W-8BEN; or 64 9482345 

  






 















	
  

  	
  to the extent a
  Foreign Lender is not the beneficial (4) 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 H-2 or Exhibit
  H-3, IRS Form W-9, and/or other certification documents from each beneficial
  owner, as applicable; provided that if the Foreign Lender is a partnership
  and one or more direct or indirect partners of such Foreign Lender are
  claiming the portfolio interest exemption, such Foreign Lender may provide a
  U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on
  behalf of each such direct and indirect partner; any Foreign Lender shall, to
  the extent it is legally entitled to do (C) 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; and if a
  payment made to a Lender under any Loan Document would (D) 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 Internal Revenue 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 Internal Revenue Code) and such additional
  documentation reasonably requested by the Borrower or the Administrative
  Agent as may be necessary for the Borrower and the Administrative Agent to
  comply with their obligations under FATCA and to determine that such Lender
  has complied with such Lender’s obligations under FATCA or to determine the
  amount to deduct and withhold from such payment. Solely for purposes of this
  clause (D), “FATCA” shall include any amendments made to FATCA after the date
  of this Agreement. Each Lender agrees that if any form or certification it
  previously (iii) 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. Each Lender shall promptly (A)
  notify the Borrower and the (iv) Administrative Agent of any change in
  circumstances which would modify or render invalid any claimed exemption or
  reduction, and (B) take such steps as shall not be materially disadvantageous
  to it, in the reasonable judgment of such Lender, and as may be reasonably
  necessary (including the re-designation of its Lending Office) to avoid any
  requirement of applicable Laws of any jurisdiction that the Borrower or the
  Administrative Agent make any withholding or deduction for Taxes from amounts
  payable to such Lender. Treatment of Certain Refunds. Unless required by
  applicable Laws, at no time (f) shall the Administrative Agent have any
  obligation to file for or otherwise pursue on behalf of a Lender, or have any
  obligation to pay to any Lender, any refund of Taxes withheld or deducted
  from funds paid for the account of such Lender. If any Recipient determines,
  in its sole discretion exercised in good faith, 65 9482345 

  






 















	
  

  	
  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 such 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 such 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 indemnification payments or additional amounts giving rise to such
  refund 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. Illegality. If any Lender determines that any Law has made it
  unlawful, Section 3.02. 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 Base Rate, or to determine or charge interest rates based upon the
  Eurodollar Base 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 Base 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
  Base 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
  Base 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 Base Rate, the Administrative Agent shall
  during the period of such suspension compute the Base Rate applicable to such
  Lender without reference to the Eurodollar Base 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 Base Rate. Upon any such prepayment or conversion, the
  Borrower shall also pay accrued interest on the amount so prepaid or
  converted. Inability to Determine Rates. If the Required Lenders determine
  that Section 3.03. for any reason in connection with any request for a
  Eurodollar Rate Loan or a conversion to or continuation thereof 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, (ii) adequate and reasonable means do not exist for
  determining the Eurodollar Base Rate for any requested Interest Period with
  respect to a proposed Eurodollar Rate Loan or in connection with an existing
  or 66 9482345 

  






 















	
  

  	
  proposed Base
  Rate Loan or (iii) the Eurodollar Base 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, and (y) in the event of a determination described
  in the preceding sentence with respect to the Eurodollar Base Rate component
  of the Base Rate, the utilization of the Eurodollar Base 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 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.
  Increased Costs. Section 3.04. Increased Costs Generally. If any Change in
  Law shall: (a) impose, modify or deem applicable any reserve, special
  deposit, (i) compulsory loan, insurance charge or similar requirement against
  assets held by, deposits with or for the account of, or credit extended or
  participated in by, any Lender (or its Lending Office) (except any reserve
  requirement which is reflected in the determination of the Adjusted
  Eurodollar Rate hereunder); subject any Recipient to any Taxes (other than
  (A) Indemnified Taxes, (ii) (B) Taxes described in clauses (ii) through (iv)
  of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans,
  loan principal, letters of credit, commitments, or other obligations, or its
  deposits, reserves, other liabilities or capital attributable thereto; or
  impose on any Lender (or its Lending Office) or the London interbank (iii)
  market any other condition, cost or expense affecting this Agreement or
  Eurodollar Rate Loans made by such Lender; and the result of any of the
  foregoing shall be to increase the cost to such Lender (or its Lending
  Office) of making, converting to, continuing or maintaining any Loan the
  interest on which is determined by reference to the Eurodollar Base Rate (or
  of maintaining its obligation to make any such Loan), or to reduce the amount
  of any sum received or receivable by such Lender hereunder (whether of
  principal, interest or any other amount), then, upon request of such Lender,
  the Borrower will pay to such Lender, as the case may be, such additional
  amount or amounts as will compensate such Lender, as the case may be, for
  such additional costs incurred or reduction suffered. Capital Requirements.
  If any Lender determines in good faith that any Change (b) in Law affecting
  such Lender or any Lending Office of such Lender or such Lender’s holding
  company, if any, regarding capital or liquidity requirements has or would
  have the effect of reducing the rate of return on such Lender’s capital or on
  the capital of such Lender’s holding company, if any, as a consequence of
  this Agreement, the Commitments of such Lender or the Loans made by such
  Lender, to a level below that which such Lender or such Lender’s holding
  company could have achieved but for such Change in Law (taking into
  consideration such Lender’s policies and the policies of such Lender’s
  holding company with respect to capital adequacy), then from time to time the
  Borrower will pay to such Lender, as the case may be, such additional amount
  or amounts as will compensate such Lender or such Lender’s holding company
  for any such reduction suffered. 67 9482345 

  






 















	
  

  	
  Certificates
  for Reimbursement. A certificate of a Lender setting forth the (c) amount or
  amounts necessary to compensate such Lender or its holding company, as the
  case may be, as specified in subsection (a) or (b) of this Section 3.04 and
  delivered to the Borrower shall be conclusive absent manifest error. The Borrower
  shall pay such Lender, as the case may be, the amount shown as due on any
  such certificate within 10 days after receipt thereof. Delays in Requests.
  Failure or delay on the part of any Lender to demand (d) compensation
  pursuant to the foregoing provisions of this Section 3.04 shall not
  constitute a waiver of such Lender’s right to demand such compensation;
  provided that the Borrower shall not be required to compensate a Lender
  pursuant to the foregoing provisions of this Section 3.04 for any increased costs
  incurred or reductions suffered more than 180 days prior to the date that
  such Lender, 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
  intention to claim compensation therefor (except that, if the Change in Law
  giving rise to such increased costs or reductions is retroactive, then the
  180-day period referred to above shall be extended to include the period of
  retroactive effect thereof). Compensation for Losses. Upon demand of any
  Lender (with a copy to Section 3.05. 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:
  any continuation, conversion, payment or prepayment of any Loan other (i)
  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); any failure by the Borrower (for a reason other
  than the failure of such (ii) 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 any assignment of a Eurodollar Rate Loan
  on a day other than the last (iii) day of the Interest Period therefor as a
  result of a request by the Borrower pursuant to Section 10.14; excluding any
  loss of anticipated profits but including 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 Base Rate used in determining the Adjusted
  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. Mitigation Obligations; Replacement of Lenders. Section 3.06.
  Designation of a Different Lending Office. If any Lender requests
  compensation (a) under Section 3.04, or requires the Borrower to pay any
  Indemnified Taxes or additional amounts to any Lender or any Governmental
  Authority for the account of any Lender pursuant to Section 3.01, or if any
  Lender gives a notice pursuant to Section 3.02, then at the request of the
  Borrower such Lender shall use reasonable efforts to designate a different
  Lending Office for funding or booking its Loans hereunder or 68 9482345 

  






 















	
  

  	
  to assign its
  rights and obligations hereunder to another of its offices, branches or
  affiliates, if, in the judgment of such Lender, such designation or
  assignment (i) would eliminate or reduce amounts payable pursuant to Section 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 to any unreimbursed cost or expense and would not
  otherwise be disadvantageous to such Lender. The Borrower hereby agrees to
  pay, upon request, all reasonable and documented costs and expenses incurred
  by any Lender in connection with any such designation or assignment.
  Replacement of Lenders. If any Lender requests compensation under Section (b)
  3.04, or if the Borrower is required to pay any Indemnified Taxes or
  additional amounts to any Lender or any Governmental Authority for the
  account of any Lender pursuant to Section 3.01 and, in each case, such Lender
  has declined or is unable to designate a different lending office in
  accordance with Section 3.06(a), the Borrower may replace such Lender in
  accordance with Section 10.14. Survival. Each party’s obligations under this
  Article III shall survive Section 3.07. termination of the Commitments of all
  the Lenders, repayment of all other Obligations hereunder and resignation of
  the Administrative Agent. ARTICLE IV REPRESENTATIONS AND WARRANTIES In order
  to induce the Lenders to enter into this Agreement and to make each Loan to
  be made thereby, each Loan Party represents and warrants to each Lender that,
  each of the following statements is true and correct: Organization and
  Qualification. Each of the Loan Parties is (a) duly Section 4.01. organized
  or formed, validly existing and, to the extent applicable, in good standing
  under the laws of its jurisdiction of organization as identified on Schedule
  4.01 and (b) is qualified to do business and in good standing in every
  jurisdiction where its assets are located and wherever necessary to carry out
  its business and operations, except, in the case of this clause (b), in
  jurisdictions where the failure to be so qualified or in good standing has
  not had, and would not be reasonably expected to have, a Material Adverse
  Effect. Due Authorization. The execution, delivery and performance of the
  Section 4.02. Loan Documents have been duly authorized by all necessary
  action on the part of each Loan Party that is a party thereto, and on the
  part of the respective shareholders, members or other equity security holders
  of each Loan Party, and each Loan Party has all requisite power and authority
  to own and operate its properties, to carry on its business as now conducted
  and as proposed to be conducted, to enter into the Loan Documents to which it
  is a party and to carry out the transactions contemplated thereby. Equity
  Interests and Ownership; Status. Section 4.03. Schedule 4.03 correctly sets
  forth the ownership interest of Holdings and the (a) Restricted Subsidiaries
  in their respective Subsidiaries. Except as set forth on Schedule 4.03, as of
  the date hereof, there is no existing option, warrant, call, right,
  commitment or other agreement to which any Loan Party (other than Holdings)
  is a party requiring, and there is no membership interest or other Equity
  Interests of any Loan Party (other than Holdings) outstanding which upon
  conversion, exchange or exercise would require, the issuance by any Loan
  Party of any additional membership interests or other Equity Interests of any
  Loan Party (other than Holdings) or other Securities convertible into or
  exchangeable or exercisable for or evidencing the right to subscribe for or
  purchase, a membership 69 9482345 

  






 















	
  

  	
  interest or
  other Equity Interests of any Loan Party (other than Holdings), and no
  securities or obligations evidencing any such rights are authorized, issued
  or outstanding. All the legal requirements of the Luxembourg law of 31 May
  1999, as amended, (b) regarding the domiciliation companies have been
  complied with by the Borrower. The “centre of main interests” (as that term
  is used in the Insolvency Regulation) of the Borrower is in the Grand Duchy
  of Luxembourg, and the Borrower does not have any “establishment” (as that
  term is used in the Insolvency Regulation) outside the Grand Duchy of Luxembourg.
  No Conflict. The execution, delivery and performance by the Loan Section
  4.04. Parties of the Loan Documents to which they are parties and the
  consummation of the transactions contemplated by the Loan Documents do not
  and shall not (a) violate (i) any provision of any law, statute, ordinance,
  rule, regulation, or code applicable to any Loan Party, (ii) any of the
  Organizational Documents of any Loan Party or (iii) any order, judgment,
  injunction or decree of any court or other agency of government binding on
  any Loan Party; (b) conflict with, result in a breach of or constitute (with
  due notice or lapse of time or both) a default under any Contractual
  Obligation of any Loan Party except to the extent such conflict, breach or
  default would not reasonably be expected to have a Material Adverse Effect;
  (c) result in or require the creation or imposition of any Lien upon any of
  the properties or assets of any Loan Party (other than any Liens created
  under any of the Loan Documents in favor of the Collateral Agent on behalf of
  the Secured Parties); or (d) require any approval of stockholders, members or
  partners or any approval or consent of any Person under any Contractual
  Obligation of any Loan Party, except for such approvals or consents which
  have been obtained and except for any such approvals or consents the failure
  of which to obtain shall not have a Material Adverse Effect. Governmental
  Consents. The execution, delivery and performance by Section 4.05. the Loan
  Parties of the Loan Documents to which they are parties and the consummation
  of the transactions contemplated by the Loan Documents do not and shall not
  require any registration with, consent or approval of, or notice to, or other
  action to, with or by, any Governmental Authority (other than any filings or
  reports required under the securities laws) except as otherwise set forth in
  the Loan Documents and except for filings and recordings with respect to the
  Collateral to be made, or otherwise delivered to the Collateral Agent for
  filing and/or recordation. Holdings and each Restricted Subsidiary has all
  consents, permits, approvals and licenses of each Governmental Authority
  necessary in connection with the operation and performance of its Core
  Business Activities, except in each case as would not reasonably be expected
  to result in a Material Adverse Effect. Binding Obligation. Each Loan
  Document has been duly executed and Section 4.06. delivered by each Loan
  Party that is a party to such Loan Document and is the legally valid and
  binding obligation of such Loan Party, enforceable against such Loan Party in
  accordance with its respective terms, except as may be limited by bankruptcy,
  insolvency, reorganization, moratorium or similar laws of general
  applicability relating to or limiting creditors’ rights or by equitable
  principles relating to enforceability. Financial Statements. The Historical
  Financial Statements delivered to Section 4.07. the Administrative Agent and
  the Lead Arrangers fairly present in all material respects on a Consolidated
  basis the assets, liabilities and financial position of Holdings (and its
  Subsidiaries on a Consolidated basis) as at such dates, and the results of
  the operations and changes of financial position for the periods then ended
  (other than customary year-end adjustments for unaudited financial
  statements). All such financial statements, including the related schedules
  and notes thereto, have been prepared in accordance with GAAP. Such financial
  statements show all Material Indebtedness and other material liabilities,
  direct or contingent, of Holdings (and its Subsidiaries on a Consolidated
  basis) as of the date thereof, 70 9482345 

  






 















	
  

  	
  including
  material liabilities for taxes and material commitments, in each case, to the
  extent required to be disclosed under GAAP. No Material Adverse Change. Since
  December 31, 2011, there has Section 4.08. been no event or circumstance,
  either individually or in the aggregate, that has had or would reasonably be
  expected to have a Material Adverse Effect. Tax Returns and Payments. Section
  4.09. Each of Holdings and each Restricted Subsidiary has duly and timely
  filed or (a) caused to be duly and timely filed all material Tax returns
  required by applicable Law to be filed, and has timely paid all material
  amount of Taxes, assessments and governmental charges or levies upon it or
  its property, income, profits and assets which are due and payable (including
  in its capacity as a withholding agent), whether or not shown on a Tax
  return, except for (i) those that are being diligently contested in good
  faith by appropriate proceedings and for which Holdings or the relevant
  Restricted Subsidiary shall have set aside on its books adequate reserves in
  accordance with GAAP or (ii) where the failure would not reasonably be
  expected to result in a Material Adverse Effect. No Authorized Officer has
  knowledge of any proposed Tax assessment against Holdings or any Restricted
  Subsidiary that would, if made, have a Material Adverse Effect. Interest
  payments on the Loans will be treated entirely as “income from sources (b)
  without the United States” (within the meaning of section 862 of the Internal
  Revenue Code) for U.S. federal income tax purposes. Environmental Matters.
  None of the Loan Parties nor any of their Section 4.10. respective Complexes
  or operations is subject to any outstanding written order, consent decree or
  settlement agreement with any Person relating to any Environmental Law, any
  Environmental Claim, or any Release that, individually or in the aggregate,
  would reasonably be expected to have a Material Adverse Effect. None of the
  Loan Parties has received any request for information under Section 104 of
  CERCLA (42 U.S.C. § 9604) or any comparable state law. To the knowledge of
  any Authorized Officer of any Loan Party, there are no conditions,
  occurrences, or Releases which would reasonably be expected to form the basis
  of an Environmental Claim against such Loan Party that, individually or in
  the aggregate, could reasonably be expected to have a Material Adverse
  Effect. None of the Loan Parties nor, to the knowledge of any Authorized
  Officer of any Loan Party, any predecessor of any Loan Party has filed any
  notice under any Environmental Law indicating past or present treatment at
  any Complex of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or
  any state equivalent. To the knowledge of any Authorized Officer of any Loan
  Party, compliance with all current or reasonably foreseeable future
  requirements pursuant to or under Environmental Laws could not reasonably be
  expected to have, individually or in the aggregate, a Material Adverse
  Effect. To the knowledge of any Authorized Officer of any Loan Party, no
  event or condition has occurred or is occurring with respect to any Loan
  Party relating to any Environmental Law or any Release of Hazardous Materials
  which individually or in the aggregate has had, or would reasonably be
  expected to have, a Material Adverse Effect. No Lien imposed pursuant to any
  Environmental Law has attached to any Collateral and, to the knowledge of
  each Loan Party, no conditions exist that would reasonably be expected to
  result in the imposition of such a Lien on any Collateral. Governmental
  Regulation. None of Holdings nor any Restricted Section 4.11. Subsidiary is
  subject to regulation under the Federal Power Act or the Investment Company
  Act of 1940 or under any other federal or state statute or regulation which
  may limit its ability to incur Indebtedness or which may otherwise render all
  or any portion of the Obligations unenforceable. None of the Loan 71 9482345 

  






 















	
  

  	
  Parties is a
  “registered investment company” or a company “controlled” by a “registered
  investment company” or a “principal underwriter” of a “registered investment
  company” as such terms are defined in the Investment Company Act of 1940.
  Employee Matters. None of the Loan Parties is engaged in any unfair Section
  4.12. labor practice that would reasonably be expected to have a Material
  Adverse Effect. There is (a) no unfair labor practice complaint pending
  against Holdings or any Restricted Subsidiary, or to the knowledge of any
  Authorized Officer of Holdings or any Restricted Subsidiary, threatened
  against any of them before the National Labor Relations Board and no
  grievance or arbitration proceeding arising out of or under any collective
  bargaining agreement that is so pending against Holdings or any Restricted
  Subsidiary or to the knowledge of any Authorized Officer of Holdings or any
  Restricted Subsidiary, threatened against any of them, (b) no strike or work
  stoppage in existence or threatened involving Holdings or any Restricted
  Subsidiary and (c) to the knowledge of any Authorized Officer of Holdings or
  any Restricted Subsidiary, no union representation question existing with
  respect to the employees of Holdings or any Restricted Subsidiary and, to the
  knowledge of any Authorized Officer of Holdings or any Restricted Subsidiary,
  no union organization activity that is taking place, except (with respect to
  any matter specified in clause (a), (b) or (c) above, either individually or
  in the aggregate) such as is not reasonably likely to have a Material Adverse
  Effect. ERISA. Section 4.13. Except as could not reasonably be expected to
  result in a Material Adverse (a) Effect, each Employee Benefit Plan
  (including, to the knowledge of Holdings or any Restricted Subsidiary, any
  Multiemployer Plan) is in material compliance with all applicable provisions
  of ERISA and the regulations and published interpretations thereunder except
  for any required amendments for which the remedial amendment period as defined
  in Section 401(b) or other applicable provision of the Internal Revenue Code
  has not yet expired and except where a failure to so comply would not
  reasonably be expected to have a Material Adverse Effect; Except as would not
  reasonably be expected to result in a Material Adverse (b) Effect, no Pension
  Plan has been terminated, nor is any Pension Plan in “at-risk” status
  pursuant to Section 303 of ERISA, nor has any funding waiver from the
  Internal Revenue Service been received or requested with respect to any
  Pension Plan sponsored by Holdings, nor has there been any event requiring
  any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect
  to any Pension Plan sponsored by Holdings; and Except where the failure of
  any of the following representations to be correct in (c) all material
  respects would not reasonably be expected to have a Material Adverse Effect,
  neither Holdings nor any ERISA Affiliate has: (A) engaged in a nonexempt
  prohibited transaction described in Section 406 of the ERISA or Section 4975
  of the Internal Revenue Code, (B) incurred any liability to the PBGC which
  remains outstanding other than the payment of premiums and there are no
  premium payments which are due and unpaid, (C) failed to make a required
  contribution or payment to a Multiemployer Plan, or (D) failed to make a
  required payment under Section 412 of the Internal Revenue Code. Margin
  Stock. None of the Loan Parties owns any Margin Stock. No Section 4.14.
  proceeds of the Term Loans will be used directly or indirectly, to purchase
  or carry Margin Stock 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 a manner that would violate Regulation T,
  Regulation U or Regulation X. 72 9482345 

  






 















	
  

  	
  Solvency. The
  Borrower is, and the Loan Parties taken as a whole are, Section 4.15. and,
  upon the incurrence of any Obligation by any Loan Party on any date on which
  this representation and warranty is made, shall be, Solvent. Disclosure. The
  representations and warranties of the Loan Parties Section 4.16. contained in
  any Loan Document and in the other documents, certificates or written
  statements furnished to any Agent or Lender by or on behalf of Holdings or
  any Restricted Subsidiary and for use in connection with the transactions
  contemplated hereby, taken as a whole, do not contain any untrue statement of
  a material fact or omit to state a material fact (known to any Authorized
  Officer of any Loan Party, in the case of any document not furnished by any
  of them) necessary in order to make the statements contained herein or
  therein not misleading in light of the circumstances in which the same were
  made. Any projections and pro forma financial information prepared by
  Holdings or any other Loan Party and provided to the Lenders are based upon
  good faith estimates and assumptions believed by Holdings or such Loan Party
  to be reasonable at the time made, it being recognized by Lenders that such
  projections as to future events are not to be viewed as facts and that actual
  results during the period or periods covered by any such projections may
  differ from the projected results. There are no facts known to any Authorized
  Officer of any Loan Party (other than matters of a general economic nature)
  that, individually or in the aggregate, would reasonably be expected to
  result in a Material Adverse Effect and that have not been disclosed herein
  or in such other documents, certificates and statements furnished to Lenders
  for use in connection with the transactions contemplated hereby. Patriot Act;
  Anti-Corruption. To the extent applicable, each Loan Section 4.17. Party is
  in compliance, in all material respects, with (i) the Trading with the Enemy
  Act, as amended, and each of the foreign assets control regulations of the
  United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended)
  and any other enabling legislation or executive order relating thereto and
  (ii) the Patriot Act. No part of the proceeds of the Loans shall be used, directly
  or indirectly, for any payments to any governmental official or employee,
  political party, official of a political party, candidate for political
  office, or anyone else acting in an official capacity, in order to obtain,
  retain or direct business or obtain any improper advantage, in violation of
  the United States Foreign Corrupt Practices Act of 1977, as amended. No Loan
  Party is in violation of any of the country or list based economic and trade
  sanctions administered and enforced by OFAC. No Loan Party (a) is a
  Sanctioned Person or a Sanctioned Entity, (b) has a more than 10% of its
  assets located in Sanctioned Entities, or (c) derives more than 10% of its
  revenues from investments in, or transactions with Sanctioned Persons or
  Sanctioned Entities. No proceeds of any Loan will be used to fund any
  operations in, finance any investments or activities in, or make any payments
  to, a Sanctioned Person or a Sanctioned Entity. Security Documents. The
  Security Agreement is effective to create in Section 4.18. favor of the
  Collateral Agent, for the benefit of the Secured Parties, a legal, valid and
  enforceable security interest in the Collateral described therein and
  proceeds and products thereof. In the case of the Pledged Equity (as defined
  in the Security Agreement), when certificates representing such Pledged
  Equity are delivered to the Collateral Agent, and in the case of the other
  Collateral described in the Security Agreement, when financing statements and
  other filings to be specified on the relevant schedule(s) to the Security
  Agreement in appropriate form are filed in the offices to be specified on
  such schedule(s), the Security Agreement shall constitute a fully perfected
  First Priority Lien on, and security interest in, all right, title and interest
  of the Loan Parties in such Collateral and the proceeds thereof, as security
  for the Obligations, in each case prior and superior in right to any other
  Person (except, in the case of Collateral other than Pledged Equity, Liens
  permitted by Section 7.02). With respect to the UCC financing statements set
  forth under the heading “Other Filings” on Schedule 7.02, no Indebtedness or
  any other obligations of Holdings or any Restricted Subsidiary are secured by
  such UCC financing statements. 73 9482345 

  






 















	
  

  	
  Adverse
  Proceedings; Compliance with Law. There are no Adverse Section 4.19.
  Proceedings, individually or in the aggregate, that could reasonably be
  expected to have a Material Adverse Effect. None of the Loan Parties (a) is
  in violation of any applicable laws that, individually or in the aggregate,
  would reasonably be expected to have a Material Adverse Effect or (b) is
  subject to or in default with respect to any final judgments, writs,
  injunctions, decrees, rules or regulations of any court or any federal, state,
  municipal or other governmental department, commission, board, bureau, agency
  or instrumentality, domestic or foreign, that, individually or in the
  aggregate, would reasonably be expected to have a Material Adverse Effect.
  Properties. Each of Holdings and the Restricted Subsidiaries has (i) Section
  4.20. good, sufficient and legal title to (in the case of fee interests in
  real property), (ii) valid leasehold interests in (in the case of leasehold
  interests in real or personal property), (iii) valid licensed rights in (in
  the case of licensed interests in intellectual property) and (iv) good title
  to (in the case of all other personal property), all of their respective
  properties and assets reflected in their respective financial statements
  referred to in Section 4.07, in each case except for assets disposed of since
  the date of such financial statements in the ordinary course of business.
  Except as permitted by this Agreement, all such properties and assets are
  free and clear of Liens (other than Permitted Liens). ARTICLE V CONDITIONS OF
  LENDING The obligations of the Lenders to make Loans are subject to the
  satisfaction or waiver (in accordance with Section 10.01 hereof) of the
  following conditions: All Borrowings. On the date of each Borrowing: Section
  5.01. The Administrative Agent shall have received, in the case of a
  Borrowing, a (a) Borrowing Request as required by Section 2.03. The
  representations and warranties set forth in the Loan Documents shall be true
  (b) and correct in all material respects (unless such representation or
  warranty is qualified by materiality or Material Adverse Effect, in which
  case it shall be true and correct) as of such date, as applicable, with the
  same effect as though made on and as of such date, except to the extent such
  representations and warranties expressly relate to an earlier date (in which
  case such representations and warranties shall be true and correct in all
  material respects (unless such representation or warranty is qualified by
  materiality or Material Adverse Effect, in which case it shall be true and
  correct) as of such earlier date). At the time of and immediately after such
  Borrowing, no Event of Default or (c) Default shall have occurred and be
  Continuing or would result therefrom. Each such Borrowing shall be deemed to
  constitute a representation and (d) warranty by the Borrower and the other
  Loan Parties on the date of such Borrowing, as to the matters specified in
  paragraphs (b) and (c) of this Section 5.01. First Borrowing. The obligations
  of the Lenders to make Loans on the Section 5.02. Borrowing Date are subject
  to the satisfaction or waiver (in accordance with Section 10.01 hereof) of
  the following conditions; provided, however, that to the extent the
  Administrative Agent has provided written notice to the Borrower on or before
  the Borrowing Date that any of the conditions set forth below have not been
  satisfied or waived on such date, such condition shall be deemed to have been
  satisfied for 74 9482345 

  






 















	
  

  	
  all purposes
  hereunder and shall automatically be converted into a covenant to accomplish
  the satisfaction of the applicable matters described therein within the time
  period required by Section 6.13: Effective Date; Notes. On the Borrowing Date
  (i) the Effective Date shall have (a) occurred as provided in Section 10.11,
  and (ii) there shall have been delivered to the Administrative Agent, for the
  account of each of the Lenders that has requested the same, the appropriate
  Notes executed by the Borrower, in the amount, maturity and as otherwise provided
  herein. Officer’s Certificate. On the Borrowing Date, the Administrative
  Agent shall (b) have received a certificate, dated the Borrowing Date and
  signed on behalf of the Borrower by an Authorized Officer, certifying on
  behalf of the Borrower that all of the conditions in Sections 5.01(b) and (c)
  and 5.02(e) and (f) have been (or with the funding of the Loans on the
  Borrowing Date will be concurrently) satisfied on such date. Opinions of
  Counsel. On the Borrowing Date, the Administrative Agent shall (c) have
  received (i) from Hunton & Williams LLP, special counsel to the Loan
  Parties, (ii) from Kevin J. Wilcox, general counsel to Holdings and (iii)
  from Nauta Dutilh, special local counsel to Holdings and the Borrower, an
  opinion in form and substance reasonably satisfactory to the Administrative
  Agent addressed to the Administrative Agent and the Lenders and dated the
  Borrowing Date and covering such matters as the Administrative Agent shall
  reasonably require. Organizational Documents; Proceedings; etc. (i) On the
  Borrowing Date, the (d) Administrative Agent shall have received a
  certificate from each Loan Party, dated the Borrowing Date, signed by the
  chairman of the board, the chief executive officer, the chief financial
  officer, the president, any vice president, secretary or manager of such Loan
  Party, together with copies of the Governing Documents, as applicable, of
  such Loan Party and the resolutions of such Loan Party referred to in such
  certificate, and each of the foregoing shall be in form and substance
  reasonably acceptable to the Administrative Agent. On the Borrowing Date, all
  corporate or limited liability company or (ii) similar proceedings and legal
  proceedings and all instruments and agreements in connection with the
  transactions contemplated by this Agreement and the other Loan Documents
  shall be reasonably satisfactory in form and substance to the Administrative
  Agent, and the Administrative Agent shall have received all information and
  copies of all documents and papers, including records of corporate or limited
  liability company or similar proceedings, governmental approvals, good
  standing certificates and bring down telegrams or facsimiles, if any, which
  the Administrative Agent reasonably may have requested in connection
  therewith, such documents and papers where appropriate to be certified by
  proper corporate or limited liability company or similar authority or
  Governmental Authorities. Approvals. On or prior to the Borrowing Date, all
  necessary governmental (e) (domestic and foreign) and material third party
  approvals and/or consents in connection with the Transaction and the granting
  of Liens under the Loan Documents shall have been obtained and remain in
  effect, and all applicable waiting periods with respect thereto shall have expired
  without any action being taken by any competent authority which restrains,
  prevents or imposes materially adverse conditions upon the consummation of
  the Transaction. On the Borrowing Date, there shall not exist any judgment,
  order, injunction or other restraint issued or filed or a hearing seeking
  injunctive relief or other restraint pending or threatened against Holdings
  or any Restricted Subsidiary which has had, or could reasonably be expected
  to have, a Material Adverse Effect. 75 9482345 

  






 















	
  

  	
  Litigation. On
  the Borrowing Date, there shall be no actions, suits or (f) proceedings
  pending or threatened against Holdings or any Restricted Subsidiary which has
  had, or could reasonably be expected to have, a Material Adverse Effect
  Guaranty. On the Borrowing Date, each Guarantor shall have duly authorized,
  (g) executed and delivered the Guaranty in the form of Exhibit I (as amended,
  modified and/or supplemented from time to time, the “Guaranty”), and the
  Guaranty shall be in full force and effect. Fees, etc. Subject to Section
  10.04(a), on the Borrowing Date, the Borrower (h) shall have paid to the
  Administrative Agent (and its relevant affiliates), the Collateral Agent, the
  Lead Arrangers, the Co-Syndication Agents or the Lenders all costs, fees and
  expenses (including reasonable legal fees and expenses) and other
  compensation contemplated hereby payable to the Administrative Agent, the
  Collateral Agent, the Lead Arrangers, the Co-Syndication Agents or the
  Lenders to the extent then due (including pursuant to the Engagement Letter,
  the Administrative Agent Fee Letter and pursuant to Section 2.09(b)).
  Security Agreement. On the Borrowing Date, each Loan Party shall have duly
  (i) authorized, executed and delivered (a) the Security Agreement in the form
  of Exhibit L (as amended, modified, restated and/or supplemented from time to
  time, the “Security Agreement”) covering all of such Loan Party’s Security
  Agreement Collateral (b) and each other Security Documents, together with:
  proper financing statements (Form UCC-1 or the equivalent) for filing (i)
  under the UCC or other appropriate filing offices of each jurisdiction as may
  be necessary or, in the reasonable opinion of the Collateral Agent, desirable
  to perfect the security interests purported to be created by the foregoing
  Security Documents; and certified copies of requests for information or
  copies (Form UCC-11 or (ii) the equivalent) or reports as of a recent date,
  listing all effective financing statements that name each Loan Party as
  debtor and that are filed in the jurisdictions referred to in clause (i)
  above, together with copies of such other financing statements that name each
  Loan Party as debtor and such other Lien searches as may be reasonably
  required by the Collateral Agent (none of which shall cover any of the
  Collateral except (x) to the extent evidencing Permitted Liens or (y) those
  in respect of which the Collateral Agent shall have received termination
  statements (Form UCC-3 or the equivalent) or such other termination
  statements as shall be required by local law fully executed for filing).
  Financial Statements. On the Borrowing Date, the Administrative Agent shall
  (j) have received true and correct copies of the financial statements
  referred to in Section 6.01. Insurance. On the Borrowing Date, the
  Administrative Agent shall have (k) received evidence that all material
  property and liability insurance required to be maintained pursuant to
  Section 6.04 has been obtained and is in effect and that the Collateral Agent
  has been named as an additional insured and/or as loss payee, as applicable,
  as its interest may appear, under each insurance policy with respect to such
  insurance; and Solvency Certificate. On the Borrowing Date, the
  Administrative Agent shall (l) have received from the chief financial officer
  of the Borrower a certificate attesting to and demonstrating that each of the
  Borrower, individually, and the Loan Parties, taken as a whole, was Solvent
  and would be Solvent immediately before and after giving effect to the
  Transaction, substantially in the form of Exhibit M. 76 9482345 

  






 















	
  

  	
  Without
  limiting the generality of the provisions of the last paragraph of Section
  9.03, for purposes of determining compliance with the conditions specified in
  this Section 5.02, 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 Borrowing
  Date specifying its objection thereto. ARTICLE VI AFFIRMATIVE COVENANTS Each
  Loan Party covenants and agrees that, until payment in full of all
  Obligations (other than (x) obligations under Hedge Agreements not yet due
  and payable and (y) contingent indemnification obligations not yet due and
  payable), each Loan Party shall, and shall cause each Restricted Subsidiary
  to: Financial Statements and Other Reports. In the case of the Borrower,
  Section 6.01. deliver to the Administrative Agent (which shall furnish to
  each Lender): Quarterly Financial Statements. As soon as available, and in
  any event no later (a) than five (5) days after the date on which Holdings is
  required, under the Exchange Act, to file its Quarterly Report on Form 10-Q
  with the SEC, commencing with the Fiscal Quarter in which the Borrowing Date
  occurs, the Consolidated balance sheets of Holdings and its Subsidiaries as
  at the end of such Fiscal Quarter and the related Consolidated statements of
  income, stockholders’ equity and cash flows of Holdings and its Subsidiaries
  for such Fiscal Quarter and for the period from the beginning of the then
  current Fiscal Year to the end of such Fiscal Quarter (together with, if
  applicable, reconciliation statements eliminating the financial information
  pertaining to Unrestricted Subsidiaries), setting forth in each case in
  comparative form the corresponding figures for the corresponding periods of
  the previous Fiscal Year and the corresponding figures from the Financial
  Model for the current Fiscal Year, all in reasonable detail, together with a
  Financial Officer Certification and a Narrative Report with respect thereto
  (it being understood and agreed that the delivery by Holdings of its
  Quarterly Report on Form 10-Q with the SEC within the time period described
  in this clause (a) (together with, if applicable, reconciliation statements
  eliminating the financial information pertaining to Unrestricted
  Subsidiaries) shall satisfy the requirements of this clause (a)); Annual
  Financial Statements. As soon as available, and in any event no later (b)
  than five (5) days after the date on which Holdings is required, under the
  Exchange Act, to file its Annual Report on Form 10-K with the SEC, commencing
  with the Fiscal Year in which the Borrowing Date occurs, (i) the Consolidated
  balance sheets of Holdings and its Consolidated Subsidiaries as at the end of
  such Fiscal Year and the related Consolidated statements of income,
  stockholders’ equity and cash flows of Holdings and its Consolidated
  Subsidiaries for such Fiscal Year (together with, if applicable,
  reconciliation statements eliminating the financial information pertaining to
  Unrestricted Subsidiaries), setting forth in each case in comparative form
  the corresponding figures for the previous Fiscal Year and the corresponding
  figures from the Financial Model for the Fiscal Year covered by such
  financial statements, in reasonable detail, together with a Financial Officer
  Certification and a Narrative Report with respect thereto; and (ii) with
  respect to such Consolidated financial statements a report thereon of an
  independent certified public accountants of recognized national standing
  selected by Holdings, which opinion shall be prepared in accordance with
  generally accepted auditing standards and shall not be subject to any “going
  concern” or like qualification or exception or any qualification or exception
  as to the scope of such audit (it being understood and agreed that the
  delivery by Holdings of its Annual Report on Form 10-K with the SEC within
  the time period described in this clause (b) (together with, if applicable,
  reconciliation statements eliminating the financial information pertaining to
  Unrestricted 77 9482345 

  






 















	
  

  	
  Subsidiaries)
  accompanied by a report of independent accountants satisfying the
  requirements of clause (b)(ii) shall satisfy the requirements of this clause
  (b)); Projections. As soon as possible, and in any event no later than
  fourteen (14) (c) days following the delivery of the annual financial
  statements delivered pursuant to Section 6.01(b), a detailed consolidated
  budget for the following Fiscal Year shown on a quarterly basis (including a
  projected consolidated balance sheet of Holdings and the Restricted Subsidiaries
  as of the end of the following Fiscal Year, the related consolidated
  statements of projected cash flow, projected changes in financial position
  and projected income and a description of the underlying assumptions
  applicable thereto and projected covenant compliance levels) (collectively,
  the “Projections”), which Projections shall in each case be accompanied by a
  certificate of an Authorized Officer of the Borrower stating that such
  Projections are based on reasonable estimates, information and assumptions at
  the time prepared; Compliance Certificate. Together with each delivery of
  financial statements (d) pursuant to Sections 6.01(a) and 6.01(b), a duly
  executed and completed Compliance Certificate; Notice of Default. Promptly
  upon any Authorized Officer of any Loan Party (e) obtaining knowledge (i) of
  any condition or event that constitutes a Default or an Event of Default or
  that notice has been given to any Loan Party with respect thereto; (ii) of
  any condition or event that constitutes a “Default” or “Event of Default”
  under any Material Indebtedness or that notice has been given to any party
  thereunder with respect thereto; (iii) that any Person has given any notice
  to any Loan Party or any Restricted Subsidiary or taken any other action with
  respect to any event or condition set forth in Section 8.01; or (iv) of the
  occurrence of any event or change that has caused or evidences, either in any
  case or in the aggregate, a Material Adverse Effect, a certificate of an
  Authorized Officer of the Borrower specifying the nature and period of
  existence of such condition, event or change, or specifying the notice given
  and action taken by any such Person and the nature of such claimed Event of
  Default, Default, default, event or condition, and what action the Borrower
  has taken, is taking and proposes to take with respect thereto; Notice of
  Litigation. Promptly upon any Authorized Officer of any Loan Party (f)
  obtaining knowledge of (i) any Adverse Proceeding not previously disclosed in
  writing by the Borrower to the Lenders or (ii) any development in any Adverse
  Proceeding that, in the case of either clause (i) or (ii), if adversely
  determined could be reasonably expected to have a Material Adverse Effect, or
  seeks to enjoin or otherwise prevent the consummation of, or to recover any
  damages or obtain relief as a result of, the transactions contemplated
  hereby, or the exercise of rights or performance of obligations under any
  Loan Document, a written notice thereof together with such other information
  as may be reasonably available to the Borrower to enable the Lenders and
  their counsel to evaluate such matters; ERISA. Promptly upon any Authorized
  Officer of any Loan Party obtaining (g) knowledge of the occurrence of or
  forthcoming occurrence of any ERISA Event which could reasonably be expected
  to result in a Material Adverse Effect, a written notice specifying the
  nature thereof, and copies of such documentation related thereto as may be
  reasonably available to Holdings or any Restricted Subsidiary to enable the
  Lenders and their counsel to evaluate such matter; Electronic Delivery.
  Documents required to be delivered pursuant to Sections (h) 6.01(a), (b) or
  (n)(i) (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 on which such documents
  are posted on the Borrower’s behalf on an internet or intranet website, if
  any, to which each Lender and the Administrative Agent have access (whether a
  commercial or third-party website); provided that the Borrower shall notify
  the Administrative Agent and each Lender (by telecopier or electronic mail)
  of the posting of any such documents; 78 9482345 

  






 















	
  

  	
  Information
  Regarding Collateral. The Borrower shall furnish to the Collateral (i) Agent
  ten (10) days prior written notice of any change (A) in any Loan Party’s
  corporate (or equivalent) name, (B) in any Loan Party’s identity or corporate
  (or equivalent) structure, (C) in any Loan Party’s jurisdiction of
  organization or (D) in any Loan Party’s state organizational identification
  number (or equivalent), in each case, together with supporting documentation
  as reasonably requested by the Administrative Agent; provided, that solely
  with respect to a transaction permitted under Section 7.08(a), no such notice
  shall be required. The Borrower agrees not to effect or permit any change
  referred to in the preceding sentence unless all filings have been made under
  the UCC or otherwise that are required in order for the Collateral Agent to
  continue at all times following such change to have a valid, legal and
  perfected security interest in all the Collateral as contemplated in the
  Security Documents; Management Letters. Promptly after the receipt thereof by
  Holdings or any (j) Restricted Subsidiary, a copy of any “management letter”
  received by any such Person from its certified public accountants and the
  management’s response thereto; Certification of Public Information. The Loan
  Parties and each Lender (k) acknowledge that certain of the Lenders may be
  “public-side” Lenders (Lenders that do not wish to receive material
  non-public information with respect to the Loan Parties or their securities)
  and, if documents or notices required to be delivered pursuant to this
  Section 6.01 or otherwise are being distributed through
  IntraLinks/IntraAgency, SyndTrak or another relevant website or other
  information platform (the “Platform”), any document or notice that the
  Borrower has indicated contains Non-Public Information shall not be posted on
  that portion of the Platform designated for such public-side Lenders. The
  Borrower agrees to clearly designate all Information provided to the
  Administrative Agent by or on behalf of the Loan Parties which is suitable to
  make available to Public Lenders. If the Borrower has not indicated whether a
  document or notice delivered pursuant to this Section 6.01 contains
  Non-Public Information, the Administrative Agent reserves the right to post
  such document or notice solely on that portion of the Platform designated for
  Lenders who wish to receive material Non-Public Information with respect to
  the Loan Parties and their respective securities; Contractual Obligations.
  Promptly upon any Authorized Officer of any Loan (l) Party obtaining
  knowledge of any condition or event that constitutes a default or an event of
  default under any Contractual Obligation arising from agreements relating to
  Material Indebtedness, or that notice has been given to any Loan Party with
  respect thereto, a certificate of an Authorized Officer of the Borrower
  specifying the nature and period of existence of such condition or event and
  the nature of such claimed default or event of default, and what action the
  Borrower has taken, is taking and proposes to take with respect thereto,
  provided that no such certificate shall be required with respect to any such
  default or event of default to the extent that such default or event of
  default would not, individually or in the aggregate, reasonably be expected
  to have a Material Adverse Effect; Credit Ratings. Prompt written notice of
  any change in the corporate rating of (m) Holdings by S&P, in the
  corporate family rating of Holdings by Moody’s or in the ratings of the Term
  Loans by either S&P or Moody’s, or any notice from either such agency
  indicating its intent to effect such a change or to place Holdings on a
  “CreditWatch” or “WatchList” or any similar list, in each case with negative
  implications, or its cessation of, or its intent to cease, rating Holdings;
  and Other Information. (i) Promptly upon their becoming available, copies of
  (A) all (n) financial statements, reports, notices and proxy statements sent
  or made available generally by the Loan Parties to their respective security
  holders acting in such capacity, (B) all regular and periodic reports and all
  registration statements and prospectuses, if any, filed by any Loan Party
  with any securities exchange or with the SEC or any governmental or private
  regulatory authority and (C) all press releases and other statements made
  available generally by any Loan Party to the public concerning material
  developments in 79 9482345 

  






 















	
  

  	
  the business of
  any Loan Party and (ii) such other information and data with respect to the
  operations, business affairs and financial condition of Holdings and the
  Restricted Subsidiaries as from time to time may be reasonably requested by
  the Administrative Agent or the Required Lenders. Existence. Except as
  otherwise permitted under Section 7.08, at all Section 6.02. times preserve and
  keep in full force and effect its existence and all rights and franchises,
  licenses and permits material to its business; provided that no Loan Party
  (other than Holdings and the Borrower with respect to existence) or any of
  the Restricted Subsidiaries shall be required to preserve any such existence,
  right or franchise, licenses and permits if such Person’s board of directors
  (or similar governing body) shall determine that the preservation thereof is
  no longer desirable in the conduct of the business of such Person and that
  the loss thereof would not be materially adverse to such Person or to
  Lenders. Payment of Taxes and Claims. Pay and discharge as the same shall be
  Section 6.03. due and payable all of its obligations and liabilities,
  including (i) all liabilities for Taxes, assessments and governmental charges
  or levies upon it or any of its properties or assets or in respect of any of
  its income, businesses or franchises before any penalty or fine accrues
  thereon, and (ii) all claims (including claims for labor, services, materials
  and supplies) for sums that have become due and payable and that by law have
  or may become a Lien upon any of its properties or assets, prior to the time
  when any penalty or fine shall be incurred with respect thereto; provided
  that no such Tax, assessment, governmental charge, levy or claim need be paid
  if it is being contested in good faith by appropriate proceedings promptly
  instituted and diligently conducted, so long as (a) adequate reserve or other
  appropriate provision, as shall be required in conformity with GAAP, shall
  have been made therefor, (b) in the case of a Tax, assessment, governmental
  charge, levy or a claim which has or may become a Lien against any of the
  Collateral, such contest proceedings conclusively operate to stay the sale of
  any portion of the Collateral to satisfy such Tax, assessment, governmental
  charge, levy or claim and (c) the failure to pay such Tax, assessment,
  governmental charge, levy or claim could not reasonably be expected to have a
  Material Adverse Effect. Insurance. In the case of the Borrower, maintain or
  cause to be Section 6.04. maintained, with financially sound and reputable
  insurers, such public liability insurance, third party property damage
  insurance, business interruption insurance and casualty insurance with
  respect to liabilities, losses or damage in respect of the assets, properties
  and businesses of the Loan Parties as may customarily be carried or
  maintained under similar circumstances by Persons of established reputation engaged
  in similar businesses, in each case in such amounts (giving effect to
  self-insurance), with such deductibles, covering such risks and otherwise on
  such terms and conditions as are customary for such Persons. The Borrower
  shall use its commercially reasonable efforts to ensure that all such
  insurance (i) provides no cancellation, material reduction in amount or
  material change in coverage thereof shall be effective until at least 30 day
  after receipt by the Collateral Agent of written notice thereof and (ii)
  names the Collateral Agent as additional insured on behalf of the Secured
  Parties (in the case of liability insurance) or loss payee (in the case of
  property insurance), as applicable. Books and Records; Inspections. Maintain
  proper books of record and Section 6.05. accounts in which full, true and
  correct entries in conformity in all material respects with GAAP shall be
  made of all dealings and transactions in relation to its business and
  activities. Each Loan Party shall, and shall cause each of its Restricted
  Subsidiaries to, permit any authorized representatives designated by any
  Lender to visit and inspect any of the properties of any Loan Party and any
  of its Subsidiaries, to inspect, copy and take extracts from its and their
  financial and accounting records and to discuss its and their affairs,
  finances and accounts with its and their officers and independent public
  accountants, all upon reasonable notice and at such reasonable times during
  normal business hours and as often as may reasonably be requested. No more
  than one such inspection shall be made in any Fiscal Year at the 80 9482345 

  






 















	
  

  	
  Borrower’s
  expense; provided that if an Event of Default exists, there shall be no limit
  on the number of such inspections that may occur, and such inspections,
  copying and auditing shall be at the Borrower’s sole cost and expense.
  Earnings Calls. Holdings shall conduct a quarterly “earnings call” in Section
  6.06. the ordinary course of business. Compliance with Laws. Comply, and
  cause all other Persons, if any, Section 6.07. on or occupying any Complexes
  to comply, with the requirements of all applicable laws, rules, regulations
  and orders of any Governmental Authority, noncompliance with which would
  reasonably be expected to have, individually or in the aggregate, a Material
  Adverse Effect. Environmental. Promptly take any and all commercially
  reasonable Section 6.08. actions to (i) cure any violation of applicable
  Environmental Laws by such Loan Party or the Restricted Subsidiaries that
  would reasonably be expected to have, individually or in the aggregate, a
  Material Adverse Effect, (ii) respond to any Environmental Claim against such
  Loan Party or any Restricted Subsidiary where failure to do so would
  reasonably be expected to have, individually or in the aggregate, a Material
  Adverse Effect and (iii) discharge any obligations that are imposed or
  accepted in the final resolutions of an Environmental Claim where failure to
  do so would reasonably be expected to have, individually or in the aggregate,
  a Material Adverse Effect. Subsidiaries. Subject to the provisions of the
  Security Documents and Section 6.09. clause (e) below: In the event that any
  Person becomes a wholly-owned Material Subsidiary of (a) Holdings after the
  date hereof that is not prohibited or restricted by the applicable law
  (including any requirement to obtain the consent of any governmental
  authority that has not be obtained) from guaranteeing the Obligations, (i)
  promptly cause such wholly-owned Material Subsidiary to become a Subsidiary Guarantor
  hereunder and a Grantor under and as defined in the Security Agreement by
  executing and delivering to the Administrative Agent and the Collateral Agent
  a Counterpart Agreement, and (ii) take all such actions and execute and
  deliver, or cause to be executed and delivered, all such documents,
  instruments, agreements, and certificates as are similar to those described
  in Section 5.02(c), (d) and (ji). If, at any time, the Consolidated total
  assets of all Unrestricted Subsidiaries (b) represents more than 5% of
  Consolidated Total Assets, as determined at the end of the most recent fiscal
  quarter of Holdings based on the financial statements of Holdings delivered
  pursuant to Sections 6.01(a) and (b), the Borrower shall promptly (i)
  designate in writing to the Administrative Agent one or more of such
  Unrestricted Subsidiaries as “Restricted Subsidiaries” and (ii) execute and
  deliver, all such documents, instruments, agreements, and certificates as are
  similar to those described in Section 5.02(c) and (d) and (ji) with respect
  to such newly-designated Restricted Subsidiary. With respect to each new
  Restricted Subsidiary of Holdings, the Borrower shall (c) promptly send to
  the Collateral Agent written notice setting forth with respect to such Person
  (i) the date on which such Person became a Subsidiary of Holdings and (ii)
  all of the data required to be set forth in Schedules 4.01 and 4.03 with
  respect to all Subsidiaries of Holdings; and such written notice shall be
  deemed to supplement Schedules 4.01 and 4.03 for all purposes hereof and, if
  applicable, take all such actions and execute and deliver, or cause to be
  executed and delivered, all such documents, instruments, agreements, and
  certificates as are similar to those described in Section 5.02(c), (d) and (ji).
  81 9482345 

  






 


 














	
  

  	
  In the event
  any Loan Party acquires any a fee interest in any Real Property (d) having a
  fair market value in excess of $10,000,000, such Loan Party shall, within 90
  days after the acquisition thereof (or such longer period as the
  Administrative Agent may reasonably agree) cause such Real Property to become
  a Mortgaged Property and shall deliver to the Collateral Agent the following:
  (i) fully executed and notarized Mortgages, in
  proper form for recording in all appropriate places in all applicable jurisdictions,
  encumbering such Mortgaged Property; (ii) an opinion of counsel (which
  counsel shall be reasonably satisfactory to Administrative Agent) in the
  state in which such Mortgaged Property is located with respect to the
  enforceability of the form(s) of Mortgages to be recorded in such state and
  such other matters as Administrative Agent may reasonably request, in each
  case in form and substance reasonably satisfactory to Administrative Agent;
  (iii) (A) ALTA mortgagee title insurance policies or unconditional
  commitments therefor issued by one or more title
  companies reasonably satisfactory to Administrative Agent with respect to
  each such Mortgaged Property insuring the Mortgages as valid and subsisting
  Liens on the Mortgaged Property described therein, free and clear of all
  Liens except Permitted Liens (each, a “Title Policy”), in amounts not less
  than the fair market value of each Mortgaged Property and with such
  endorsements as the Administrative Agent may request, together with a title
  report issued by a title company with respect thereto, dated not more than
  sixty days prior to the date on which a Mortgage is delivered with respect to
  such Mortgaged Property and copies of all recorded documents listed as
  exceptions to title or otherwise referred to therein, each in form and
  substance reasonably satisfactory to Administrative Agent and (B) evidence
  satisfactory to Administrative Agent that such Loan Party has paid to the
  title company or to the appropriate governmental authorities all expenses and
  premiums of the title company and all other sums required in connection with
  the issuance of each Title Policy and all recording and stamp taxes
  (including mortgage recording and intangible taxes) payable in connection
  with recording the Mortgages for the applicable Mortgaged Property in the
  appropriate real estate records; (iv) (A) a completed standard “life of loan”
  flood hazard determination form, (B) if the property is located in an area
  designated by the Federal Emergency Management Agency (or any successor
  agency) as having special flood or mud slide hazards, a notification to the
  Borrower (“Borrower Notice”) and (if applicable) notification to the Borrower
  that flood insurance coverage under the NFIP is not
  available because the applicable community does not participate in the NFIP, (C) documentation evidencing the Borrower’s receipt
  of the Borrower Notice (e.g., countersigned Borrower Notice, return receipt
  of certified U.S. Mail, or overnight delivery), and (D) if Borrower Notice is
  required to be given and flood insurance is available in the community in
  which the property is located, a copy of one of the following: the flood
  insurance policy, the Borrower’s application for a flood insurance policy
  plus proof of premium payment, a declaration page confirming that flood
  insurance has been issued, or such other evidence of flood insurance
  satisfactory to Administrative Agent; (v) ALTA surveys of all Mortgaged
  Properties, certified to Administrative Agent; and (vi) appraisals and other
  documents, instruments and certificates, in each case in form and substance
  satisfactory to Administrative Agent that the Administrative Agent shall
  reasonably request. Notwithstanding anything to the contrary in clauses (a)
  through (d) of this (e) Section 6.09, no Loan Party shall be required to take
  any action pursuant to this Section 6.09 with respect to (i)
  any Permitted Spin-Off Vehicle prior to the date that is 45 days (or such
  longer period, not to exceed an additional 45 days, as may be reasonably
  agreed by the Administrative Agent) after the creation thereof or (ii) the
  Original Spun-Off Entities prior to the date that is 90 days (or such longer
  period, not to exceed an additional 90 days, as may be reasonably agreed by
  the Administrative Agent) after the initial Borrowing Date. Further
  Assurances. At any time or from time to time upon the request Section 6.10.
  of the Administrative Agent, at the expense of the Borrower, promptly
  execute, acknowledge and deliver such further documents and do such other
  acts and things as the Administrative Agent or the Collateral Agent may
  reasonably request in order to effect fully the purposes of the Loan
  Documents or of more fully perfecting or renewing the rights of the
  Administrative Agent or the Lenders with respect to the 82 9482345 

  






 















	
  

  	
  Collateral (or
  with respect to any additions thereto or replacements or proceeds thereof or
  with respect to any other property or assets hereafter acquired by Holdings
  or any Restricted Subsidiary which is required to become part of the
  Collateral). In furtherance and not in limitation of the foregoing, each Loan
  Party shall take such actions as the Administrative Agent or the Collateral
  Agent may reasonably request from time to time to ensure that the Obligations
  are guaranteed by the Subsidiary Guarantors and are secured by the Collateral
  and all of the outstanding Equity Interests of Subsidiaries of the Loan
  Parties (subject to limitations contained herein and in the Security
  Agreement). Upon the exercise by the Administrative Agent, the Collateral Agent
  or any Lender of any power, right, privilege or remedy pursuant to this
  Agreement or the other Loan Documents which required any consent, approval,
  recording qualification or authorization of any Governmental Authority, the
  Borrower will execute and deliver, or will cause the execution and delivery
  of, all applications, certifications, instruments and other documents and
  papers that the Administrative Agent, the Collateral Agent or any such Lender
  may be required to obtain from Holdings or any Restricted Subsidiary for such
  governmental consent, approval, recording, qualification or authorization.
  Maintenance of Ratings. In the case of Holdings, at all times use Section
  6.11. commercially reasonable efforts (it being understood and agreed that
  “commercially reasonable efforts” shall in any event include the payment by
  the Borrower of reasonable and customary rating agency fees and cooperation
  with reasonable information and data requests by Moody’s and S&P in connection with their ratings process) to maintain
  (including, without limitation, obtaining at least once each calendar year an
  annual refreshing of ratings from Moody’s and ratings from S&P) public ratings issued by Moody’s and S&P with respect to its corporate ratings and with
  respect to the Loans. Use of Proceeds. Use the proceeds of the Term B Loans
  funded on the Section 6.12. Effective Date: (ai) to
  capitalize the Spinoff in an amount not to exceed $105,000,000 (the “Spinoff
  Capitalization”) and (bii) to pay fees, commissions
  and expenses, including any upfront fees, in connection with the Facility.
  The proceeds of the Loans may also be used for general corporate purposes not
  in contravention of any Law or of any Loan Document, provided that such
  general corporate purposes shall include, without limitation, (i) potential co-investments and acquisitions with Ocwen, HLSS or any Spun-Off
  Entity (including, without limitation, Principal Customer Acquisitions, the
  Permitted Equator Transaction, and the Permitted ResCap
  Transaction and any acquisition of Residential Capital, LLC or the Homeward
  Residential business) and (ii) fees, expenses and commissions in connection
  with the any Permitted Spin-Off or Principal Customer Acquisition and such
  other transactions. Use the proceeds of the First Amendment Incremental Term
  Loans: (i) to pay fees, commissions and expenses,
  including any upfront fees, in connection with the First Amendment and the
  First Amendment Incremental Term Loans and (ii) for other general corporate
  purposes not in contravention of any Law or any Loan Document. Use the
  proceeds of the Term B Loans funded on the Second Amendment Effective Date to
  repay in full the outstanding principal amount of the Original Term Loans on
  the Second Amendment Effective Date. Use the proceeds of the Third Amendment
  Incremental Term Loans (i) to pay fees, commissions
  and expenses, including any upfront fees, in connection with the Third
  Amendment and the Third Amendment Incremental Term Loans, (ii) to consummate
  all or any portion of the Permitted Share Buyback pursuant to Section 7.04(h)
  and (iii) for other general corporate purposes not in contravention of any
  Law or any Loan Document. Post Closing Covenants. To the extent any of the
  conditions set forth Section 6.13. in Section 5.02 have not been satisfied or
  waived on the Borrowing Date, the Borrower shall cause such conditions to be
  satisfied within the time periods set forth on Schedule 6.13 with respect to
  such conditions (subject to extension in the reasonable discretion of the
  Administrative Agent as set forth in such Schedule). 83 9482345 

  






 















	
  

  	
  ARTICLE VII
  NEGATIVE COVENANTS Each Loan Party, for itself and its Restricted
  Subsidiaries, covenants and agrees that, until payment in full of all
  Obligations (other than (x) obligations under Hedge Agreements not yet due
  and payable and (y) contingent indemnification obligations not yet due and
  payable), Holdings shall not, nor shall it cause or permit any Restricted
  Subsidiary to: Indebtedness. Directly or indirectly, create, incur, assume or
  guarantee, Section 7.01. or otherwise become or remain directly or indirectly
  liable with respect to any Indebtedness, except: the Obligations; (a)
  Indebtedness of any Restricted Subsidiary owed to Holdings, the Borrower or
  to (b) any other Restricted Subsidiary, or of the Borrower to Holdings or any
  Restricted Subsidiary or of Holdings to the Borrower or any other Restricted
  Subsidiary; provided that (i) except with respect
  to any Indebtedness among Restricted Subsidiaries that are not Loan Parties,
  all such Indebtedness shall be unsecured and subordinated in right of payment
  to the payment in full of the Obligations pursuant to the terms of the
  Intercompany Note or an intercompany subordination agreement reasonably
  acceptable to the Administrative Agent and (ii) any such Indebtedness that is
  owed by a non-Loan Party to a Loan Party is permitted as an Investment under
  Section 7.06(d); Indebtedness which may be deemed to exist pursuant to any
  guaranties, (c) performance, surety, statutory, appeal or similar obligations
  incurred in the ordinary course of business; Indebtedness in respect of
  netting services, overdraft protections and otherwise (d) in connection with
  Deposit Accounts; guaranties by the Borrower or a Subsidiary Guarantor of (i) Indebtedness (e) otherwise permitted to be incurred
  pursuant to this Section 7.01 or (ii) obligations of any other Loan Party not
  constituting Indebtedness; provided that if the Indebtedness that is being
  guarantied is unsecured and/or subordinated to the Obligations, the guaranty
  shall also be unsecured and/or subordinated to the Obligations; Indebtedness
  described in Schedule 7.01 and any Permitted Refinancing thereof; (f)
  Indebtedness of a Person or Indebtedness attaching to assets of a Person
  that, in (g) either case, becomes a Restricted Subsidiary or Indebtedness
  attaching to assets that are acquired by the Borrower or any of the
  Restricted Subsidiaries, in each case after the initial Borrowing Date as the
  result of a Permitted Acquisition, and any Permitted Refinancing thereof;
  provided that (i) such Indebtedness existed at the
  time such Person became a Restricted Subsidiary or at the time such assets
  were acquired and, in each case, was not created in anticipation thereof,
  (ii) such Indebtedness is not guaranteed in any respect by the Borrower or
  any of the Restricted Subsidiaries (other than by any such person that so
  becomes a Restricted Subsidiary) and (iii) the aggregate principal amount of
  such Indebtedness outstanding at any one time does not exceed $25,000,000;
  Indebtedness of the type described in clause (xi) of the definition of (h)
  “Indebtedness” incurred in the ordinary course of business and consistent
  with prudent business practice to hedge or mitigate risks to which the
  Borrower or any of the Restricted Subsidiaries is exposed in the 84 9482345 

  






 















	
  

  	
  conduct of its
  business or the management of its liabilities or to hedge against
  fluctuations in interest rates or currency; provided that in each case such
  Indebtedness shall not have been entered into for speculative purposes; other
  Indebtedness of the Borrower and the Restricted Subsidiaries in an (i) aggregate amount not to exceed at any time
  $20,000,000; to the extent not constituting Obligations, Refinancing Debt;
  (j) Indebtedness arising from customary agreements providing for
  indemnification, (k) adjustment of purchase price (including earn-outs) or
  similar obligations, in each case incurred or assumed in connection with the
  dispositions or purchase of assets permitted hereunder, provided that such
  Indebtedness (other than for indemnification) shall be included in the total
  consideration for purposes of all determinations relating to such disposition
  or purchase hereunder; Indebtedness of Borrower or the Restricted
  Subsidiaries with respect to Capital (l) Leases and purchase money
  Indebtedness in an aggregate amount not to exceed at any time $30,000,000;
  provided that any such Indebtedness (i) shall be
  secured only by the asset acquired in connection with the incurrence of such
  Indebtedness, and (ii) shall constitute not less than 75% of the aggregate
  consideration paid with respect to such asset; Junior Indebtedness of the
  Borrower or the Restricted Subsidiaries; provided that (m) (i) no Default or Event of Default shall exist before or
  after giving effect to the incurrence of such Indebtedness and (ii) the Total
  Leverage Ratio shall be equal to or less than 3.50:1.00 immediately prior to
  and after giving effect to the incurrence of such Indebtedness and any
  Permitted Acquisitions consummated with the proceeds of such Indebtedness
  (calculated in accordance with Section 7.07) as of the last day of the Fiscal
  Quarter most recently ended for which the financial statements required by
  Section 6.01(a) or (b), as the case may be, have been (or were required to
  be) delivered; Indebtedness representing deferred compensation to employees
  of Holdings and (n) its Subsidiaries incurred in the ordinary course of
  business; Indebtedness to current or former officers, directors, managers,
  consultants and (o) employees, their respective estates, spouses or former
  spouses to finance the purchase or redemption of Equity Interests of Holdings
  permitted by Section 7.04; Indebtedness owing to any insurance company
  arising from the financing of (p) insurance premiums in the ordinary course
  of business; and Indebtedness incurred pursuant to a Permitted Revolving
  Credit Facility. (q) Liens. Directly or indirectly, create, incur, assume or
  permit to exist any Section 7.02. Lien on or with
  respect to any property or asset of any kind (including any document or
  instrument in respect of goods or accounts receivable) of Holdings or any
  Restricted Subsidiary, whether now owned or hereafter acquired or licensed,
  or any income, profits or royalties therefrom, or
  file or permit the filing of, or permit to remain in effect, any financing
  statement or other similar notice of any Lien with respect to any such
  property, asset, income, profits or royalties under the UCC
  of any State or under any similar recording or notice statute, except: 85
  9482345 

  






 















	
  

  	
  Liens in favor
  of the Collateral Agent for the benefit of Secured Parties granted (a)
  pursuant to any Loan Document; Liens for Taxes, assessments or governmental
  charges that are not overdue for a (b) period of more than sixty (60) days or
  that are being contested in good faith by appropriate proceedings promptly
  instituted and diligently conducted; statutory or common law Liens of
  landlords, banks and securities intermediaries (c) (and rights of set-off),
  of carriers, warehousemen, mechanics, repairmen, workmen and materialmen (including any mechanics, repairmen, workmen
  and materialmen Lien on property managed by the
  Borrower and its Restricted Subsidiaries as part of their real estate and
  property management business), and other Liens imposed by law (other than any
  such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code),
  in each case incurred in the ordinary course of business for amounts not
  overdue by more than sixty (60) days or, in the case of any such amounts
  overdue for a period in excess of sixty (60) days, such Liens are unfiled and
  no other action has been taken to enforce such Lien or such Lien, or the
  amount, is being contested in good faith by appropriate proceedings, so long
  as such reserves or other appropriate provisions, if any, as shall be
  required by GAAP shall have been made for any such
  contested amounts; Liens incurred in the ordinary course of business in
  connection with workers’ (d) compensation, unemployment insurance and other
  types of social security, or to secure the performance of tenders, statutory
  obligations, surety and appeal bonds, bids, leases, government contracts,
  trade contracts, performance and return-of-money bonds and other similar
  obligations (exclusive of obligations for the payment of borrowed money or
  other Indebtedness), so long as no foreclosure, sale or similar proceedings
  have been commenced with respect to any portion of the Collateral on account
  thereof; easements, rights-of-way, restrictions, encroachments, and other
  minor defects or (e) irregularities in title, in each case which do not and
  shall not interfere in any material respect with the ordinary conduct of the
  business of the Borrower or any of the Restricted Subsidiaries and that, in
  the aggregate, do not materially detract from the value of the property
  subject thereto; leases (including operating leases), licenses, subleases and
  sublicenses granted to (f) others in the ordinary course of business which do
  not (i) interfere in any material respect with the
  business of the Borrower and its Restricted Subsidiaries, taken as a whole,
  or (ii) secure any Indebtedness; purported Liens evidenced by the filing of
  precautionary UCC financing (g) statements (i) relating solely to operating leases of personal
  property entered into in the ordinary course of business or (ii) to evidence
  the sale of assets in the ordinary course of business; any zoning or similar
  law or right reserved to or vested in any governmental (h) office or agency
  to control or regulate the use of any real property; Liens described in Schedule
  7.02; (i) Liens securing Indebtedness permitted by
  Section 7.01(g); provided that any (j) such Lien shall encumber only those
  assets which secured such Indebtedness at the time such assets were acquired
  by the Borrower or the Restricted Subsidiaries; 86 9482345 

  






 















	
  

  	
  other Liens on
  assets other than the Collateral securing Indebtedness in an (k) aggregate
  amount not to exceed $25,000,000 at any time outstanding; Refinancing Debt
  Liens; (l) Liens securing Indebtedness permitted pursuant to Section 7.01(l);
  provided that (m) any such Lien shall encumber only the asset acquired with
  the proceeds of such Indebtedness; pledges or deposits in connection with
  workers’ compensation, unemployment (n) insurance and other social security
  legislation; assignments of past due receivables solely for the purpose of
  collection; (o) judgment Liens so long as the related judgment does not
  constitute an Event of (p) Default; Liens (i) in
  favor of customs and revenue authorities arising as a matter of law to (q)
  secure payment of customs duties in connection with the importation of goods
  in the ordinary course of business and (ii) on specific items of inventory or
  other goods and proceeds thereof of any Person securing such Person’s
  obligations in respect of bankers’ acceptances or letters of credit issued or
  created for the account of such person to facilitate the purchase, shipment
  or storage of such inventory or such other goods in the ordinary course of
  business; Liens (i) of a collection bank arising
  under Sections 4-208 and 4-210 of the (r) Uniform Commercial Code on the
  items in the course of collection and (ii) attaching to commodity trading
  accounts or other commodities brokerage accounts incurred in the ordinary
  course of business and not for speculative purposes; Liens (i) on cash advances in favor of the seller of any
  property to be acquired in (s) a transaction permitted pursuant to Section
  7.06 or (ii) consisting of an agreement to dispose of any property in a
  transaction permitted pursuant to Section 7.08, in each case, solely to the
  extent such acquisition or disposition, as the case may be, would have been
  permitted on the date of the creation of such Lien; Liens arising out of
  conditional sale, title retention, consignment or similar (t) arrangements
  for sale of goods entered into by the Borrower or any of the Restricted
  Subsidiaries in the ordinary course of business; Liens on insurance policies
  and the proceeds thereof securing the financing of (u) the premiums with
  respect thereto so long as such Liens do not encumber any property other than
  cash paid to any such insurance company in respect of such insurance; other
  Liens securing Indebtedness or other obligations in an aggregate amount (v)
  not to exceed at any time $20,000,000; and Permitted Revolving Credit Liens.
  (w) (each of (a) - (w), a “Permitted Lien”). Notwithstanding anything in this
  Section 7.02 to the contrary, the parties agree that none of the restrictions
  on Liens otherwise imposed by the provisions 87 9482345 

  






 















	
  

  	
  of this Section
  7.02 shall apply to Equity Interests in the Original Spun-Off Entities or in
  any Permitted Spin-Off Vehicle to the extent such Equity Interests may
  constitute Margin Stock at any time prior to the consummation of the Spinoff
  or related Permitted Spin-Off, as applicable. No Further Negative Pledges.
  Except with respect to (a) this Section 7.03. Agreement and the other Loan
  Documents, (b) specific property encumbered to secure payment of particular
  Indebtedness that is permitted to be incurred and secured under this Agreement
  or to be sold pursuant to an executed agreement with respect to a sale of
  assets permitted hereunder, (c) restrictions by reason of customary
  provisions restricting assignments, subletting or other transfers contained
  in leases, licenses and similar agreements entered into in the ordinary
  course of business (provided that such restrictions are limited to the
  property or assets secured by such Liens or the property or assets subject to
  such leases, licenses or similar agreements, as the case may be), (d) restrictions
  by reason of customary provisions restricting assignments, subservicing,
  subcontracting or other transfers contained in servicing agreements (provided
  that such restrictions are limited to the individual servicing agreement and
  related agreements or the property and/or assets subject to such agreements,
  as the case may be) and (e) restrictions by reason of customary provisions
  restricting liens, assignments, subservicing, subcontracting or other
  transfers contained in agreements with the Federal Housing Administration,
  Veterans Administration, Ginnie Mae, Fannie Mae,
  Freddie Mac or other similar governmental agencies relating to the
  origination, sale, securitization and servicing of mortgage loans (provided
  that such restrictions are limited to the individual agreement and related
  agreements and/or the property or assets subject to such agreements, as the
  case may be), no Loan Party nor any Restricted Subsidiary shall enter into
  any agreement prohibiting the creation or assumption of any Lien upon any of
  its properties or assets, whether now owned or hereafter acquired, to secure
  the Obligations. Restricted Junior Payments. Directly or indirectly through
  any Section 7.04. manner or means, declare, order, pay, make or set apart, or
  agree to declare, order, pay, make or set apart, any sum for any Restricted
  Junior Payment except that (a) any Restricted Subsidiary may declare and pay
  dividends or make other distributions ratably to the Borrower or any
  Restricted Subsidiary and to each other holder of equity therein, (b) the
  Borrower may make payments in an aggregate amount not to exceed $25,000,000
  in any Fiscal Year to Lux Holdco and Lux Holdco may make similar payments from such proceeds
  to Holdings to permit Holdings to purchase common stock or common stock
  options of Holdings from present or former officers or employees of Holdings
  or any Restricted Subsidiary upon the death, disability or termination of
  employment of such officer or employee, (c) the Borrower, Lux
  Holdco and Holdings may make other Restricted Junior Payments; provided that
  in the case of this clause (c), both immediately prior to and after giving
  effect thereto (i) no Event of Default shall exist
  or result therefrom, (ii) the Total Leverage Ratio
  shall be equal to or less than 3.50 to 1.00, calculated in accordance with
  Section 7.07 immediately prior to and after giving effect to such Restricted
  Junior Payment as of the last day of the Fiscal Quarter most recently ended
  for which the financial statements required by Section 6.01(a) or (b), as the
  case may be, have been (or were required to be) delivered and (iii) the
  aggregate amount of Restricted Junior Payments made pursuant to this Section
  7.04(c) shall not exceed the Available Amount that is Not Otherwise Applied,
  (d) to the extent constituting Restricted Junior Payments, the Borrower and
  the Restricted Subsidiaries may enter into and consummate transactions
  expressly permitted by any provision of Sections 7.02, 7.08, 7.11(b) or
  7.11(c), (e) the Borrower may make payments to Lux
  Holdco and Lux Holdco may make similar payments
  from such proceeds to Holdings, the proceeds of which shall be used by Lux Holdco or Holdings to pay franchise taxes and other
  fees, taxes and expenses, including, without limitation, administrative and
  overhead costs, required to maintain the corporate or legal existence of Lux Holdco or Holdings, including, without limitation, D&O insurance premiums and SEC regulatory costs and
  expenses, (f) (i) the Restricted Junior Payments
  made by the Borrower and Holdings under this clause (f) prior to the Second
  Amendment Effective Date were permitted plus (ii) the Borrower, Lux Holdco and Holdings may make other Restricted Junior
  Payments in an aggregate amount for all such Restricted Junior Payments made
  88 9482345 

  






 















	
  

  	
  under this
  clause (f)(ii) not to exceed the greater of (x) $15,000,000 and (y) 15.0% of
  Consolidated Adjusted EBITDA for the four Fiscal Quarter period ending as of
  the last day of the most recently ended Fiscal Quarter for which the
  financial statements required by Section 6.01(a) or (b), as the case may be,
  have been (or were required to be) delivered and, (g) (i)
  Restricted Junior Payments made under this clause (g) prior to the Second
  Amendment Effective Date, the proceeds of which were used by Holdings to
  consummate all or any portion of the Permitted Share Buyback and (ii) the
  Borrower may, from time to time on or after the Second Amendment Effective
  Date, make payments to Lux Holdco and Lux Holdco may, from time to time, make similar payments
  from such proceeds to Holdings in an aggregate amount for all such Restricted
  Junior Payments made under this clause (g)(ii) on or after the Second
  Amendment Effective Date not to exceed $35,000,000, and Lux
  Holdco may accept such payments for further distribution to Holdings and
  Holdings may accept such payments and use such proceeds from time to time to
  consummate all or any portion of the Permitted Share Buyback and (h) in
  addition to the other Restricted Junior Payments permitted under this Section
  7.04, the Borrower may from time to time on or after the Third Amendment
  Effective Date make payments to Lux Holdco and Lux Holdco may from time to time make similar payments
  from such proceeds to Holdings in an aggregate amount for all such Restricted
  Junior Payments made under this clause (h) on or after the Third Amendment
  Effective Date not to exceed $200,000,000, and Lux
  Holdco may accept such payments for further distribution to Holdings and
  Holdings may accept such payments and use such proceeds from time to time to
  consummate all or any portion of the Permitted Share Buyback. Restrictions on
  Subsidiary Distributions. Except as provided herein, Section 7.05. create or
  otherwise cause or suffer to exist or become effective any consensual
  encumbrance or restriction of any kind on the ability of any Restricted
  Subsidiary to (a) pay dividends or make any other distributions on any of
  such Restricted Subsidiary’s Equity Interests owned by the Borrower or any
  other Restricted Subsidiary, (b) repay or prepay any Indebtedness owed by
  such Restricted Subsidiary to Holdings or any other Restricted Subsidiary,
  (c) make loans or advances to the Borrower or any other Restricted Subsidiary
  or (d) transfer, lease or license any of its property to Holdings or any
  other Restricted Subsidiary other than restrictions (i)
  in agreements evidencing Indebtedness permitted by Section 7.01(f) or (l)
  that impose restrictions on the property so acquired, (ii) in agreements
  evidencing Junior Indebtedness or Refinancing Debt, in each case permitted to
  be incurred by Section 7.01, (iii) by reason of customary provisions
  restricting assignments, subletting or other transfers contained in leases,
  licenses, joint venture agreements and similar agreements entered into in the
  ordinary course of business, (iv) by reason of customary net worth provisions
  contained in leases and other agreements that do not evidence Indebtedness
  entered into by the Borrower or a Restricted Subsidiary in the ordinary
  course of business, (v) that are or were created by virtue of any transfer
  of, agreement to transfer or option or right with respect to any property not
  otherwise prohibited under this Agreement or (vi) described on Schedule 7.05.
  Investments. Directly or indirectly, make or own any Investment in any
  Section 7.06. Person, including any Joint Venture, except: Investments in
  Cash and Cash Equivalents; (a) equity Investments owned as of the initial
  Borrowing Date in any Subsidiary and (b) Investments made after the Borrowing
  Date in the Borrower and any Subsidiary Guarantor; Investments (i) in any Securities received in satisfaction or partial
  satisfaction (c) thereof from financially troubled account debtors and (ii)
  deposits, prepayments and other credits to suppliers made in the ordinary
  course of business of the Borrower and the Restricted Subsidiaries; 89
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  intercompany
  loans to the extent permitted under Section 7.01(b) and other (d) Investments
  in Subsidiaries which are not Subsidiary Guarantors; provided that such
  Investments (including through intercompany loans) in Subsidiaries other than
  Subsidiary Guarantors shall not exceed at any time $25,000,000 in the
  aggregate; loans and advances to officers, directors and employees of
  Holdings and its (e) Subsidiaries made in the ordinary course of business in
  an aggregate principal amount not to exceed $2,000,000 at any time
  outstanding; Permitted Acquisitions; (f) Investments described in Schedule
  7.06; (g) Hedge Agreements which constitute Investments; (h) other
  Investments by the Borrower and the Restricted Subsidiaries (including (i) Investments made in connection with the Permitted
  Spin-Offs) in an aggregate amount not to exceed the sum of (i) $25,000,000 at any one time outstanding plus (ii) if
  (A) no Event of Default shall exist or result therefrom
  and (B) the Total Leverage Ratio, calculated in accordance with Section 7.07
  immediately prior to and after giving effect to such Investment as of the
  last day of the Fiscal Quarter most recently ended for which the financial
  statements required by Section 6.01(a) or (b), as the case may be, have been
  (or were required to be) delivered, is equal to or less than 3.50 to 1.00,
  the Available Amount that is Not Otherwise Applied; (i)
  Investments by the Borrower and the Restricted Subsidiaries (including (j)
  Investments made in connection with the Permitted Spin-Offs) under this
  clause (j) prior to the Second Amendment Effective Date and (ii) other
  Investments by the Borrower and the Restricted Subsidiaries (including
  Investments made in connection with the Permitted Spin-Offs) on or after the
  Second Amendment Effective Date in an aggregate amount, for all such
  Investments made under this clause (j)(ii), not to exceed the greater of (x)
  $25,000,000 and (y) 18.0% of Consolidated Adjusted EBITDA for the four Fiscal
  Quarter period ending as of the last day of the most recently ended Fiscal
  Quarter for which the financial statements required by Section 6.01(a) or
  (b), as the case may be, have been (or were required to be) delivered;
  Investments by the Borrower or any Restricted Subsidiary in a Person, if as a
  (k) result of such Investment (i) such Person
  becomes a Subsidiary Guarantor that is engaged in Core Business Activities
  and any business or activities incidental and ancillary thereto or (ii) such
  Person is merged, consolidated or amalgamated with or into, or transfers or
  conveys substantially all of its assets to, or is liquidated into, the
  Borrower or a Subsidiary Guarantor; Investments by the Borrower or any
  Restricted Subsidiary in one or more (l) Persons related to the Homeward
  Residential business in exchange for existing investments of Altisource Portfolio Solutions S.A. in Correspondent One
  S.A.; provided that the consideration received for any such Investment shall
  be in an amount approved by the board of directors (or similar governing
  body) of the Borrower; loans and advances to Ocwen
  to finance any acquisition by Ocwen of Residential
  (m) Capital, LLC or the Homeward Residential business, so long as (i) any such loan or advance will be repaid or will convert
  to an equity Investment in the target of any such acquisition no later than
  the first 90 9482345 

  






 















	
  

  	
  anniversary of
  the date of this Agreement and (ii) immediately prior to and after giving
  effect to any such acquisition, the Total Leverage Ratio, determined in
  accordance with Section 7.07 as of the last day of the Fiscal Quarter most
  recently ended for which the financial statements required by Section 6.01(a)
  or (b), as the case may be, have been (or were required to be) delivered,
  does not exceed 3.50:1.00; Investments in connection with the Spinoff
  Capitalization; and (n) non-cash consideration received, to the extent
  permitted by the Loan Documents (o) in connection with the sale of property
  permitted by this Agreement. Certain Calculations. Section 7.07. In
  connection with any calculation of compliance with any financial term during
  (a) any period, the calculation thereof shall be after giving effect on a pro
  forma basis to (w) the incurrence of any Indebtedness after the first day of
  such period, as if such Indebtedness had been incurred (and the proceeds
  thereof applied) on the first day of such period and remained outstanding
  through the date of determination, (x) the permanent repayment of any
  Indebtedness after the first day of such period, as if such Indebtedness had
  been retired or repaid on the first day of such period and remained retired
  through the date of determination, (y) the making of any other Restricted
  Junior Payment after the first day of such period, as if such Restricted
  Junior Payment had been made on the first day of such period, and (z) any
  Permitted Acquisition, Ocwen Acquisition, Permitted
  Spin-Off or Asset Sale then being consummated as well as any other Permitted
  Acquisition, Ocwen Acquisition, Permitted Spin-Off
  or Asset Sale if consummated after the first day of such period, and on or
  prior to the date of the respective the Permitted Acquisition, Ocwen Acquisition, Permitted Spin-Off or Asset Sale, as
  the case may be, then being effected, with the following rules (described in
  clauses (b) and (c) below) to apply in connection therewith. With respect to
  any period during which a Permitted Acquisition, Permitted (b) Spin-Off or
  Asset Sale has occurred (each, a “Subject Transaction”), Consolidated
  Adjusted EBITDA shall be calculated with respect to such period on a pro
  forma basis using either (i) in the case of an
  Asset Sale or a Permitted Spin-Off, the historical audited financial
  statements (or, if such audited financial statements do not exist, such other
  information as shall be consistent with the Historical Financial Statements)
  of any business so sold or disposed or to be sold or disposed or (ii) in the
  case of Permitted Acquisitions, (x) with respect to each calculation made at
  any time prior to the time when one full Fiscal Quarter shall have elapsed
  after such Permitted Acquisition, the EBITDA (calculated in a manner
  consistent with the definition of “Consolidated Adjusted EBITDA”) of such
  Acquired Entity as set forth in the projections for any business so acquired
  or to be acquired (provided that such projections are based on good faith
  estimates and assumptions made by the management of the Borrower) and (y)
  with respect to each calculation made at any time after the time when one
  full Fiscal Quarter shall have elapsed after such Permitted Acquisition but
  prior to the time when five full Fiscal Quarters shall have elapsed after
  such Permitted Acquisition, the Annualized Acquired EBITDA of such Acquired
  Entity, and the Consolidated financial statements of Holdings and its
  Subsidiaries shall be reformulated as if (A) such Subject Transaction, and
  any Indebtedness incurred or repaid in connection therewith, had been
  consummated or incurred or repaid at the beginning of such period (and
  assuming that such Indebtedness bears interest during any portion of the
  applicable measurement period prior to the relevant transaction at the
  weighted average of the interest rates applicable to outstanding Loans
  incurred during such period) and (B) in the case of Permitted Acquisitions, such
  projected EBITDA (calculated in a manner consistent with the definition of
  “Consolidated Adjusted EBITDA”) or the Annualized Acquired EBITDA of such
  Acquired Entity, as the case may be, had been earned at the beginning of the
  four Fiscal Quarter period 91 9482345 

  






 















	
  

  	
  ending on the
  last day of the applicable Fiscal Quarter; provided, however, that such
  Annualized Acquired EBITDA shall be reduced by (1) for the first full Fiscal
  Quarter in which such Acquired Entity is included in the calculation of Consolidated
  Adjusted EBITDA, the actual Consolidated Adjusted EBITDA for such Acquired
  Entity for such Fiscal Quarter, (2) for the second full Fiscal Quarter in
  which such Acquired Entity is included in the calculation of Consolidated
  Adjusted EBITDA, the actual Consolidated Adjusted EBITDA for such Acquired
  Entity for the preceding two Fiscal Quarters ending on the last day of the
  applicable Fiscal Quarter, (3) for the third full Fiscal Quarter in which
  such Acquired Entity is included in the calculation of Consolidated Adjusted
  EBITDA, the actual Consolidated Adjusted EBITDA for such Acquired Entity for
  the preceding three Fiscal Quarters ending on the last day of the applicable
  Fiscal Quarter and (4) for the fourth full Fiscal Quarter in which such
  Acquired Entity is included in the calculation of Consolidated Adjusted
  EBITDA, the actual Consolidated Adjusted EBITDA for such Acquired Entity for
  the preceding four Fiscal Quarters ending on the last day of the applicable
  Fiscal Quarter. With respect to any period in which an Ocwen
  Acquisition Fulcrum Date occurs (c) with respect to any Ocwen
  Acquisition, the Consolidated financial statements of Holdings and its
  Subsidiaries shall be reformulated as if the applicable Ocwen
  Acquisition Fulcrum Date had occurred, and the related Ocwen
  Acquisition EBITDA had been earned, at the beginning of the four Fiscal
  Quarter period ending on the last day of the applicable Fiscal Quarter and
  Consolidated Adjusted EBITDA shall be calculated with respect to such period
  on a pro forma basis using (x) with respect to each Fiscal Quarter prior to
  and including the applicable Ocwen Acquisition
  Fulcrum Quarter and the Fiscal Quarter immediately following the applicable Ocwen Acquisition Fulcrum Quarter, the Ocwen Acquisition EBITDA for each such Fiscal Quarter
  minus, for the applicable Ocwen Acquisition Fulcrum
  Quarter and the Fiscal Quarter immediately following the applicable Ocwen Acquisition Fulcrum Quarter, the actual EBITDA
  (calculated in a manner consistent with the definition of “Consolidated
  Adjusted EBITDA”) directly attributable to Ocwen
  Acquisition Services during such Ocwen Acquisition
  Fulcrum Quarter and the Fiscal Quarter immediately following the applicable Ocwen Acquisition Fulcrum Quarter and (y) with respect to
  each Fiscal Quarter after the Fiscal Quarter immediately after the applicable
  Ocwen Acquisition Fulcrum Quarter, the actual
  EBITDA (calculated in a manner consistent with the definition of
  “Consolidated Adjusted EBITDA”) attributable to Ocwen
  Acquisition Services. Fundamental Changes; Disposition of Assets;
  Acquisitions. Enter Section 7.08. into any transaction of merger or
  consolidation, or liquidate, wind-up or dissolve itself (or suffer any
  liquidation or dissolution), or convey, sell, lease or license, exchange,
  transfer or otherwise dispose of, in one transaction or a series of
  transactions, all or any part of its business, assets or property of any kind
  whatsoever, whether real, personal or mixed and whether tangible or
  intangible, whether now owned or hereafter acquired, leased or licensed, or
  acquire by purchase or otherwise (other than purchases or other acquisitions
  of inventory, materials, equipment and other assets and Consolidated Capital
  Expenditures in the ordinary course of business) the business, property or
  fixed assets of, or stock or other evidence of beneficial ownership of, any
  Person or any division or line of business or other business unit of any
  Person, except: any Restricted Subsidiary may be merged with or into the
  Borrower or any other (a) Restricted Subsidiary, or be liquidated, wound up
  or dissolved, or all or any part of its business, assets or property may be
  conveyed, sold, leased, transferred or otherwise disposed of, in one
  transaction or a series of transactions, to the Borrower or any Restricted
  Subsidiary; provided that in the case of any such transaction, (i) the Borrower shall be the continuing or surviving
  Person in any such transaction involving the Borrower and (ii) subject to the
  preceding clause (i), a Subsidiary Guarantor shall
  be the continuing or surviving Person in any such transaction involving a
  Subsidiary Guarantor; 92 9482345 

  






 















	
  

  	
  any Restricted
  Subsidiary may dispose of any or all of its assets (upon voluntary (b)
  liquidation or otherwise) to the Borrower or any Subsidiary Guarantor; sales
  or other dispositions of assets that do not constitute Asset Sales; (c) Asset
  Sales, the proceeds of which (valued at the principal amount thereof in the
  (d) case of non-Cash proceeds consisting of notes or other debt Securities and
  valued at fair market value in the case of other non-Cash proceeds) when
  aggregated with the proceeds of all other Asset Sales under this clause (d)
  made within the same Fiscal Year, are less than $25,000,000; provided that
  (1) the consideration received for such assets shall be in an amount at least
  equal to the fair market value thereof (determined in good faith by the chief
  executive officer and chief financial officer of the Borrower), (2) no less
  than 75% thereof shall be paid in Cash, and (3) the Net Cash Proceeds thereof
  shall be applied as required by Section 2.08(b); disposals of obsolete, worn
  out or surplus property in the ordinary course of (e) business; Permitted
  Acquisitions; (f) Investments made in accordance with Section 7.06. (g)
  dispositions of Cash Equivalents in the ordinary course of business; (h)
  Permitted Spin-Offs and dividends and distributions in connection therewith;
  and (i) the Spinoff and dividends, distributions
  and sales in connection therewith (j) (including, without limitation, (y)
  sales and transfers of Equity Interests in the Spun-Off Entities and one or
  more investment vehicles created in connection therewith and (z) dividends or
  distributions to Holdings to permit Holdings to effect the Spinoff
  Capitalization); and the Permitted Lux
  Contribution. (j) Upon the request of the Borrower (which identifies with
  reasonable specificity the releases sought and Collateral disposed of), the
  Administrative Agent or Collateral Agent, as applicable, shall reasonably
  promptly execute and deliver to the Borrower any and all documents or
  instruments reasonably necessary to release any Lien encumbering any items of
  Collateral that are subject to a conveyance, sale, lease, exchange, transfer
  or other disposition pursuant to this Section 7.08 or otherwise permitted
  pursuant to this Agreement. Disposal of Subsidiary Interests. Except for (i) any sale of all of its Section 7.09. interests in the
  Equity Interests of any of its Material Subsidiaries in compliance with the
  provisions of Section 7.08, (ii) issuances described in clause (viii) of the
  definition of “Asset Sale”, (iii) the Permitted Lux
  Contribution and (iiiiv) Permitted Liens, (a)
  directly or indirectly sell, assign, pledge or otherwise encumber or dispose
  of any Equity Interests of any of its Material Subsidiaries, except to
  qualified directors and managers if required by applicable law; or (b) permit
  any Restricted Subsidiary directly or indirectly to sell, assign, pledge or
  otherwise encumber or dispose of any Equity Interests of any of its 93
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  Material
  Subsidiaries, except to another Loan Party (subject to the restrictions on
  such disposition otherwise imposed hereunder) or to qualified directors and
  managers if required by applicable law. Sales and Lease-Backs. Directly or
  indirectly, become or remain liable Section 7.10. as lessee or as a guarantor
  or other surety with respect to any lease of any property (whether real,
  personal or mixed), whether now owned or hereafter acquired, which any Loan
  Party (a) has sold or transferred or is to sell or to transfer to any other
  Person (other than the Borrower or any Restricted Subsidiary), (b) intends to
  use for substantially the same purpose as any other property which has been
  or is to be sold or transferred by such Loan Party to any Person (other than
  the Borrower or any Restricted Subsidiary) in connection with such lease or
  (c) is to be sold or transferred by such Loan Party to such Person or to any
  other Person to whom funds have been or are to be advanced by such Person on the
  security of such property or rental obligations of such Loan Party, other
  than transactions where any related sale of assets is permitted under Section
  7.08, any related Indebtedness is permitted to be incurred under Section 7.01
  and any Lien in connection therewith is permitted to be granted under Section
  7.02. Transactions with Shareholders and Affiliates. Directly or indirectly,
  Section 7.11. enter into or permit to exist any transaction (including the
  purchase, sale, lease or exchange of any property, the rendering of any
  service or the payment of any management, advisory or similar fees) with any
  Affiliate of Holdings on terms that are less favorable to Holdings or that
  Restricted Subsidiary, as the case may be, than those that might be obtained
  in a comparable arm’s length transaction at the time from a Person who is not
  an Affiliate; provided that the foregoing restriction shall not apply to (a)
  any transaction not otherwise prohibited by this Article VII between or among
  Holdings and any one or more Restricted Subsidiaries or between or among
  Restricted Subsidiaries; (b) reasonable and customary fees paid to members of
  the board of directors (or similar governing body) of Holdings and the
  Restricted Subsidiaries; (c) compensation arrangements for officers and other
  employees of Holdings and the Restricted Subsidiaries entered into in the
  ordinary course of business; (d) services agreements, statements of work,
  service level agreements and acquisition transactions with Ocwen, HLSS, any Spun-Off
  Entity and other Persons, including each of their Affiliates and
  Subsidiaries, in each case, entered into in the ordinary course of business
  of the Borrower and the Restricted Subsidiaries; and (e) transactions
  described in Schedule 7.11. Conduct of Business. Engage in any line of
  business substantially Section 7.12. different from
  the Core Business Activities and any business reasonably related,
  complementary or ancillary thereto. Modifications of Junior Indebtedness.
  Amend, modify, waive or Section 7.13. otherwise change, or consent or agree
  to any amendment, modification, waiver or other change to, any of the terms
  of any Junior Indebtedness in such a manner that would cause the terms of
  such Junior Indebtedness to fail to satisfy the requirements of clauses (i) through (vi) of the definition of “Junior
  Indebtedness.” Material Amendments or Waivers of Organizational Documents.
  Section 7.14. Agree to any material amendment, restatement, supplement or
  other modification to, or waiver of, any of the Organizational Documents of
  the Borrower or any Guarantor after the Effective Date that would materially
  and adversely impact the Lenders without in each case obtaining the prior
  written consent of the Required Lenders to such amendment, restatement,
  supplement or other modification or waiver. Fiscal Year. Change its Fiscal
  Year-end from December 31 or change Section 7.15. its
  method of determining Fiscal Quarters. 94 9482345 

  






 















	
  

  	
  Certain
  Activities. Section 7.16. In the case of Holdings, (i)
  hold any material assets other than (A) the Equity (a) Interests of Lux Holdco, the Borrower, the Original Spun-Off Entities
  and any other Subsidiaries and (B) intercompany receivables, (ii) have any
  material liabilities other than (A) liabilities under the Loan Documents, (B)
  tax liabilities in the ordinary course of business, (C) intercompany
  liabilities permitted under Section 7.01(a) and (D) other liabilities for
  directors’ fees, SEC regulatory compliance and maintenance of existence and
  liabilities covered by insurance or (iii) engage in any business or activity
  other than (A) owning the common stock ofEquity
  Interests of Lux Holdco, the Borrower and, the
  Original Spun-Off Entities and any other Subsidiaries and activities
  incidental or related thereto or to the maintenance of the corporate
  existence of Holdings or compliance with applicable Law, (B) participating in
  tax, accounting and other administrative activities as the parent of the
  consolidated group of companies, including the Loan Parties, (C)
  participating in activities incidental to compliance with the provisions of
  the Securities Act and the Exchange Act and the rules of national securities
  exchanges, in each case, as applicable to companies with listed equity or
  debt securities, as well as activities incidental to investor relations,
  shareholder meetings and reports to shareholders or debt holders, (D) acting
  as a Guarantor under the Guaranty and pledging its assets to the Collateral
  Agent, for the benefit of the Lenders, pursuant to the Collateral Documents
  to which it is a party, (E) acting as a guarantor in respect of Indebtedness
  permitted to be incurred under Section 7.01, (F) issuing and purchasing its
  own common stock and (G) activities in connection with the Spinoff; and In
  the case of Lux Holdco, (i)
  hold any material assets other than (A) the Equity (a) Interests of the
  Borrower and any other Subsidiaries and (B) intercompany receivables, (ii)
  have any material liabilities other than (A) liabilities under the Loan
  Documents, (B) tax liabilities in the ordinary course of business, (C)
  intercompany liabilities permitted under Section 7.01(a) and (D) other
  liabilities for directors’ fees and maintenance of existence and liabilities
  covered by insurance or (iii) engage in any business or activity other than
  (A) owning the Equity Interests of the Borrower and any other Subsidiaries
  and activities incidental or related thereto or to the maintenance of the
  corporate existence of Lux Holdco or compliance
  with applicable Law, (B) acting as a Guarantor under the Guaranty and pledging
  its assets to the Collateral Agent, for the benefit of the Lenders, pursuant
  to the Collateral Documents to which it is a party and (C) acting as a
  guarantor in respect of Indebtedness permitted to be incurred under Section
  7.01; and (b) Permit(i) Before the Permitted Lux Contribution is effective, permit any (b) Person
  other than Holdings to hold any Equity Interests of the Borrower and (ii)
  after the Permitted Lux Contribution is effective,
  permit any Person other than Holdings to hold any Equity Interests of Lux Holdco and permit any Person other than Lux Holdco to hold any Equity Interests of the Borrower.
  ARTICLE VIII EVENTS OF DEFAULT Events of Default. If any one or more of the
  following conditions or Section 8.01. events occur:
  Failure to Make Payments When Due. Failure by the Borrower to pay (i) when (a) due any installment of principal of any Loan,
  whether at stated maturity, by acceleration, by notice of voluntary
  prepayment, by mandatory prepayment or otherwise; or (ii) any interest on any
  Loan or any fee or any other amount due hereunder within five (5) days after
  the date due; or 95 9482345 

  






 















	
  

  	
  Breach of
  Representations, Etc. Any representation, warranty, certification or (b)
  other statement made or deemed made by any Loan Party in any Loan Document or
  in any statement or certificate at any time given by any Loan Party or any
  Restricted Subsidiary in writing pursuant hereto or thereto or in connection
  herewith or therewith shall be false in any material respect as of the date
  made or deemed made; or Breach of Certain Covenants. Failure of any Loan
  Party to perform or comply (c) with any term or condition contained in
  Section 6.01(e), Section 6.02 (as to existence of the Loan Parties only),
  Section 6.12 or Article VII hereof or Section 6 of the Security Agreement; or
  Other Defaults Under Loan Documents. Any Loan Party shall default in the (d)
  performance of or compliance with (A) Section 6.01(a), 6.01(b), 6.01(c) or
  6.01(d), and such default shall not have been remedied or waived within five
  (5) Business Days after the due date, or (B) any term contained herein or any
  of the other Loan Documents, other than any such term referred to in any
  other Section of this Section 8.01, and such default shall not have been
  remedied or waived within thirty (30) days after the earlier of (i) an officer of such Loan Party becoming aware of such
  default or (ii) receipt by the Borrower of notice from the Administrative
  Agent or any Lender of such default; or Default in Other Agreements. (i) Failure of any Loan Party or any of their (e)
  respective Restricted Subsidiaries to pay when due any principal of or
  interest on or any other amount, including any payment in settlement, payable
  in respect of one or more items of Indebtedness (other than Indebtedness referred
  to in Section 8.01(a)) in an individual principal amount (or Net
  Mark-to-Market Exposure) of $40,000,000 or more or with an aggregate
  principal amount (or Net Mark-to-Market Exposure) of $40,000,000 or more, in
  each case beyond the grace period, if any, provided therefor;
  or (ii) breach or default by any Loan Party with respect to any other
  material term of (1) one or more items of Indebtedness in the individual or
  aggregate principal amounts (or Net Mark-to-Market Exposure) referred to in
  clause (i) above or (2) any loan agreement,
  mortgage, indenture or other agreement relating to such item(s) of
  Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to
  cause, or to permit the holder or holders of that Indebtedness (or a trustee
  on behalf of such holder or holders), to cause, that Indebtedness to become
  or be declared due and payable (or redeemable) prior to its stated maturity
  or the stated maturity of any underlying obligation, as the case may be; or
  Involuntary Bankruptcy; Appointment of Receiver, Etc. (i)
  A court of competent (f) jurisdiction shall enter a decree or order for
  relief in respect of the Borrower, Holdings or any of its Significant
  Subsidiaries in an involuntary case under the Bankruptcy Code or under any
  other applicable U.S. federal, state or foreign bankruptcy, insolvency or
  similar law now or hereafter in effect, which decree or order is not stayed;
  or any other similar relief shall be granted under any applicable U.S.
  federal, state or foreign law; or (ii) an involuntary case shall be commenced
  against the Borrower, Holdings or any of its Significant Subsidiaries under
  the Bankruptcy Code or under any other applicable U.S. federal, state or
  foreign bankruptcy, insolvency or similar law now or hereafter in effect; or
  a decree or order of a court having jurisdiction in the premises for the
  appointment of a receiver, liquidator, sequestrator,
  trustee, conservator, custodian or other officer having similar powers over
  the Borrower, Holdings or any of its Significant Subsidiaries, or over all or
  a substantial part of its property, shall have been entered; or there shall
  have occurred the involuntary appointment of an interim receiver, trustee,
  conservator or other custodian of the Borrower, Holdings or any of its
  Significant Subsidiaries for all or substantially all of its property; or a
  warrant of attachment, execution or similar process shall have been issued
  against all or substantially all of the property of the Borrower, Holdings or
  any of its Significant Subsidiaries, and any such event described in this
  clause (ii) shall continue for sixty (60) days without having been dismissed,
  bonded or discharged; or 96 9482345 

  






 















	
  

  	
  Voluntary
  Bankruptcy; Appointment of Receiver, Etc. (i) The
  Borrower, (g) Holdings or any of its Significant Subsidiaries shall have an
  order for relief entered with respect to it or shall commence a voluntary
  case under the Bankruptcy Code or under any other applicable U.S. federal,
  state or foreign bankruptcy, insolvency or similar law now or hereafter in
  effect, or shall consent to the entry of an order for relief in an
  involuntary case, or to the conversion of an involuntary case to a voluntary
  case, under any such law, or shall consent to the appointment of or taking
  possession by a receiver, trustee, conservator or other custodian for all or
  a substantial part of its property; or the Borrower, Holdings or any of its
  Significant Subsidiaries shall make any assignment for the benefit of
  creditors or (ii) the Borrower, Holdings or any of its Significant
  Subsidiaries shall be unable, or shall fail generally, or shall admit in
  writing its inability, to pay its debts as such debts become due; or the
  board of directors (or similar governing body) of the Borrower, Holdings or
  any of its Significant Subsidiaries (or any committee thereof) shall adopt
  any resolution or otherwise authorize any action to approve any of the
  actions referred to herein or in Section 8.01(f); or Judgments and
  Attachments. Any money judgment, writ or warrant of (h) attachment or similar
  process involving (i) in any individual case an
  amount in excess of $40,000,000 or (ii) in the aggregate at any time an
  amount in excess of $40,000,000 (in either case to the extent not adequately
  covered by insurance as to which a solvent and unaffiliated insurance company
  has acknowledged coverage) shall be entered or filed against the Borrower,
  Holdings or any of its Material Subsidiaries or any of their respective
  assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days; or Employee
  Benefit Plans. There shall occur one or more ERISA
  Events which (i) individually or in the aggregate
  results in or would reasonably be expected to result in a Material Adverse
  Effect on the Borrower during the term hereof; or Change of Control. A Change
  of Control occurs; or (j) Guaranties, Security Documents and other Loan
  Documents. At any time after (k) the execution and delivery thereof, (i) the Guaranty for any reason, other than the
  satisfaction in full of all Obligations, shall cease to be in full force and
  effect (other than in accordance with its terms) or shall be declared to be
  null and void or any Guarantor shall repudiate its obligations thereunder, (ii) this Agreement or any Security Document
  ceases to be in full force and effect (other than by reason of a release of
  Collateral in accordance with the terms hereof or thereof or the satisfaction
  in full of the Obligations in accordance with the terms hereof) or shall be declared
  null and void, or the Collateral Agent shall not have or shall cease to have
  a valid and perfected Lien in any Collateral purported to be covered by the
  Security Documents with the priority required by the relevant Security
  Document, in each case for any reason other than the failure of the
  Collateral Agent or any Secured Party to take any action within its control
  or (iii) any Loan Party shall contest the validity or enforceability of any
  Loan Document in writing or deny in writing that it has any further liability
  under any Loan Document to which it is a party or shall contest the validity
  or perfection of any Lien in any Collateral purported to be covered by the
  Security Documents; THEN, (1) upon the occurrence of any Event of Default
  described in Section 8.01(f) or 8.01(g), automatically, and (2) upon the
  occurrence of any other Event of Default, at the request of (or with the
  consent of) the Required Lenders, upon notice to the Borrower by the
  Administrative Agent, (A) each of the following shall immediately become due
  and payable, in each case without presentment, demand, protest or other
  requirements of any kind, all of which are hereby expressly waived by each
  Loan Party: (I) the unpaid principal amount of and accrued interest on the
  Loans, and (II) all other 97 9482345 

  






 















	
  

  	
  Obligations;
  and (B) the Administrative Agent may cause the Collateral Agent to enforce
  any and all Liens and security interests created pursuant to Security
  Documents. Application of Funds. After the exercise of remedies provided for
  in Section 8.02. Section 8.01 (or after the Loans have automatically become
  immediately due and as set forth in Section 8.01), any amounts received on
  account of the Obligations shall, subject to the provisions of Section 2.13,
  be applied by the Administrative Agent in the following order: FIRST, to
  payment of that portion of the Obligations constituting fees, (i) indemnities, expenses and other amounts (including
  fees, charges and disbursements of counsel to the Administrative Agent and
  amounts payable under Article III) payable to the Administrative Agent in its
  capacity as such; SECOND, to payment of that portion of the Obligations
  constituting (ii) fees, indemnities and other amounts (other than principal
  and interest) payable to the Lenders or any Hedge Bank (including amounts
  payable under Article III fees, charges and disbursements of counsel to the
  respective Lenders (including fees and time charges for attorneys who may be
  employees of any Lender)) arising under the Loan Documents or any Hedge
  Agreement, 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 (iii) accrued and unpaid interest on
  the Loans and other Term Credit Obligations, unpaid principal of the Loans
  and amounts then owing under Hedge Agreements ratably among the Lenders and
  the Hedge Banks in proportion to the respective amounts described in this
  clause Third payable to them; and LAST, the balance, if any, after all of the
  Obligations have been (iv) indefeasibly paid in full, to the Borrower or as
  otherwise required by Law. Notwithstanding the foregoing, Obligations arising
  under Hedge Agreements shall be excluded from the application described above
  if the Administrative Agent has not received written notice thereof, together
  with such supporting documentation as the Administrative Agent may request,
  from the applicable Hedge Bank. Each Hedge Bank not a party to this Agreement
  that has given the notice contemplated by the preceding sentence shall, by
  such notice, be deemed to have acknowledged and accepted the appointment of
  the Administrative Agent pursuant to the terms of Article IX hereof for
  itself and its Affiliates as if a “Lender” party hereto. Notwithstanding
  anything herein to the contrary, Excluded Swap Obligations with respect to
  any Loan Party shall not be paid with amounts received from such Loan Party
  or its assets, but appropriate adjustments shall be made with respect to
  payments from other Loan Parties to preserve the allocation to Obligations
  otherwise set forth above in this Section 8.02. ARTICLE IX THE AGENCY
  PROVISIONS Appointment and Authority. Section 9.01. Administrative Agent.
  Each of the Lenders (in its capacities as a Lender and on (a) behalf of
  itself and its Affiliates as a potential Hedge Bank) 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 98 9482345 

  






 















	
  

  	
  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 IX are solely for the benefit of the Administrative Agent and
  the Lenders, and the Borrower shall not have rights as a third party
  beneficiary of any of such provisions. It is understood and agreed that the
  use of the term “agent” herein or in any other Loan Documents (or any other
  similar term) with reference to the Administrative Agent is not intended to
  connote any fiduciary or other implied (or express) obligations arising under
  agency doctrine of any applicable Law. Instead such term is used as a matter
  of market custom, and is intended to create or reflect only an administrative
  relationship between contracting parties. Collateral Agent. The
  Administrative Agent shall also act as the “collateral (b) agent” under the
  Loan Documents, and each of the Lenders (including in its capacity as a
  Lender and on behalf of itself and its Affiliates as a potential Hedge Bank)
  hereby irrevocably appoints and authorizes the Administrative Agent to act as
  the agent of such Lender 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 Security Documents, or for exercising any rights and
  remedies thereunder at the direction of the
  Administrative Agent), shall be entitled to the benefits of all provisions of
  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.
  Rights as a Lender. The Person serving as the Administrative Agent Section
  9.02. 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. Exculpatory Provisions. The
  Administrative Agent shall not have any Section 9.03. duties
  or obligations except those expressly set forth herein and in the other Loan
  Documents, and its duties hereunder shall be administrative in nature.
  Without limiting the generality of the foregoing, the Administrative Agent:
  shall not be subject to any fiduciary or other implied duties, regardless of
  (i) whether a Default has occurred and is
  Continuing; shall not have any duty to take any discretionary action or
  exercise any (ii) discretionary powers, except discretionary rights and powers
  expressly contemplated hereby or by the other Loan Documents that the
  Administrative Agent is required to exercise as directed in writing by the
  Required Lenders (or such other number or percentage of the Lenders as shall
  be expressly provided for herein or in the other Loan Documents); provided
  that the Administrative Agent shall not be required to take any action that,
  in its opinion or the opinion of its counsel, may expose the Administrative
  Agent to liability or that is contrary to any Loan Document or applicable
  law, including for the avoidance of doubt any action that may be in violation
  of the automatic stay under any Debtor Relief Law or that may effect a
  forfeiture, modification or termination of property of a Defaulting Lender in
  violation of any Debtor Relief Law; and 99 9482345 

  






 















	
  

  	
  shall not,
  except as expressly set forth herein and in the other Loan (iii) 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
  8.01) or (ii) in the absence of its own gross negligence or willful
  misconduct, as determined by a court of competent jurisdiction by a final and
  nonappealable judgment. The Administrative Agent
  shall be deemed not to have knowledge of any Default unless and until notice
  describing such Default is given in writing to the Administrative Agent by
  the Borrower or a Lender. 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, (v) the value
  or the sufficiency of any Collateral or (vi) the satisfaction of any
  condition set forth in Article V or elsewhere herein, other than to confirm
  receipt of items expressly required to be delivered to the Administrative Agent.
  Reliance by Administrative Agent. The Administrative Agent shall be Section
  9.04. 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 that by its
  terms must be fulfilled to the satisfaction of a Lender, the Administrative
  Agent may presume that such condition is satisfactory to such Lender unless
  the Administrative Agent shall have received notice to the contrary from such
  Lender prior to the making of such Loan. The Administrative Agent may consult
  with legal counsel (who may be counsel for the Borrower), independent
  accountants and other experts selected by it, and shall not be liable for any
  action taken or not taken by it in accordance with the advice of any such
  counsel, accountants or experts. Delegation of Duties. The Administrative
  Agent may perform any and Section 9.05. 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 IX 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. 100
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  Resignation of
  Administrative Agent. Section 9.06. The Administrative Agent may at any time
  give notice of its resignation to the (a) Lenders and the Borrower. Upon
  receipt of any such notice of resignation, the Required Lenders shall have
  the right, with the consent (so long as no Event of Default has occurred and
  is Continuing) of 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; provided that the Borrower shall be deemed to
  have consented to the appointment of any such successor unless it shall
  object thereto by written notice to the Administrative Agent within ten (10)
  Business Days after having received notice thereof. If no such successor
  shall have been so appointed by the Required Lenders and shall have accepted
  such appointment within 30 days after the retiring Administrative Agent gives
  notice of its resignation (or such earlier day as shall be agreed by the
  Required Lenders) (the “Resignation Effective Date”), then the retiring
  Administrative Agent may (but shall not be obligated to) on behalf of the
  Lenders, appoint a successor Administrative Agent meeting the qualifications
  set forth above. Whether or not a successor has been appointed, such
  resignation shall become effective in accordance with such notice on the
  Resignation Effective Date. If the Person serving as Administrative Agent is
  a Defaulting Lender pursuant to (b) clause (iv) of the definition thereof,
  the Required Lenders may, to the extent permitted by applicable law, by
  notice in writing to the Borrower and such Person remove such Person as
  Administrative Agent and, in consultation with the Borrower, appoint a
  successor. If no such successor shall have been so appointed by the Required
  Lenders and shall have accepted such appointment within 30 days (or such
  earlier day as shall be agreed by the Required Lenders) (the “Removal
  Effective Date”), then such removal shall nonetheless become effective in
  accordance with such notice on the Removal Effective Date. With effect from
  the Resignation Effective Date or the Removal Effective Date (c) (as
  applicable) (1) the retiring or removed Administrative Agent shall be
  discharged from its duties and obligations hereunder and under the other Loan
  Documents and (2) except for any indemnity payments or other amounts then
  owed to the retiring or removed Administrative Agent, all payments,
  communications and determinations provided to be made by, to or through the
  Administrative Agent shall instead be made by or to each Lender directly,
  until such time, if any, as the Required Lenders appoint a successor
  Administrative Agent as provided for above. Upon the acceptance of a
  successor’s appointment as Administrative Agent hereunder, such successor
  shall succeed to and become vested with all of the rights, powers, privileges
  and duties of the retiring (or removed) Administrative Agent (other than any
  rights to indemnity payments or other amounts owed to the retiring or removed
  Administrative Agent as of the Resignation Effective Date or the Removal
  Effective Date, as applicable), and the retiring or removed 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 9.06). The fees payable by the Borrower to
  a successor Administrative Agent shall be the same as those payable to its
  predecessor unless otherwise agreed between the Borrower and such successor.
  After the retiring or removed Administrative Agent’s resignation or removal
  hereunder and under the other Loan Documents, the provisions of this Article
  IX and Section 10.04 shall continue in effect for the benefit of such
  retiring or removed Administrative Agent, its sub agents and their respective
  Related Parties in respect of any actions taken or omitted to be taken by any
  of them while the retiring or removed Administrative Agent was acting as
  Administrative Agent. Non-Reliance on Administrative Agent and Other Lenders.
  Each Section 9.07. Lender acknowledges that it has, independently and without
  reliance upon the Administrative Agent or any other Lender or any of their
  Related Parties and based on such documents and information as it has 101
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  deemed appropriate,
  made its own credit analysis and decision to enter into this Agreement. Each
  Lender also acknowledges that it will, independently and without reliance
  upon the Administrative Agent or any other Lender or any of their Related
  Parties and based on such documents and information as it shall from time to
  time deem appropriate, continue to make its own decisions in taking or not taking
  action under or based upon this Agreement, any other Loan Document or any
  related agreement or any document furnished hereunder or thereunder.
  No Other Duties, Etc. Anything herein to the contrary notwithstanding,
  Section 9.08. none of the Lead Arrangers or the Co-Syndication Agents (listed
  on the cover page hereof) (a) 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 or a Lender
  or (b) shall be deemed to be acting as an advisor, agent or fiduciary of any
  Lender or any other Person. Administrative Agent May File Proofs of Claim. In
  case of the Section 9.09. 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 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: to file and prove a claim for the whole amount
  of the principal and (i) interest owing and unpaid
  in respect of the Loans and all other Term Credit 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 and the Administrative Agent
  (including any claim for the reasonable compensation, expenses, disbursements
  and advances of the Lenders and the Administrative Agent and their respective
  agents and counsel and all other amounts due the Lenders and the
  Administrative Agent under Sections 2.09 and 10.04) allowed in such judicial
  proceeding; and to collect and receive any monies or other property payable
  or (ii) 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 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, 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.
  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
  any plan of reorganization, arrangement, adjustment or composition affecting
  the Obligations or the rights of any Lender or to authorize the
  Administrative Agent to vote in respect of the claim of any Lender in any
  such proceeding. Collateral and Guaranty Matters. Without limiting the
  provisions of Section 9.10. Section 9.09 each of the Lenders (including in
  its capacity as a Lender and on behalf of itself and its Affiliates as a
  potential Hedge Bank) irrevocably authorizes the Administrative Agent, at its
  option and in its discretion, to: release any Lien on any property granted to
  or held by the (i) Administrative Agent under any
  Loan Document (A) upon termination of the Commitments of 102 9482345 

  






 















	
  

  	
  all the Lenders
  and payment in full of all Obligations (other than (x) contingent
  indemnification obligations and (y) obligations and liabilities under Hedge
  Agreements as to which arrangements satisfactory to the applicable Hedge Bank
  shall have been made), (B) with respect to any property that is sold or
  otherwise disposed of or to be sold or otherwise disposed of as part of or in
  connection with any sale or other disposition permitted hereunder or under
  any other Loan Document or (C) if approved, authorized or ratified in writing
  in accordance with Section 10.01; release any Guarantor from its obligations
  under the Guaranty if such (ii) Person ceases to be a Subsidiary as a result
  of a transaction permitted under the Loan Documents; and subordinate any Lien
  on any property granted to or held by the (iii) Administrative Agent under
  any Loan Document to the holder of any Lien on such property that is
  permitted by Section 7.02(j) or (m). Upon request by the Administrative Agent
  at any time, the Required Lenders will confirm in writing the Administrative
  Agent’s authority to release or subordinate its interest in particular types
  or items of property, or to release any Guarantor from its obligations under
  the Guaranty pursuant to this Section 9.10. In each case as specified in this
  Section 9.10, the Administrative Agent will, at the Borrower’s expense,
  execute and deliver to the applicable Loan Party such documents as such Loan
  Party may reasonably request to evidence the release of such item of
  Collateral from the assignment and security interest granted under the
  Security Agreement and the other Loan Documents or to subordinate its
  interest in such item, or to release such Subsidiary Guarantor from its
  obligations under the Guaranty, in each case in accordance with the terms of
  the Loan Documents and this Section 9.10. The Administrative Agent shall not
  be responsible for or have a duty to ascertain or inquire into any
  representation or warranty regarding the existence, value or collectability
  of the Collateral, the existence, priority or perfection of the
  Administrative Agent’s Lien thereon, or any certificate prepared by any Loan
  Party in connection therewith, nor shall the Administrative Agent be
  responsible or liable to the Lenders for any failure to monitor or maintain
  any portion of the Collateral. Without limiting the foregoing, no Secured
  Party shall have any right individually to realize upon any of the Collateral
  or to enforce the Guaranty, it being understood and agreed that all powers,
  rights and remedies under the Loan Documents may be exercised solely by the
  Agents on behalf of the Secured Parties in accordance with the terms thereof.
  In the event of a foreclosure by the Collateral Agent on any of the Collateral
  pursuant to a public or private sale or other disposition (including any sale
  or disposition conducted under a plan of reorganization), any Secured Party
  may be the purchaser of any or all of such Collateral at any such sale or
  other disposition, and the Collateral Agent, as agent for and representative
  of the Secured Parties (but not any Lender or Hedge Bank in its or their
  respective individual capacities) shall be entitled, for the purpose of
  bidding and making settlement or payment of the purchase price for all or any
  portion of the Collateral sold at any such sale, to use and apply any of the
  Obligations as a credit on account of the purchase price for any Collateral
  payable by the Collateral Agent on behalf of the Secured Parties at such sale
  or other disposition. Each Secured Party, whether or not a party hereto, will
  be deemed, by its acceptance of the benefits of the Collateral and of the
  Guaranty provided under the Loan Documents, to have agreed to the foregoing
  provisions. The provisions of this paragraph are for the sole benefit of the
  Secured Parties and shall not afford any right to, or constitute a defense
  available to, any Loan Party. Hedge Agreements. Except as otherwise expressly
  set forth herein or Section 9.11. in any Guaranty or any Security Document,
  no Hedge Bank that obtains the benefits of Section 8.01, the Guaranty or any
  Collateral by virtue of the provisions hereof or of the Guaranty or any
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  Document shall
  have any right to notice of any action or to consent to, direct or object to
  any action hereunder or under any other Loan Document or otherwise in respect
  of the Collateral (including the release or impairment of any Collateral)
  other than in its capacity as a Lender and, in such case, only to the extent expressly
  provided in the Loan Documents. Notwithstanding any other provision of this
  Article 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 Hedge Agreements unless the
  Administrative Agent has received written notice of such Obligations,
  together with such supporting documentation as the Administrative Agent may
  request, from the applicable Hedge Bank. ARTICLE X MISCELLANEOUS Amendments,
  Etc. Except as otherwise set forth in this Agreement, no Section 10.01.
  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 be effective unless in
  writing signed by the Required Lenders (or by the Administrative Agent with
  the consent or ratification of the Required Lenders or such other number or
  percentage of Lenders as may be specified herein) 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 that (x) the Administrative Agent and the Borrower may, with the
  consent of the other, amend, modify or supplement this Agreement and any
  other Loan Document to cure any ambiguity, omission, typographical error,
  mistake, defect or inconsistency if such amendment, modification or supplement
  does not adversely affect the rights of any Agent or any Lender, to comply
  with local law or the advice of local counsel or to cause one or more Loan
  Documents to be consistent with other Loan Documents and (y) no such
  amendment, waiver or consent shall: waive any condition set forth in Section
  5.02 without the written consent (i) of each
  Lender; without limiting the generality of clause (i)
  above, waive any condition (ii) set forth in Section 5.01 as to any Borrowing
  under the relevant Facility without the written consent of each Lender under
  such Facility directly affected thereby; extend or increase the Commitment of
  any Lender (or reinstate any (iii) Commitment terminated pursuant to Section
  2.01) without the written consent of such Lender; postpone any date fixed by
  this Agreement or any other Loan Document (iv) for any payment of principal,
  interest, fees or other amounts due to the Lenders (or any of them) hereunder
  or under any other Loan Document without the written consent of each Lender
  directly affected thereby; reduce the principal of, or the rate of interest
  specified herein on, any (v) Loan, or (subject to clause (ii) of the second
  proviso to this Section 10.01) any fees or other amounts payable hereunder or
  under any other Loan Document without the written consent of each Lender
  directly affected thereby; provided, however, that (i)
  only the consent of the Required Lenders shall be necessary to amend the
  definition of “Default Rate” or to waive any obligation of the Borrower to
  pay interest at the Default Rate and (ii) nothing contained in this clause
  (v) shall affect the Borrower’s ability to make Discounted Voluntary
  Prepayments in accordance with Section 2.08(a)(iii); 104 9482345 

  






 















	
  

  	
  change (A)
  Section 2.11(c) in a manner that would alter the pro-rata (vi) sharing of
  payments required thereby without the written consent of each Lender or (B)
  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 2.08(b)(vi), in any manner that
  materially and adversely affects the Lenders under a Facility without the
  written consent of each Lender; provided that nothing contained in this
  clause (vi) shall affect the Borrower’s ability to make Discounted Voluntary
  Prepayments in accordance with Section 2.08(a)(iii); change any provision of
  this Section 10.01 or the definition of “Required (vii) 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; release all or substantially all of the Collateral in any
  transaction or (viii) series of related transactions, without the written
  consent of each Lender; release all or substantially all of the value of the
  Guaranty, without the (ix) written consent of each Lender, except to the
  extent the release of any Subsidiary from the Guaranty is permitted pursuant
  to Section 9.10 (in which case such release may be made by the Administrative
  Agent acting alone); and provided, further, that: (i)
  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; (ii) no amendment, waiver or consent which would require
  the consent of a Lender but for the fact that it is a Defaulting Lender shall
  be enforced against it without its consent; and (iii) the Administrative
  Agent Fee Letter and the Engagement Letter may be amended, or rights or
  privileges thereunder waived, in a writing executed
  only by the parties thereto. 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
  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 and (y)
  any waiver, amendment or modification requiring the consent of all Lenders or
  each affected Lender that by its terms affects any Defaulting Lender
  disproportionately adversely relative to other affected Lenders shall require
  the consent of such Defaulting Lender. Notwithstanding any provision herein
  to the contrary, this Agreement may be amended with the written consent of
  the Required Lenders, the Administrative Agent and the Borrower (provided,
  for the avoidance of doubt, that such consent of the Required Lenders shall
  not be required for amendments effected through Permitted Revolving Credit
  Facility Amendments, Incremental Assumption Agreements pursuant to Section
  2.12 and Refinancing Amendments pursuant to Section 2.14) (i) to add one or more additional term loan facilities
  (or, in the case of any Permitted Revolving Credit Facility Amendment, a
  Permitted Revolving Credit Facility) to this Agreement, subject to the
  limitations in Sections 2.12 (in the case of any Incremental Assumption
  Agreement) and 2.14 (in the case of any Refinancing Amendment), and to permit
  the extensions of credit and all related obligations and liabilities arising
  in connection therewith from time to time outstanding to share ratably (or on
  a basis subordinated to the existing facilities hereunder) in the benefits of
  this Agreement and the other Loan Documents with the obligations and
  liabilities from time to time outstanding in respect of the existing
  facilities hereunder, and (ii) in connection with the foregoing, to permit,
  as deemed appropriate by the Administrative Agent and approved by the
  Required Lenders, the Lenders providing such additional credit facilities to
  105 9482345 

  






 















	
  

  	
  participate in any
  required vote or action required to be approved by the Required Lenders or by
  any other number, percentage or class of Lenders hereunder. Notwithstanding
  any provision herein to the contrary, the Borrower may, by written notice to
  the Administrative Agent from time to time, make one or more offers (each, a
  “Loan Modification Offer”) to all the Lenders under one or more of the
  Facilities (each Facility subject to such a Loan Modification Offer, an
  “Affected Facility”) to make one or more Permitted Amendments (as defined
  below) pursuant to procedures reasonably specified by the Administrative
  Agent and reasonably acceptable to the Borrower. Such notice shall set forth
  (i) the terms and conditions of the requested
  Permitted Amendment and (ii) the date on which such Permitted Amendment is
  requested to become effective (which shall not be less than 10 Business Days
  nor more than 30 Business Days after the date of such notice, or such shorter
  periods as are acceptable to the Administrative Agent). Permitted Amendments
  shall become effective only with respect to the Loans of the Lenders under
  the Affected Facility that accept the applicable Loan Modification Offer
  (such Lenders, the “Accepting Lenders”) and, in the case of any Accepting
  Lender, only with respect to such Lender’s Loans under such Affected Facility
  as to which such Lender’s acceptance has been made. The Borrower and each
  Accepting Lender shall execute and deliver to the Administrative Agent an
  agreement in form and substance satisfactory to the Administrative Agent
  giving effect to the Permitted Amendment (a “Loan Modification Agreement”)
  and such other documentation as the Administrative Agent shall reasonably
  specify to evidence the acceptance of the Permitted Amendments and the terms
  and conditions thereof. The Administrative Agent shall promptly notify each
  Lender as to the effectiveness of each Loan Modification Agreement. Each of
  the parties hereto hereby agrees that, upon the effectiveness of any Loan
  Modification Agreement, this Agreement shall be deemed amended to the extent
  (but only to the extent) necessary to reflect the existence and terms of the
  Permitted Amendment evidenced thereby and only with respect to the Loans and
  Commitments of the Accepting Lenders under the Affected Facility.
  Notwithstanding the foregoing, no Permitted Amendment shall become effective
  under this paragraph unless the Administrative Agent shall have received all
  corporate documents, officers’ certificates or legal opinions consistent with
  those delivered on the Borrowing Date under Section 5.02 reasonably requested
  by the Administrative Agent. As used in this paragraph, “Permitted
  Amendments” shall be limited to (i) an extension of
  the final maturity date of the applicable Loans of the Accepting Lenders
  (provided that such extension may not result in having more than two
  additional final maturity dates in any year, or more than three additional
  final maturity dates at any time, under this Agreement without the consent of
  the Administrative Agent), (ii) a reduction, elimination or extension of the
  scheduled amortization of the applicable Loans of the Accepting Lenders, (iii)
  a change in rate of interest (including a change to the Applicable Margin and
  any provision establishing a minimum rate), premium, or other amount with
  respect to the applicable Loans of the Accepting Lenders and/or a change in
  the payment of fees to the Accepting Lenders and/or a change in the payment
  of fees to the Accepting Lenders (such change and/or payments to be in the
  form of cash, Equity Interests or other property to the extent not prohibited
  by this Agreement) and (iv) any other amendment to a Loan Document required
  to give effect to the Permitted Amendments described in clauses (i) through (iii) of this sentence. If any Lender (a
  “Non-Consenting Lender”) does not consent to a proposed amendment, waiver,
  consent or release with respect to any Loan Document that requires the
  consent of each Lender (or each affected Lender) and that has been approved
  by the Required Lenders, the Borrower may replace such Non-Consenting Lender
  in accordance with Section 10.14; provided that such amendment, waiver, consent
  or release can be effected as a result of the assignment contemplated by such
  Section (together with all other such assignments required by the Borrower to
  be made pursuant thereto). Notices; Effectiveness; Electronic Communication.
  Section 10.02. 106 9482345 

  






 















	
  

  	
  Notices
  Generally. Except in the case of notices and other communications (a)
  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 facsimile
  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: if to the Borrower, Holdings or any other Loan Party or
  the (i) Administrative Agent, to the address,
  facsimile number, electronic mail address or telephone number specified for
  such Person on Schedule 10.02; and if to any other Lender, to the address,
  facsimile number, electronic mail (ii) 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 facsimile shall be deemed
  to have been given when sent (except that, if not given during normal
  business hours for the recipient, shall be deemed to have been given at the
  opening of business on the next Business Day for the recipient). Notices and
  other communications delivered through electronic communications to the
  extent provided in subsection (b) below shall be effective as provided in
  such subsection (b). Electronic Communications. Notices and other
  communications to the Lenders (b) hereunder may be delivered or furnished by
  electronic communication (including e-mail and Internet or intranet websites)
  pursuant to procedures approved by the Administrative Agent; provided that
  the foregoing shall not apply to notices to any Lender pursuant to Article II
  if such Lender 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), and (ii) notices or communications posted to an
  Internet or intranet website shall be deemed received upon the deemed receipt
  by the intended recipient at its e-mail address as described in the foregoing
  clause (i) of notification that such notice or
  communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication
  is not sent during the normal business hours of the recipient, such notice,
  email or communication shall be deemed to have been sent at the opening of
  business on the next Business Day for the recipient. The Platform. THE
  PLATFORM IS PROVIDED “AS IS” AND “AS (c) 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 107 9482345 

  






 















	
  

  	
  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, “Agent Parties”) have any
  liability to Holdings, the Borrower, any Lender or any other Person for losses,
  claims, damages, liabilities or expenses of any kind (whether in tort,
  contract or otherwise) arising out of any Loan Party’s or the Administrative
  Agent’s transmission of Borrower Materials through the Internet. Change of
  Address, Etc. Each of Holdings, the Borrower and the Administrative (d) Agent
  may change its address, facsimile or telephone number for notices and other
  communications hereunder by notice to the other parties hereto. Each other
  Lender may change its address, facsimile or telephone number for notices and
  other communications hereunder by notice to the Borrower and the
  Administrative Agent. 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, facsimile 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. Reliance by Administrative Agent and Lenders. The Administrative Agent
  and (e) the Lenders shall be entitled to rely and act upon any notices
  (including telephonic or electronic Borrowing Request) purportedly given by
  or on behalf of the Borrower or any other Loan Party 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, 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 communications with the Administrative
  Agent may be recorded by the Administrative Agent, and each of the parties
  hereto hereby consents to such recording. No Waiver; Cumulative Remedies;
  Enforcement. No failure by any Section 10.03. Lender or by 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 8.01 for the benefit of all
  the Lenders; provided, however, that the foregoing shall not prohibit (i) 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) 108 9482345 

  






 















	
  

  	
  hereunder and
  under the other Loan Documents, (ii) any Lender from exercising setoff rights
  in accordance with Section 10.09 or (iii) 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 (x)
  the Required Lenders shall have the rights otherwise ascribed to the
  Administrative Agent pursuant to Section 9.01 and (y) in addition to the
  matters set forth in clauses (ii) and (iii) of the preceding proviso, 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. Expenses;
  Indemnity; Damage Waiver. Section 10.04. Costs and Expenses. The Borrower
  agrees to pay (i) all reasonable and (a) documented
  out-of-pocket expenses (including Other Taxes) incurred by the Administrative
  Agent and the Lead Arrangers (including the reasonable and documented fees,
  charges and disbursements of Fried, Frank, Harris, Shriver & Jacobson
  LLP, as U.S. counsel for the Administrative Agent and the Lead Arrangers,
  and, if reasonably necessary, the reasonable fees, charges and disbursements
  of one local counsel in each relevant jurisdiction material to the Lenders
  taken as a whole as determined by the Administrative Agent in consultation
  with the Borrower (which may be a single local counsel acting in multiple
  such material jurisdictions) unless the representation of all such parties by
  any such counsel would not be appropriate due to the existence of a conflict
  of interest), 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 (including
  expenses incurred in connection with due diligence and initial ongoing
  Collateral examination) or any amendments, modifications or waivers of the
  provisions hereof or thereof (whether or not the transactions contemplated
  hereby or thereby shall be consummated); provided that without its consent,
  the Borrower shall not be required to reimburse the fees of Fried, Frank,
  Harris, Shriver & Jacobson LLP in excess of $300,000 as U.S. counsel for
  the Administrative Agent and the Lead Arrangers in connection with the
  preparation, negotiation, execution and delivery of this Agreement and the
  other Loan Documents, (ii) all reasonable and documented out-of-pocket
  expenses (including Other Taxes) incurred by the Administrative Agent or any
  Lender (including the reasonable and documented fees, charges and
  disbursements of one counsel for the Administrative Agent and the Lenders taken
  as a whole, and if reasonably necessary, one local counsel in each relevant
  jurisdiction material to the Lenders taken as a whole as determined by the
  Administrative Agent in consultation with the Borrower (which may be a single
  local counsel acting in multiple such material jurisdictions) unless the
  representation of all such parties by any such counsel would not be
  appropriate due to the existence of a conflict of interest), 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 10.04, or (B) in connection with the Loans made hereunder, including
  all such out-of-pocket expenses incurred during any workout, restructuring or
  negotiations in respect of such Loans. Indemnification. The Borrower shall
  indemnify the Administrative Agent (and (b) any sub-agent thereof), the
  Agents, the Lead Arrangers, the Co-Syndication Agents, each Lender and each
  Related Party of any of the foregoing Persons (each such Person being called
  an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims,
  damages, liabilities and related expenses (including the reasonable and
  documented counsel fees, charges and disbursements) of not more than one
  counsel for all Indemnitees taken as a whole, plus,
  if reasonably necessary, a single local counsel for all Indemnitees
  in each relevant jurisdiction that is material to the interests of such Indemnitees taken as a whole as determined by such Indemnitees in consultation with the Borrower (which may
  be a single local counsel acting in multiple such material jurisdictions)
  (except the allocated 109 9482345 

  






 















	
  

  	
  costs of
  in-house counsel) unless, in the reasonable opinion of any such Indemnitee seeking indemnity, such joint representation
  would be inappropriate due to the existence of conflict of interest, in which
  case such Indemnitee or Indemnitees,
  as the case may be, shall inform the Borrower of such conflict and the
  Borrower shall reimburse the legal fees and expenses of no more than such
  number of additional outside counsel for the Indemnitees
  as is necessary to avoid any conflict of interest, incurred by any Indemnitee or asserted against any Indemnitee
  by a Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in
  connection with, by reason of, 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 and
  the other 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
  (including in respect of any matters addressed in Section 3.01), (ii) any
  Loan or the use or proposed use of the proceeds therefrom,
  or (iii) any actual or prospective claim, litigation, investigation or
  proceeding relating to any of the foregoing and preparation of a defense in
  connection therewith, 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; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses,
  claims, damages, liabilities or related expenses are determined by a court of
  competent jurisdiction by final and nonappealable
  judgment to have resulted from the gross negligence, bad faith, willful
  misconduct or material breach of any Loan Document by such Indemnitee or (z) arise from any disputes solely among Indemnitees that do not involve an act or omission by any
  of the Loan Parties and which are not claims against any of the Agents, the
  Lead Arranger or Co-Syndication Agents in their respective capacities as
  agents, arrangers or syndication agents hereunder or under any other Loan
  Document. No Indemnitee seeking indemnification
  under this Section 10.04(b) will, without the consent of the Borrower (which
  consent shall not be unreasonably withheld, delayed or conditioned), settle,
  compromise, consent to the entry of any judgment in or otherwise seek to
  terminate any claim investigation, litigation or proceeding referred to
  herein; provided however that if any of the foregoing actions is taken with
  the consent of the Borrower or if there is a final and non-appealable
  judgment by a court of competent jurisdiction for the plaintiff in any such
  claim, investigation, litigation or proceeding, the Borrower agrees to
  indemnify and hold harmless each Indemnitee from
  and against any and all losses, claims, damages, liabilities and expenses by
  reason of such action or judgment in accordance with and subject to the
  limitations of the provisions of this paragraph. Notwithstanding the
  immediately preceding sentence, if at any time an Indemnitee
  shall have requested indemnification for any settlement or other action
  referred to in the immediately preceding sentence, the Borrower shall be
  liable for such settlement or other action effected without the Borrower’s
  consent if (a) such settlement or other action is entered into more than 30
  days after receipt by the Borrower of such request for such indemnification
  and (b) the Borrower shall not have provided such indemnification in
  accordance with such request prior to the date of such settlement or other
  action. Without limiting the provisions of Section 3.01(c), this Section
  10.04(b) shall not apply with respect to Taxes other than any Taxes that
  represent losses, claims, damages, etc. arising from any non-Tax claim.
  Reimbursement by Lenders. To the extent that Holdings and the Borrower for
  (c) any reason fail indefeasibly to pay any amount required under subsection
  (a) or (b) of this Section 10.04 to be paid by it or them to the
  Administrative Agent (or any sub-agent thereof) or any Related Party of any
  of the foregoing, each Lender severally agrees to pay to the Administrative
  Agent (or any such sub-agent) or such Related Party, as the case may be, such
  Lender’s pro-rata share (determined as of the time that the applicable
  unreimbursed expense or indemnity payment is sought based on each Lender’s
  outstanding Term Loans and unused Commitments at such time) of such unpaid
  amount (including any such unpaid amount in respect of a claim asserted by
  such Lender), such payment to be made severally among them based on such Lenders’
  percentage (carried out to the ninth decimal place) of the Facility
  (determined as of the time that the applicable unreimbursed expense or
  indemnity payment is sought), 110 9482345 

  






 















	
  

  	
  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) 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) in connection with such capacity. The
  obligations of the Lenders under this subsection (c) are subject to the
  provisions of Section 2.02(a). Waiver of Consequential Damages. To the
  fullest extent permitted by applicable (d) Law, the Borrower shall not
  assert, and hereby waives, and acknowledges that no other Person shall have,
  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, 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 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 by it through telecommunications, electronic or other information
  transmission systems in connection with this Agreement or the other Loan
  Documents or the transactions contemplated hereby or thereby 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. Payments. All amounts due under this Section 10.04
  shall be payable not later (e) than ten Business Days after demand therefor. Survival. The agreements in this Section 10.04
  and the indemnity provisions of (f) Section 10.02(e) shall survive the
  resignation of the Administrative Agent, the replacement of any Lender, the
  termination of the Commitments of all the Lenders and the repayment,
  satisfaction or discharge of all the other Term Credit Obligations. Payments
  Set Aside. To the extent that any payment by or on behalf of Section 10.05.
  the Borrower or any other Loan Party is made to the Administrative Agent or
  any Lender, or the Administrative Agent or any Lender exercises its right of
  set-off, and such payment or the proceeds of such set-off 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 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 (i) 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 set-off had not occurred, and (ii)
  each Lender severally agrees to pay to the Administrative Agent upon demand
  its applicable share 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 under clause
  (ii) of the preceding sentence shall survive the payment in full of the Term
  Credit Obligations and the termination of this Agreement. Successors and
  Assigns. Section 10.06. Successors and Assigns Generally. The provisions of
  this Agreement shall be (a) 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 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 Eligible Assignee in
  accordance with the provisions of Section 10.06(b), (ii) by 111 9482345 

  






 















	
  

  	
  way of
  participation in accordance with the provisions of Section 10.06(d), or (iii)
  by way of pledge or assignment of a security interest subject to the
  restrictions of Section 10.06(e). Nothing in this Agreement, expressed or
  implied, is intended to confer, shall be construed to confer, or shall 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 10.06 and, to the extent expressly
  contemplated hereby, the Related Parties of each of the Administrative Agent
  and the Lenders) any legal or equitable right, remedy or claim under or by
  reason of this Agreement. Assignments by Lenders. Any Lender may at any time
  assign to one or more (b) 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 at the time owing to it); provided that (in each
  case with respect to any Facility) any such assignment shall be subject to
  the following conditions: Minimum Amounts. (i) in
  the case of an assignment of the entire remaining amount of (A) the assigning
  Lender’s Commitment under any Facility and/or the Loans at the time owing to
  it (in each case with respect to any Facility) or contemporaneous assignments
  to related Approved Funds that equal at least the amount specified in
  subsection (b)(i)(B) of this Section 10.06 in the
  aggregate or in the case of an assignment to a Lender, an Affiliate of a
  Lender or an Approved Fund, no minimum amount need be assigned; and in any
  case not described in subsection (b)(i)(A) of this
  Section (B) 10.06, the aggregate amount of the Commitment (which for this
  purpose includes Loans outstanding thereunder) or,
  if the applicable 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 Acceptance with respect to such
  assignment is delivered to the Administrative Agent or, if “Trade Date” is
  specified in the Assignment and Acceptance, as of the Trade Date, shall not
  be less than $1,000,000, unless each of the Administrative Agent and, so long
  as no Event of Default has occurred and is Continuing, the Borrower otherwise
  consents (each such consent not to be unreasonably withheld or delayed).
  Proportionate Amounts. Each partial assignment shall be made as an (ii)
  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 prohibit any Lender from
  assigning all or a portion of its rights and obligations among separate
  Facilities and any facilities provided pursuant to the second paragraph of
  Section 10.01 on a non-pro-rata basis. Required Consents. No consent shall be
  required for any assignment (iii) except to the extent required by subsection
  (b)(i)(B) of this Section 10.06 and, in addition:
  the consent of the Borrower (such consent not to be (A) unreasonably withheld
  or delayed) 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 ten
  (10) Business Days after having received notice thereof; and provided further
  that the Borrower’s consent shall not be required during the primary
  syndication of the Facilities. 112 9482345 

  






 















	
  

  	
  the consent of
  the Administrative Agent (such consent not to be (B) unreasonably withheld or
  delayed) shall be required for assignments in respect of (i)
  any unfunded Commitment if such assignment is to a Person that is not a
  Lender with a Commitment under the applicable Facility, an Affiliate of such
  Lender or an Approved Fund with respect to such Lender or (ii) any Term Loan
  to a Person that is not a Lender under the applicable Facility, an Affiliate
  of such Lender or an Approved Fund with respect to such Lender. Assignment
  and Acceptance. The parties to each assignment shall (iv) execute and deliver
  to the Administrative Agent an Assignment and Acceptance, together with a
  processing and recordation fee in the amount of $3,500; provided, however,
  that (x) in the case of contemporaneous assignments by any Lender to one or
  more Approved Funds, only a single processing and recording fee shall be
  payable for such assignments and (y) the Administrative Agent may, in its
  sole discretion, elect to waive such processing and recordation fee in the
  case of any assignment. The assignee, if it is not a Lender, shall deliver to
  the Administrative Agent an Administrative Questionnaire and all applicable
  tax forms. No Assignment to Certain Persons. No such assignment shall be made
  (v) (A) to any Loan Party, (B) to an Affiliate of a Loan Party, (C) to any
  Defaulting Lender or any of its Subsidiaries, (D) to any Person who, upon
  becoming a Lender hereunder, would constitute any of the foregoing Persons,
  (E) to any natural person or (F) absent the consent of the Borrower (which
  consent may be withheld in the sole discretion of the Borrower), to a Person
  (an “Ineligible Assignee”) disclosed on a list of competitors of any Loan
  Party and their direct or indirect Subsidiaries and parent companies posted
  on the Platform prior to the Borrowing Date, as updated from time to time
  (but no more often than quarterly) by the Borrower by posting a new such list
  of Ineligible Assignees on the Platform. Certain Additional Payments. In
  connection with any assignment of (vi) 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
  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). 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. Luxembourg Civil Code. In case of an assignment, transfer or novation (vii) by a Lender of all or any part of its
  rights and obligations under any of the Loan Documents, such Lender and
  assignee Lender shall agree that, for the purposes of Article 1278 of the
  Luxembourg Civil Code (to the extent applicable), the security interest created
  under the Security Documents securing the rights assigned, transferred or novated thereby, will be preserved for the benefit of the
  assignee Lender. 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 113 9482345 

  






 















	
  

  	
  Acceptance, the
  assignee thereunder shall be a party to this
  Agreement and, to the extent of the interest assigned by such Assignment and
  Acceptance, have the rights and obligations of a Lender under this Agreement,
  and the assigning Lender thereunder shall, to the
  extent of the interest assigned by such Assignment and Acceptance, be
  released from its obligations under this Agreement (and, in the case of an
  Assignment and Acceptance covering all of the assigning Lender’s rights and
  obligations under this Agreement, such Lender shall cease to be a party
  hereto but shall continue to be entitled to the benefits of Sections 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 subsection
  (d) of this Section 10.06. Register. (i) The
  Administrative Agent, acting solely for this purpose as an (c) 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 Acceptance
  delivered to it (or the equivalent thereof in electronic form) and a register
  for the recordation of the names and addresses of the Lenders, and the
  Commitments of, and principal amounts (and stated interest) of the Loans
  owing to, each Lender pursuant to the terms hereof from time to time (the
  “Register”). The entries in the Register shall be conclusive absent manifest
  error, and the Borrower, the Administrative Agent and the Lenders shall treat
  each Person whose name is recorded in the Register pursuant to the terms
  hereof as a Lender hereunder for all purposes of this Agreement. The Register
  shall be available for inspection by the Borrower and any Lender, at any
  reasonable time and from time to time upon reasonable prior notice. In
  addition, at any time that a request for consent for a material or other
  substantive change to the Loan Documents is pending, any Lender may request
  and receive from the Administrative Agent a copy of the Register. Upon its
  receipt of a duly completed Assignment and Acceptance (ii) executed by an assigning
  Lender and an assignee, the assignee’s completed Administrative Questionnaire
  (unless the assignee shall already be a Lender hereunder), all applicable tax
  forms, the processing and recordation fee referred to in paragraph (b)(iv) of
  this Section 10.06 (unless waived in accordance with such paragraph) and any
  written consent to such assignment required by paragraph (b)(iii) of this
  Section 10.06, the Administrative Agent shall promptly accept such Assignment
  and Acceptance and record the information contained therein in the Register.
  No assignment, whether or not evidenced by a promissory note, shall be
  effective for purposes of this Agreement unless it has been recorded in the
  Register as provided in this paragraph (c)(ii).
  Participations. Any Lender may at any time, without the consent of, or notice
  (d) 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
  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 and the Lenders shall continue to deal solely and directly with such
  Lender in connection with such Lender’s rights and obligations under this
  Agreement. For the avoidance of doubt, each Lender shall be responsible for
  the indemnity under Section 10.04(c) without regard to the existence of any
  participation. 114 9482345 

  






 















	
  

  	
  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 the other Loan Documents and to approve any amendment,
  modification or waiver of any provision of this Agreement or any of the other
  Loan Documents; 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 subclauses
  (iii), (iv), (v), (viii) and (ix) of clause (y) of the first proviso to
  Section 10.01 that affects such Participant and requires the consent of each
  Lender directly affected thereby. 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 subsection (b) of this Section 10.06 (it being understood that
  the documentation required under Section 3.01(e) shall be delivered to the
  Lender who sells the participation); provided that such Participant (A)
  agrees to be subject to the provisions of Sections 3.06 and 10.14 as if it
  were an assignee under paragraph (b) of this Section 10.06 and (B) shall not
  be entitled to receive any greater payment under Sections 3.01, 3.04 or 3.05,
  with respect to any participation, than the Lender from whom it acquired the
  applicable participation would have been entitled to receive, except to the
  extent such entitlement to receive a greater payment results from a Change in
  Law that occurs after the Participant acquired the applicable participation.
  Each Lender that sells a participation agrees, at
  the Borrower’s request and expense, to use reasonable efforts to cooperate
  with the Borrower to effectuate the provisions of Section 3.06 with respect
  to any Participant. To the extent permitted by law, each Participant also
  shall be entitled to the benefits of Section 10.09 as though it were a
  Lender; provided that such Participant agrees to be subject to Section 2.11
  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 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 or other
  obligation is in registered form under Section 5f.103-1(c) of the United
  States Treasury Regulations. The entries in the Participant Register shall be
  conclusive absent manifest error, and such Lender shall treat each Person
  whose name is recorded in the Participant Register as the owner of such
  participation for all purposes of this Agreement notwithstanding any notice
  to the contrary. For the avoidance of doubt, the Administrative Agent (in its
  capacity as Administrative Agent) shall have no responsibility for
  maintaining a Participant Register. Certain Pledges. Any Lender may at any
  time pledge or assign a security (e) 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. Treatment of Certain Information; Confidentiality.
  Each of the Section 10.07. Administrative Agent and the Lenders agrees to
  maintain the confidentiality of the Information (as defined below), except
  that Information may be disclosed: (i) to its
  Affiliates and Related Parties (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); (ii) to
  the extent required or requested by any regulatory authority purporting to
  have jurisdiction over such Person or its Related Parties (including any
  self-regulatory authority, such as NAIC); (iii) to
  the extent required by applicable Laws or regulations or by any subpoena or
  similar legal process; (iv) to any other party hereto; (v) 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 115 9482345 

  






 















	
  

  	
  hereunder or thereunder, (vi) subject to an agreement containing
  provisions substantially the same as those of this Section 10.07, to (A) any
  assignee of or Participant in, or any prospective assignee of or Participant
  in, any of its rights and obligations under this Agreement or any Person
  invited to be a Lender pursuant to Section 2.12 or (B) any actual or
  prospective party (or its Related Parties) to any swap, derivative or other transaction
  under which payments are to be made by reference to the Borrower and its
  obligations, this Agreement or payments hereunder, (vii) on a confidential
  basis to (A) any rating agency in connection with rating the Borrower or its
  Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection
  with the issuance and monitoring of CUSIP numbers
  or other market identifiers with respect to the credit facilities provided
  hereunder, (viii) with the consent of the Borrower or (ix) to the extent such
  Information (A) becomes publicly available other than as a result of a breach
  of this Section 10.07 or (B) becomes available to the Administrative Agent,
  any Lender or any of their respective Affiliates on a nonconfidential
  basis from a source other than the Borrower. For purposes of this Section
  10.07, “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 or any Lender 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 date hereof, such information is clearly identified at the time of
  delivery as confidential. Any person required to maintain the confidentiality
  of Information as provided in this Section 10.07 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. Notwithstanding the
  foregoing, any Agent and any Lender may place advertisements in financial and
  other newspapers and periodicals or on a home page or similar place for
  dissemination of information on the Internet or worldwide web as it may
  choose, and circulate similar promotional materials, after the closing of the
  transactions contemplated by this Agreement in the form of a “tombstone” or
  otherwise describing the names of the Loan Parties, or any of them, and the
  amount, type and Borrowing Date of such transactions, all at their sole
  expense. Each of the Administrative Agent and the Lenders acknowledges that (i) the Information may include material Non-Public
  Information concerning Holdings, the Borrower or one or more Subsidiaries, as
  the case may be, (ii) it has developed compliance procedures regarding the use
  of material Non-Public Information and (iii) it will handle such material
  Non-Public Information in accordance with applicable Laws, including federal
  and state securities Laws. Platform; Borrower Materials. Each of Holdings and
  the Borrower Section 10.08. hereby acknowledges that (i)
  the Administrative Agent and/or the Lead Arrangers and the Co-Syndication
  Agents may, but shall not be obligated to, make available to the Lenders
  materials and/or information provided by or on behalf of Holdings and the Borrower
  hereunder (collectively, “Borrower Materials”) by posting the Borrower
  Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the
  “Platform”) and (ii) certain of the Lenders (each, a “Public Lender”) may
  have personnel who do not wish to receive material Non-Public Information
  with respect to the Borrower or its Affiliates, or the respective securities
  of any of the foregoing, and who may be engaged in investment and other
  market-related activities with respect to such Persons’ securities. Each of
  Holdings and the Borrower hereby agrees that it will use commercially
  reasonable efforts to identify that portion of the Borrower Materials that
  may be distributed to the Public Lenders and that: (w) all such Borrower
  Materials shall be clearly and conspicuously marked “PUBLIC” which, at a
  minimum, shall mean that the word “PUBLIC” shall appear prominently on the
  first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower
  shall be deemed to have authorized the Administrative Agent, the Lead
  Arrangers, the Co-Syndication Agents and the Lenders to treat such Borrower
  Materials as not containing any material Non-Public Information (although it
  may be sensitive and proprietary) with 116 9482345 

  






 















	
  

  	
  respect to the
  Borrower or its securities for purposes of United States federal and state
  securities laws (provided, however, that to the extent such Borrower
  Materials constitute Information, they shall be treated as set forth in
  Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to
  be made available through a portion of the Platform designated “Public Side
  Information;” and (z) the Administrative Agent, the Lead Arrangers and the
  Co-Syndication Agents 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.” The Borrower agrees to
  take all actions necessary to permit the Borrower Materials referred to in
  Section 6.01 to be made available through a portion of the Platform
  designated “Public Side Information.” Right of Setoff. If an Event of Default
  shall have occurred and be Section 10.09. Continuing, each Lender and each of
  their respective Affiliates is hereby authorized at any time and from time to
  time, to the fullest extent permitted by applicable Law, to set off and apply
  any and all deposits (general or special, time or demand, provisional or
  final, in whatever currency) at any time held and other obligations (in
  whatever currency) at any time owing by such Lender 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 its Affiliates, irrespective of whether or not such Lender or
  Affiliate 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,
  office or Affiliate of such Lender, different from the branch, office or
  Affiliate holding such deposit or obligated on such indebtedness; provided
  that in the event that any Defaulting Lender shall exercise any such right of
  setoff, (x) all amounts so set off shall be paid over immediately to the
  Administrative Agent for further application in accordance with the
  provisions of Section 2.13 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 and their respective Affiliates under this Section 10.09 are in
  addition to other rights and remedies (including other rights of setoff) that
  such Lender or their respective Affiliates may have. Each Lender 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. Interest Rate
  Limitation. Notwithstanding anything to the contrary Section 10.10. 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, (i) characterize any payment that is not principal as an
  expense, fee, or premium rather than interest, (ii) exclude voluntary
  prepayments and the effects thereof and (iii) amortize, prorate, allocate,
  and spread in equal or unequal parts the total amount of interest throughout
  the contemplated term of the Term Credit Obligations hereunder. Counterparts;
  Integration; Effectiveness. This Agreement may be Section 10.11. 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, the other Loan Documents, and any separate letter agreements with
  respect to fees payable to the Administrative Agent 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
  117 9482345 

  






 















	
  

  	
  subject matter hereof.
  Except as provided in Section 5.02, this Agreement shall become effective
  when it shall have been executed by the Administrative Agent and when the
  Administrative Agent shall have received counterparts hereof that, when taken
  together, bear the signatures of each of the other parties hereto. Delivery
  of an executed counterpart of a signature page of this Agreement by facsimile
  or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually
  executed counterpart of this Agreement. Survival of Representations and
  Warranties. All representations and Section 10.12. 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 any 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 or Event of
  Default at the time of any Borrowing, and shall continue in full force and
  effect as long as any Loan or any other Term Credit Obligation shall remain
  unpaid or unsatisfied. Severability. If any provision of this Agreement or
  the other Loan Section 10.13. Documents is held to be illegal, invalid or
  unenforceable, (i) 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 (ii) 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
  10.13, 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, then such
  provisions shall be deemed to be in effect only to the extent not so limited.
  Replacement of Lenders. If the Borrower is entitled to replace a Section
  10.14. Lender pursuant to the provisions of Section 3.06, or if any Lender is
  a Defaulting Lender or a Non-Consenting Lender or if 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: the Borrower or such assignee shall have paid to the
  Administrative (i) Agent the assignment fee
  specified in Section 10.06(b); such Lender shall have received payment of an
  amount equal to the (ii) outstanding principal of its Loans, accrued interest
  thereon, accrued fees and all other amounts payable to it hereunder and under
  the other Loan Documents (including any amounts under Sections 2.08(a)(ii)
  and 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); 118 9482345 

  






 















	
  

  	
  in the case of
  any assignment resulting from a claim for compensation (iii) 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; such assignment does not conflict with applicable Laws; and (iv)
  in the case of an assignment resulting from a Lender becoming a (v)
  Non-Consenting Lender, the applicable assignee shall have consented to the
  applicable amendment, waiver or consent. A Lender shall not be required to
  make any such assignment or delegation if, prior thereto, as a result of a
  waiver or consent, as applicable, by such Lender or otherwise, the
  circumstances entitling the Borrower to require such assignment and
  delegation cease to apply. Each Lender agrees that, if the Borrower elects to
  replace such Lender in accordance with this Section 10.14, it shall promptly
  execute and deliver to the Administrative Agent an Assignment and Acceptance
  to evidence such sale and purchase and shall deliver to the Administrative
  Agent any Note (if Notes have been issued in respect of such Lender’s Loans)
  subject to such Assignment and Acceptance; provided that the failure of any
  such Lender to execute an Assignment and Acceptance shall not render such
  sale and purchase (and the corresponding assignment) invalid and such
  assignment shall be recorded in the Register. Governing Law; Jurisdiction
  Etc. Section 10.15. Governing Law. THIS AGREEMENT AND THE OTHER LOAN (a)
  DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN
  CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS
  AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT,
  AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND
  THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
  THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES
  THEREOF THAT WOULD REQUIRE THE APPLICATION OF LAWS OF ANOTHER JURISDICTION.
  Submission to Jurisdiction. THE BORROWER AND EACH OTHER LOAN (b) PARTY
  IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION,
  LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR
  EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE
  AGENT, ANY LENDER OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING
  TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING
  HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW
  YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF
  THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF,
  AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE
  NON-EXCLUSIVE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN
  RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND
  DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED
  BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES
  THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE
  CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
  OR IN 119 9482345 

  






 















	
  

  	
  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 LENDER
  MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS
  AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN
  PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. Waiver of Venue.
  THE BORROWER AND EACH OTHER LOAN PARTY (c) HERETO 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
  10.15. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
  EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO
  THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. Service of
  Process. EACH PARTY HERETO IRREVOCABLY CONSENTS (d) 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. The guarantee of such Loan Party under
  the Loan Documents is (in part) an (e) international transaction in which
  payment of Dollars in New York, New York, is of the essence, and Dollars
  shall be the currency of account in all events. The payment obligation of
  such Loan Party shall not be discharged by an amount paid in another currency
  or in another place, whether pursuant to a judgment or otherwise, to the
  extent that the amount so paid on prompt conversion to Dollars and transfer
  to New York, New York, under normal banking procedures does not yield the
  amount of Dollars in New York, New York due hereunder. In the event that any
  payment by such Loan Party, whether pursuant to a judgment or otherwise, upon
  conversion and transfer does not result in payment of such amount of Dollars
  in New York, New York, the Administrative Agent, the Collateral Agent, the
  Lenders and each Indemnitee have a separate cause
  of action against such Loan Parties for the additional amount necessary to
  yield the amount due and owing to the Administrative Agent, the Collateral
  Agent, the Lenders and each Indemnitee. Waiver of
  Jury Trial. EACH PARTY HERETO HEREBY Section 10.16. 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. No Advisory or Fiduciary Responsibility. In connection with all
  Section 10.17. aspects of each transaction contemplated hereby (including in
  connection with any amendment, waiver or 120 9482345 

  






 















	
  

  	
  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 Lead Arrangers, the Co-Syndication
  Agents and the Lenders are arm’s-length commercial transactions between the
  Borrower and its Affiliates, on the one hand, and the Administrative Agent,
  the Lead Arrangers, the Co-Syndication Agents 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, the Lead Arrangers, the
  Co-Syndication Agents 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 Lead Arrangers, the Co-Syndication
  Agents 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,
  irrespective of whether the Administrative Agent, the Lead Arrangers, the
  Co-Syndication Agents or any Lender has advised or is advising the Borrower
  on other matters; and (iii) the Administrative Agent, the Lead Arrangers, the
  Co-Syndication Agents and 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, the Lead Arrangers, the Co-Syndication Agents 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, the Lead Arrangers, the Co-Syndication Agents 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. Electronic
  Execution of Assignments and Certain Other Documents. Section 10.18. The
  words “execute,” “execution,” “signed,” “signature,” and words of like import
  in any Assignment and Acceptance or in any amendment or other modification
  hereof (including 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. USA Patriot Act Notice. Each Lender that
  is subject to the Patriot Act Section 10.19. (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 Uniting and
  Strengthening America by Providing Appropriate Tools Required to Intercept
  and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56 (signed into
  Law October 26, 2001) (the “Patriot Act”), it is required to obtain, verify
  and record information that identifies the Borrower, which information
  includes the name and address of the Borrower and other information that will
  allow such Lender or the Administrative Agent, as applicable, to identify the
  Borrower in accordance with the Patriot 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” an anti-money laundering rules and
  regulations, including the Patriot Act. 121 9482345 

  






 















	
  

  	
  Headings.
  Article and Section headings and the Table of Contents used Section 10.20. herein
  are for convenience of reference only, are not part of this Agreement and
  shall not affect the construction of, or be taken into consideration in
  interpreting, this Agreement. [Signature Pages Follow] 122 9482345 

  






 















	
  

  	
  IN WITNESS
  WHEREOF, the parties hereto have caused this Agreement to be duly executed by
  their respective Authorized Officers as of the day and year first written
  above. ALTISOURCE SOLUTIONS S.À
  R.L. By: Name: Title: ALTISOURCE
  PORTFOLIO SOLUTIONS S.A. By: Name: Title: [Signature Page to Altisource Credit Agreement] 9482345 

  






 















	
  

  	
  BANK OF
  AMERICA, N.A., as Administrative Agent, Collateral
  Agent and as a Lender By: Name: Title: [Signature Page to Altisource
  Credit Agreement] 9482345 

  






 















	
  

  	
  Exhibit B
  AMENDMENTS TO FORM OF COMPLIANCE CERTIFICATE [Altisource
  – Third Amendment]

  






 















	
  

  	
  EXHIBIT C FORM
  OF COMPLIANCE CERTIFICATE Financial Statement Date: _____________, 20__ Bank
  of America, N.A. as Administrative Agent for the
  Secured Parties, I.S.A.O.A., A.T.I.M.A.
  Attn: MAC Legal Collateral Administration Mail Code TX1-492-14-06
  901 Main Street Dallas, TX 75202 Ladies and Gentlemen: Reference is made to
  the Credit Agreement dated as of November 27, 2012 (as amended, modified or
  supplemented from time to time, including by that certain Amendment No. 1 to
  Credit Agreement dated May 7, 2013 and2013, that
  certain Amendment No. 2 to Credit Agreement dated December 9, 2013,2013 and
  that certain Amendment No. 3 to Credit Agreement dated August 1, 2014, the
  “Credit Agreement”; the terms defined therein being used herein as therein
  defined) among ALTISOURCE PORTFOLIO SOLUTIONS S.A.,
  a public limited liability company (société  anonyme) organized and established under the laws of the
  Grand Duchy of Luxembourg, having its registered office at 291, route d'Arlon, L-115040, Avenue Monterey, L-2163 Luxembourg,
  Grand Duchy of Luxembourg and registered with the Luxembourg Trade and
  Companies register under number B 72391 (“Holdings”), ALTISOURCE
  SOLUTIONS S.À  R.L.,
  private limited liability company (société à responsabilité  limitée)
  organized and established under the laws of the Grand Duchy of Luxembourg,
  having its registered office at 291, route d'Arlon,
  L-115040, Avenue Monterey, L-2163 Luxembourg, Grand Duchy of Luxembourg,
  having a share capital of USD 21,463,001 and registered with the Luxembourg
  Trade and Companies register under number B 147268 (the “Borrower”), the
  Lenders party thereto from time to time and BANK OF AMERICA, N.A. (“BofA”), as
  Administrative Agent and Collateral Agent. The undersigned Authorized Officer
  of the Borrower hereby certifies, solely in his or her capacity as an
  Authorized Officer of the Borrower and not in his or her individual capacity,
  as of the date 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] Attached hereto as Schedule 1 are the year-end
  audited Consolidated financial 1. statements required by Section 6.01(b) of
  the Credit Agreement for the Fiscal Year of Holdings and its Consolidated
  Subsidiaries ended as of the above date [(together with reconciliation
  statements eliminating the financial information pertaining to Unrestricted
  Subsidiaries)]1, setting forth in comparative form the corresponding figures
  for the previous Fiscal Year and the corresponding figures from the Financial
  Model for the Fiscal Year covered by such financial statements, in reasonable
  detail, together with a Financial Officer Certification and a Narrative
  Report with respect thereto, and together 1 Insert if applicable 9483732 

  






 















	
  

  	
  with the report and
  opinion of its independent certified public accountants required by Section
  6.01(b) of the Credit Agreement. [Use following paragraph 1 for interim
  financial statements] Attached hereto as Schedule 1 are the unaudited
  Consolidated financial statements required by Section 6.01(a) of the Credit
  Agreement for the Fiscal Quarter of Holdings and its Subsidiaries ended as of
  the above date [(together with reconciliation statements eliminating the
  financial information pertaining to Unrestricted Subsidiaries)]2, setting
  forth in comparative form the corresponding figures for the corresponding
  periods of the previous Fiscal Year and the corresponding figures from the
  Financial Model for the current Fiscal Year in reasonable detail, together
  with a Financial Officer Certification and a Narrative Report with respect
  thereto. Such financial statements fairly present, in all material respects,
  the consolidated financial condition, results of operations and cash flows of
  Holdings and its Subsidiaries on a Consolidated basis in accordance with GAAP as at such date and for such period, subject to
  changes resulting from audit and normal year-end audit adjustments. The
  undersigned has reviewed and is generally familiar with the terms of the 2.
  Credit Agreement and has made, or has caused to be made under his/her
  supervision, a review of the transactions and financial condition of Holdings
  and its Subsidiaries during the accounting period covered by the attached
  financial statements. A review of the activities of Holdings and its
  Subsidiaries during such fiscal 3. period has been
  made under the supervision of the undersigned and [select one:] [to the best
  knowledge of the undersigned, no Default or Event of Default has occurred and
  is continuing.] --or-- [the following is a list of
  each Default or Event of Default that has occurred and is continuing and its
  nature and status:] The information and calculations of the Total Leverage
  Ratio[, the] [and the] 4. Senior Secured Leverage Ratio [and Consolidated
  Excess Cash Flow]3 set forth on Schedule 2 attached
  hereto are true and accurate in all material respects. 2 Insert if applicable
  3 Include with year-end audited Consolidated financial statements required by
  Section 6.01(b) of the Credit Agreement. 9483732 

  






 















	
  

  	
  IN WITNESS
  WHEREOF, the undersigned has executed this Compliance Certificate as of the
  date first set forth above. ALTISOURCE SOLUTIONS S.À  R.L. By: Name: Title:
  9483732 

  






 















	
  

  	
  For the
  Quarter/Year ended ___________________ (“Statement Date”) SCHEDULE 1 to the
  Compliance Certificate 9483732 

  






 















	
  

  	
  For the
  Quarter/Year ended ___________________ SCHEDULE 2 to the Compliance
  Certificate ($ in 000s) Consolidated Adjusted EBITDA for four consecutive
  fiscal quarters ending on, or most recently preceding, the Statement Date
  (“Measurement Period”):4 Consolidated Net Income (“Consolidated Adjusted
  EBITDA” – clause A. (i)): $ Permitted add backs
  (without duplication and in each case only to the B. extent deducted in
  determining Consolidated Net Income): Consolidated Interest Expense
  (“Consolidated Adjusted EBITDA” – 1. clause (i)(a)):
  $ Provisions for taxes based on income (“Consolidated Adjusted 2. EBITDA” –
  clause (i)(b)): $ Total
  depreciation expense (“Consolidated Adjusted EBITDA” – 3. clause (i)(c)) $ Total amortization expense (“Consolidated
  Adjusted EBITDA” – 4. clause (i)(d)): $ Other
  non-cash charges reducing Consolidated Net Income 5. (including, without
  limitation, any non-cash losses recorded on the repurchase or extinguishment
  of debt) (“Consolidated Adjusted EBITDA” – clause (i)(e)): $ Any extraordinary non-cash charges or losses
  determined in 6. accordance with GAAP
  (“Consolidated Adjusted EBITDA” – clause (i)(f)): $ Any aggregate net loss on or of Permitted Spin-Offs or on the sale, 7. lease,
  transfer or other disposition of property outside the ordinary course of
  business or the discontinuance of any operations or business line
  (“Consolidated Adjusted EBITDA” – clause (i)(g)): $ 4 Consolidated Adjusted EBITDA is computed for the four quarters comprising
  the applicable Measurement Period treated as if they were a single accounting
  period and calculated after giving effect to the adjustments set forth in
  Section 7.07 of the Credit Agreement . 9483732 

  






 















	
  

  	
  Any restructuring
  charges relating to head count reduction and the 8. closure of facilities
  attributable to Permitted Acquisitions incurred during the 12 months
  preceding the last day of the Measurement Period; provided that (1) such
  charges are factually supportable and have been realized, (2) either (A) the
  addition of such charges shall not be inconsistent with Regulation G and
  Article 11 of Regulation S-X promulgated under the Securities Act and the
  Exchange Act and as interpreted by the staff of the SEC or (B) if such
  charges do not meet the requirements of the preceding clause (A), then the
  addition of such charges, when aggregated with the add-back pursuant to Line
  B.9 below, shall not exceed 7.5% of Consolidated Adjusted EBITDA (without
  giving effect to any adjustments pursuant to this Line B.8 and Line B.9
  below) in the Measurement Period and (3) the Borrower shall provide the
  Administrative Agent with a reasonably detailed list of such charges together
  with this Compliance Certificate being delivered for the Measurement Period
  (“Consolidated Adjusted EBITDA” – clause (i)(h)): $ Any synergies, operating expense reductions or other cost savings 9.
  attributable to Permitted Acquisitions; provided that (1) such cost savings
  are factually supportable and are reasonably expected to be realized within
  12 months following such Permitted Acquisition, (2) either (A) the addition
  of such synergies, operating expense reductions or other cost savings shall
  not be inconsistent with Regulation G and Article 11 of Regulation S-X promulgated
  under the Securities Act and the Exchange Act and as interpreted by the staff
  of the SEC or (B) if such synergies, operating expense reductions or such
  other cost savings do not meet the requirements of the preceding clause (A),
  then the addition of such synergies, operating expense reductions or other
  cost savings, when aggregated with the addition of charges pursuant to Line
  B.8 above, shall not exceed 7.5% of Consolidated Adjusted EBITDA (without
  giving effect to any adjustments pursuant to this Line B.9 and Line B.8
  above) in the Measurement Period and (3) the Borrower shall provide the
  Administrative Agent with a reasonably detailed list of such synergies,
  operating expense reductions or such other cost savings together with this
  Compliance Certificate being delivered for the Measurement Period
  (“Consolidated Adjusted EBITDA” – clause (i)(i)): $ 9483732 

  






 















	
  

  	
  Costs, fees and
  expenses incurred in connection with the Spinoff, the 10. Transactions, the
  First Amendment (including without limitation the incurrence of First
  Amendment Incremental Term Loans on the First Amendment Effective Date and
  the use of proceeds thereof and the payment of fees and expenses in
  connection therewith), the Second Amendment (including without limitation the
  incurrence of Refinancing Debt on the Second Amendment Effective Date and the
  use of proceeds thereof and the payment of fees and expenses in connection
  therewith), the Third Amendment (including without limitation the incurrence
  of Third Amendment Incremental Term Loans on the Third Amendment Effective
  Date and the use of proceeds thereof and the payment of costs, fees and
  expenses incurred in connection with the creation of Lux
  Holdco and compliance with the Loan Documents in connection therewith), the
  incurrence of a Permitted Revolving Credit Facility, Permitted Acquisitions
  and Permitted Spin-Offs, Permitted Acquisitions and Permitted Spin-Offs,
  (“Consolidated Adjusted EBITDA” – clause (i)(j)): $ Non-cash expenses resulting from the grant or periodic 11. remeasurements of stock options or other equity-related
  incentives (including, any non-cash expenses related to any stock option or
  other equity-related incentives resulting from the acceleration of vesting in
  the event of a change of control) to any director, officer, employee, former
  employee or consultant of any Loan Party (“Consolidated Adjusted EBITDA” –
  clause (i)(k)): $ Impairment or write-off of goodwill and other intangible assets 12.
  (“Consolidated Adjusted EBITDA” – clause (i)(l)): $ Total Permitted add backs (sum of Lines B.1
  through B.12): 13. $ Deductions (without duplication and in each case only to
  the extent C. increasing Consolidated Net Income): Any other non-cash gains
  for the Measurement Period 1. (“Consolidated Adjusted EBITDA” – clause (ii)(a)): $ Any extraordinary non-cash gains determined in
  accordance with 2. GAAP (“Consolidated Adjusted
  EBITDA” – clause (ii)(b)): $ Any non-cash gain
  recorded on the repurchase or extinguishment of 3. debt (“Consolidated
  Adjusted EBITDA” – clause (ii)(c)): $ Total Deductions (sum of Lines C.1
  through C.3): 4. $ Consolidated Adjusted EBITDA (Line A plus Line B.13 minus
  Line C.4): D. $ Total Leverage Ratio:5 Consolidated
  Total Debt (“Total Leverage Ratio” – clause (i)):
  A. 5 Include for: (i) Permitted Acquisitions
  (clause (iv) of the definition of “Permitted Acquisition” in the Credit
  Agreement); (ii) Permitted Spin-Offs (definition of “Permitted Spin-Off” in
  the Credit Agreement); (iii) designation of one or more Unrestricted
  Subsidiaries (clause (i)(z) of the penultimate
  proviso of the definition of “Unrestricted Subsidiary” in the Credit
  Agreement); (iv) incurrence of Junior Indebtedness (Section 7.01(m) of the
  Credit Agreement); (v) making of Restricted Junior Payments (Section 7.04(ii)
  of the Credit Agreement); (vi) making Investments using the Available Amount
  (Section 7.06(i) of the Credit Agreement); and
  (vii) loans and advances to Ocwen to finance
  certain acquisitions by Ocwen (Section 7.06(m) of
  the Credit Agreement) 9483732 

  






 















	
  

  	
  Aggregate
  stated balance sheet amount of all Indebtedness of 1. Holdings and the
  Restricted Subsidiaries (or, if higher, the par value or stated face amount
  of all such Indebtedness) determined on a Consolidated basis in accordance
  with GAAP; provided that such amount shall not include
  Indebtedness in respect of any letter of credit, except to the extent of
  unreimbursed obligations in respect of drawn letters of credit (provided that
  any unreimbursed amount under commercial letters of credit shall be included
  in this calculation only upon the passage of three (3) Business Days after
  such amount is drawn (it being understood that any borrowing, whether
  automatic or otherwise, to fund such reimbursement shall be counted)): $ Cash
  and Cash Equivalents not subject to any Lien other than any 2. Lien in favor
  of the Collateral Agent securing Obligations $ Consolidated Total Debt (Line
  A.1 minus Line A.2): 3. $ Consolidated Adjusted EBITDA (Line D of
  “Consolidated Adjusted B. EBITDA” above): $ Total Leverage Ratio (Line A.3
  divided by Line B): C. $ Senior Secured Leverage Ratio:6 Consolidated Senior Secured Debt (“Senior
  Secured Leverage Ratio” – A. clause (i)):
  Consolidated Total Debt (Line A.3 of “Total Leverage Ratio” above) 1. only to
  the extent it is secured by a Lien on the assets of Holdings or any
  Restricted Subsidiary $ Consolidated Adjusted EBITDA (Line D of “Consolidated
  Adjusted B. EBITDA” above): Senior Secured Leverage Ratio (Line A.1 divided
  by Line B): C. $ Section 2.08(b)(iv) – Consolidated Excess Cash Flow for
  Measurement Period:7 Consolidated Net Income
  (“Consolidated Excess Cash Flow” – clause A. (i)(a)):
  $ To the extent reducing Consolidated Net Income, non-cash charges, B.
  including for depreciation and amortization (excluding any such non-cash
  charge to the extent it represents an accrual or reserve for potential cash
  charge in any future period or amortization of a prepaid cash charge that was
  paid in a prior period) (“Consolidated Excess Cash Flow” – clause (i)(b)): $ 6 Include for: (i)
  determining ECF Percentage (Section 2.08(b)(iv) of
  the Credit Agreement); (ii) incurrence of Incremental Loans (Section
  2.12(c)(iv) of the Credit Agreement); and (iii) incurrence of Permitted
  Revolving Credit Facility (definition of “Permitted Revolving Credit
  Facility” in the Credit Agreement);. 7 Include with year-end audited
  Consolidated financial statements required by Section 6.01(b) of the Credit
  Agreement. 9483732 

  






 















	
  

  	
  Consolidated
  Working Capital Adjustment (“Consolidated Excess Cash C. Flow” – clause (i)(c)): Consolidated Working Capital on first day of
  Measurement Period: 1. Consolidated Working Capital Assets on the first day
  of a. Measurement Period: $ Consolidated Working Capital Liabilities on the
  first day of b. Measurement Period: $ Consolidated Working Capital on the first
  day of Measurement c. Period (Line C.1.a minus Line
  C.1.b): $ Consolidated Working Capital on last day
  of Measurement Period: 2. Consolidated Working Capital Assets on the last day
  of a. Measurement Period:8 $ Consolidated Working
  Capital Liabilities on the last day of b. Measurement Period:9
  $ Consolidated Working Capital on the last day of Measurement c. Period (Line
  C.2.a minus Line C.2.b):
  $ Consolidated Working Capital Adjustment (amount by which Line 3. C.1.c exceeds (or is less than) Line C.2.c):
  $ Deductions from Consolidated Excess Cash Flow: the aggregate amount D. of
  (“Consolidated Excess Cash Flow” – clause (ii)): Scheduled and other
  mandatory repayments, without duplication, of 1. Indebtedness for borrowed
  money (excluding repayments of any revolving credit facility that are not
  included in Consolidated Working Capital Liabilities except to the extent the
  commitments with respect thereto are permanently reduced in connection with
  such repayments) and scheduled repayments of obligations under Capital Leases
  (excluding any interest expense portion thereof) (“Consolidated Excess Cash
  Flow” – clause (ii)((a))(1)): $ Consolidated Capital Expenditures (other than
  Consolidated Capital 2. Expenditures that are financed with the proceeds of
  any issuance or incurrence of Indebtedness or any capital contributions or
  net cash proceeds of equity issuances received or made by Holdings, Lux Holdco or the Borrower) (“Consolidated Excess Cash
  Flow” – clause (ii)(a)(2)): $ 8 Exclude (a) the effect of reclassification
  during the Measurement Period of assets included in Consolidated Working
  Capital Assets and (b) the effect of any Permitted Acquisition during the
  Measurement Period (except to the extent that the amount (which may be a
  negative number) by which the Consolidated Working Capital acquired in such
  Permitted Acquisition as at the time of such acquisition exceeds (or is less
  than) Consolidated Working Capital with respect to such Permitted Acquisition
  at the end of such period). 9 Exclude (a) the effect of reclassification
  during the Measurement Period of liabilities included in Consolidated Working
  Capital Liabilities and (b) the effect of any Permitted Acquisition during
  the Measurement Period (except to the extent that the amount (which may be a
  negative number) by which the Consolidated Working Capital acquired in such
  Permitted Acquisition as at the time of such acquisition exceeds (or is less
  than) Consolidated Working Capital with respect to such Permitted Acquisition
  at the end of such period). 9483732 

  






 















	
  

  	
  Acquisition
  Consideration and all consideration paid in connection 3. with Permitted
  Acquisitions and other Investments permitted to be made under Section 7.06 of
  the Credit Agreement (other than (x) the transactions referred to in the
  proviso to the second sentence of Section 6.12 of the Credit Agreement
  consummated prior to the First Amendment Effective Date, (y) the Permitted ResCap Transaction and (z) other Permitted Acquisitions
  or other Investments that are, in the case of this clause (z), financed with
  the Available Amount or with the proceeds of any issuance or incurrence of
  Indebtedness or any capital contributions or net cash proceeds of equity
  issuances received or made by Holdings, Lux Holdco
  or the Borrower (other than, for the avoidance of doubt, the Permitted Lux Contribution), without duplication) (“Consolidated
  Excess Cash Flow” – clause (ii)(a)(3)): Other non cash gains increasing
  Consolidated Net Income for the 4. Measurement Period (excluding any such non
  cash gain to the extent it represents the reversal of an accrual or reserve
  for potential cash gain in any prior period) (“Consolidated Excess Cash Flow”
  – clause (ii)(b)): $ Total Deductions (sum of Lines D.1, D.2, D.3 and D.4):
  5. $ Consolidated Excess Cash Flow ((sum, without duplication, of Lines A, B
  E. and C.3) minus Line D.5)10: $ ECF Percentage
  (50% if the Senior Secured Leverage Ratio is greater F. than 3.50 to 1.00 for
  the Fiscal Year; 25% if the Senior Secured Leverage Ratio is 3.50 to 1.00 or
  less but greater than 2.75 to 1.00 for the Fiscal Year; 0% if the Senior
  Secured Leverage Ratio is equal to or less than 2.75 to 1.00 for the Fiscal
  Year): % Amount after application of ECF Percentage
  (product of Line E and F): G. $ Aggregate amount of voluntary prepayments
  made during the H. Measurement Period or after the end of the Measurement
  Period and prior to the time of prepayment (and, for the Fiscal Year ending
  on December 31, 2013, after the initial Borrowing Date and prior to the
  beginning of such Fiscal Year) (Section 2.08(b)(iv)(ii)) $ Amount to be
  Prepaid (Line G minus Line H) I. $ 10 Must be greater than zero. 9483732 

  






 















	
  

  	
  Exhibit C FORM
  OF ACKNOWLEDGEMENT AND AGREEMENT Each Loan Party listed below hereby
  acknowledges that it has reviewed the Amendment No. 3 to Credit Agreement
  dated as of August 1, 2014 to which this Acknowledgement and Agreement is
  attached as an exhibit (the “Third Amendment”) and hereby consents to the
  execution, delivery and performance thereof by the Borrower. Each Loan Party
  hereby confirms its obligation under each Loan Document to which it is a
  party and agrees that, after giving effect to the Third Amendment, neither
  the modification of the Credit Agreement or any other Loan Document effected
  pursuant to the Third Amendment, nor the execution, delivery, performance or
  effectiveness of the Third Amendment or any other Loan Document impairs the
  validity or effectiveness of any Loan Document to which it is a party or
  impairs the validity, effectiveness or priority of the Liens granted pursuant
  to any other Loan Document to which it is a party or by which it is otherwise
  bound. THIS ACKNOWLEDGEMENT AND AGREEMENT AND ANY CLAIMS, CONTROVERSY,
  DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED
  UPON, ARISING OUT OF OR RELATING TO THIS ACKNOWLEDGEMENT AND AGREEMENT AND
  THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN
  ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
  CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF
  LAWS OF ANOTHER JURISDICTION. [Signature Pages Follow] [Altisource
  – Third Amendment]

  






 















	
  

  	
  ALTISOURCE FULFILLMENT
  OPERATIONS, INC. By: Name: Title: ALTISOURCE
  HOLDINGS, LLC By: Name: Title: ALTISOURCE PORTFOLIO
  SOLUTIONS, INC. By: Name: Title: ALTISOURCE SINGLE
  FAMILY, INC. By: Name: Title: ALTISOURCE SOLUTIONS,
  INC. By: Name: Title: [Altisource - Third
  Amendment]

  






 















	
  

  	
  ALTISOURCE US DATA, INC.
  By: Name: Title: BELTLINE ROAD INSURANCE AGENCY, INC. By: Name: Title:
  EQUATOR, LLC By: Name: Title: NATIONWIDE CREDIT, INC. By: Name: Title:
  PORTFOLIO MANAGEMENT OUTSOURCING SOLUTIONS, LLC By: Name: Title: POWER
  DEFAULT SERVICES, INC. By: Name: Title: [Altisource
  - Third Amendment]

  






 















	
  

  	
  PREMIUM TITLE
  AGENCY, INC. By: Name: Title: PREMIUM TITLE OF CALIFORNIA, INC. By: Name:
  Title: PREMIUM TITLE SERVICES, INC. By: Name: Title: PTS - TEXAS TITLE, INC.
  By: Name: Title: REALHOME SERVICES AND SOLUTIONS,
  INC. By: Name: Title: SPRINGHOUSE, LLC By: Name: Title: [Altisource
  - Third Amendment]

  






 















	
  

  	
  THE MORTGAGE
  PARTNERSHIP OF AMERICA, L.L.C. By: Name: Title:
  WESTERN PROGRESSIVE TRUSTEE, LLC By: Name: Title: [Altisource
  - Third Amendment]

  






 















	
  

  	
  ANNEX I
  INCREMENTAL TERM LOANS Incremental Term Lender Amount Bank of America, N.A. $200,000,000 Total: $200,000,000