EX-10.8



 Exhibit 10.8 

EXECUTION VERSION 

GUARANTEE 
 THIS
GUARANTEE, dated as of May 22, 2015 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Guarantee”), is made by each of the signatories listed on the
signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 20 hereof (collectively, the “Guarantors” and, each, individually, a “Guarantor”), in favor of the
Collateral Agent for the benefit of the Secured Parties. 
 W I T N E S S E T
H: 
 WHEREAS, reference is made to that certain Credit Agreement, dated as of the date hereof (as the same may be amended, restated,
amended and restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”), among Batman Intermediate Holdings B, Inc., a Delaware corporation (“Holdings”), Batman
Merger Sub, Inc., a Delaware corporation (as further defined in Section 1.1 of the Credit Agreement, the “Borrower”), the Lenders from time to time party thereto, Jefferies Finance LLC, as the Administrative Agent, the
Collateral Agent, a Letter of Credit Issuer, the Swingline Lender and a Lender, and the other parties party thereto, pursuant to which, among other things, the Lenders have severally agreed to make Loans to the Borrower, the Swingline Lender has
agreed to make Swingline Loans to the Borrower and the Letter of Credit Issuer has agreed to issue Letters of Credit for the account of Holdings, the Borrower and the Restricted Subsidiaries (such Loans, Swingline Loans and Letters of Credit,
collectively, the “Extensions of Credit”) upon the terms and subject to the conditions set forth therein and one or more Cash Management Banks, Bank Product Providers or Hedge Banks may from time to time enter into Secured Cash
Management Agreements, Secured Bank Product Agreements or Secured Hedge Agreements with Holdings, the Borrower and/or the Restricted Subsidiaries; 

WHEREAS, the Borrower is a wholly-owned Subsidiary of Holdings and each Guarantor (other than Holdings) is a direct or indirect wholly-owned
Subsidiary of the Borrower; 
 WHEREAS, the Extensions of Credit will be used by the Borrower and its Subsidiaries to effect the
Transactions and for general corporate purposes (including for working capital, capital expenditures and any transaction or other action not prohibited by the Credit Agreement); 

WHEREAS, each Guarantor acknowledges that it will derive substantial direct and indirect benefit from the Extensions of Credit and the
provision of the Secured Cash Management Agreements, Secured Bank Product Agreements and Secured Hedge Agreements; and 
 WHEREAS, it is a
condition precedent to the obligation of the Lenders and the Letter of Credit Issuer to make their respective Extensions of Credit to Holdings, the Borrower and the Restricted Subsidiaries under the Credit Agreement, as applicable, that the
Guarantors shall have executed this Guarantee and delivered it to the Collateral Agent for the benefit of the Secured Parties; 
 NOW,
THEREFORE, in consideration of the premises and to induce the Administrative Agent, the Collateral Agent, the Lenders, the Swingline Lender and the Letter of Credit Issuer to enter into the Credit Agreement, to induce the Lenders, the Swingline
Lender and the Letter of Credit Issuer to make their respective Extensions of Credit to Holdings, the Borrower and the Restricted Subsidiaries, as applicable, and to induce one or more Cash Management Banks, Bank Product Providers or Hedge Banks to
enter into 







 
Secured Cash Management Agreements, Secured Bank Product Agreements or Secured Hedge Agreements, respectively, with Holdings, the Borrower and/or the Restricted Subsidiaries, the Guarantors
hereby agree with the Collateral Agent, for the ratable benefit of the Secured Parties, as follows: 
 1. Defined Terms. 

(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 
 (b) “Extensions of Credit” shall have the meaning set forth in the preamble hereof. 

(c) “Guarantor Supplement” shall have the meaning set forth in Section 20. 

(d) “Qualified ECP Guarantor” means in respect of any Swap Obligation, each Credit Party that has total assets exceeding
$10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity
Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange
Act. 
 (e) “Termination Date” shall have the meaning set forth in Section 2(d). 

(f) Sections 1.2, 1.3, 1.5, 1.6, 1.8, 1.9 and 1.10 of the Credit Agreement are incorporated herein by reference, mutatis mutandis. 

2. Guarantee. 
 (a)
Subject to the provisions of Section 3, each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the Collateral Agent, for the benefit of the
Secured Parties, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of anyone other than such Guarantor (including amounts that would become due but for
operation of the automatic stay under 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)). 
 (b) Each Guarantor further agrees to pay
any and all reasonable and documented out-of-pocket expenses (including all reasonable and documented fees and disbursements of counsel) that may be paid or incurred by the Administrative Agent or the Collateral Agent in enforcing or preserving its
rights under this Guarantee, in each case in accordance with, and subject to the limitations on reimbursement of costs and expenses set forth in, Section 13.5 of the Credit Agreement. 

(c) Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor
hereunder without impairing this Guarantee or affecting the rights and remedies of the Collateral Agent or any other Secured Party hereunder. 

(d) No payment or payments made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by
the Collateral Agent, the Administrative Agent, the Swingline Lender, the Letter of Credit Issuer or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or
any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, which shall,
notwithstanding any such payment or payments, other than payments made by such Guarantor in respect of the Obligations or payments received or collected from such 

  
 2 








 
Guarantor in respect of the Obligations, remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations under the Credit Documents (other than
contingent obligations, Secured Hedge Obligations, Secured Bank Product Obligations and Secured Cash Management Obligations) are paid in full, the Commitments shall have been terminated, all Letters of Credit shall have expired or terminated, and
all Letters of Credit Outstanding shall have been reduced to zero (or all such Letters of Credit and Letters of Credit Outstanding shall have been Cash Collateralized) (such date, the “Termination Date”). 

(e) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Collateral Agent or any other
Secured Party on account of its liability hereunder, it will notify the Collateral Agent in writing that such payment is made under this Guarantee for such purpose, but the failure to notify the Collateral Agent of any such payment will not create a
breach or default hereunder or result in any liability to such Guarantor. 
 The Collateral Agent shall have its own independent right to
demand payment of the amounts payable by each applicable Guarantor under this Section 2, irrespective of any discharge of such Guarantor’s obligations to pay those amounts to the other Secured Parties resulting from failure by them
to take appropriate steps in insolvency proceedings affecting that Guarantor to preserve their entitlement to be paid those amounts. 
 Any
amount due and payable by a Guarantor to the Collateral Agent under this Section 2 shall be decreased to the extent that the other Secured Parties have received (and are able to retain) payment in full of the corresponding amount under
the other provisions of the Credit Documents and any amount due and payable by a Guarantor to the Collateral Agent under those provisions shall be decreased to the extent that the Collateral Agent has received (and is able to retain) payment in full
of the corresponding amount under this Section 2. 
 3. Limitation of Guarantee. Anything herein or in any other Credit
Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Credit Documents shall in no event exceed the amount that can be guaranteed by such Guarantor under the Bankruptcy Code or any applicable
laws relating to fraudulent conveyances, fraudulent transfers or the insolvency of debtors. 
 4. Right of Contribution. Each
Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder (including by way of set-off rights being exercised against it), such Guarantor shall be entitled to seek and
receive contribution from and against any other Guarantor hereunder who has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 6 hereof.
The provisions of this Section 4 shall in no respect limit the obligations and liabilities of any Guarantor to the Collateral Agent and the other Secured Parties, and each Guarantor shall remain liable to the Collateral Agent and the
other Secured Parties up to the maximum liability of such Guarantor hereunder. 
 5. Right of Set-off. In addition to any rights and
remedies of the Secured Parties provided by law, each Guarantor hereby irrevocably authorizes each Secured Party at any time and from time to time following the occurrence and during the continuance of an Event of Default, without notice to such
Guarantor or any other Guarantor but with the prior consent of the Administrative Agent, any such notice being expressly waived by each Guarantor to the extent permitted by applicable law, upon any amount becoming due and payable by such Guarantor
hereunder (whether at stated maturity, by acceleration or otherwise), to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final) (other than Excluded Deposit Accounts), in
any 

  
 3 








 
currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such
Secured Party to or for the credit or the account of such Guarantor. Each Secured Party shall notify such Guarantor and the Administrative Agent promptly of any such set-off and the appropriation and application made by such Secured Party,
provided that the failure to give such notice shall not affect the validity of such set-off and application. 
 6. Postponement of
Subrogation. Notwithstanding any payment or payments made by any of the Guarantors hereunder or any set-off or appropriation and application of funds of any of the Guarantors by the Collateral Agent or any other Secured Party, no Guarantor shall
be entitled to be subrogated to any of the rights (or if subrogated by operation of law, such Guarantor hereby temporarily waives such rights to the extent permitted by applicable law) of the Collateral Agent or any other Secured Party against the
Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the Collateral Agent or any other Secured Party for the payment of any of the Obligations, nor shall any Guarantor seek or be entitled to seek any
contribution or reimbursement from the Borrower or any Guarantor or other guarantor in respect of payments made by such Guarantor hereunder, in each case, until the Termination Date. If any amount shall be paid to any Guarantor on account of such
subrogation rights at any time prior to the Termination Date, such amount shall be held by such Guarantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, promptly after
receipt by such Guarantor, be turned over to the Collateral Agent in substantially the same form received by such Guarantor (duly indorsed by such Guarantor to the Collateral Agent, if required), to be applied against the Obligations whether matured
or unmatured, in accordance with Section 11.13 of the Credit Agreement. 
 7. Amendments, etc. with Respect to the Obligations;
Waiver of Rights. Unless and until the Termination Date has occurred or, with respect to any Guarantor, such Guarantor shall be released in accordance with Section 8(c), each Guarantor shall remain obligated hereunder notwithstanding
that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, (a) any demand for payment of any of the Obligations made by the Collateral Agent or any other Secured Party may be
rescinded by such party and any of the Obligations continued, (b) the Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may,
from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents,
the Letters of Credit and any other documents executed and delivered in connection therewith and the Secured Cash Management Agreements, Secured Bank Product Agreements and Secured Hedge Agreements and any other documents executed and delivered in
connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders, as the case may be, or, in the case of any Secured Cash Management Agreement, Secured Bank Product
Agreement or Secured Hedge Agreement, the Cash Management Bank, Bank Product Provider or Hedge Bank party thereto) may deem advisable from time to time and (d) any collateral security, guarantee or right of offset at any time held by the
Collateral Agent or any other Secured Party for the payment of any of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure,
perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. 

  
 4 








 8. Guarantee Absolute and Unconditional. 

(a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension, amendment, waiver or accrual of any
of the Obligations, and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance of this Guarantee. All Obligations shall conclusively be deemed to have been created, contracted or incurred,
or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee, and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise
shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for
payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the
Guarantors with respect to the Obligations (other than the defense that the Termination Date has occurred). Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment
without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement, any Secured Bank Product Agreement, any Secured Hedge Agreement,
any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim
(other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party or (c) any other circumstance whatsoever (with or without notice to or
knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other
instance (in each case, other than the occurrence of the Termination Date). When pursuing its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may, but shall be under no obligation to, pursue such
rights and remedies as it may have against the Borrower or any Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or
any other Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of
offset, or any release of the Borrower or any Guarantor or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights
and remedies, whether express, implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor. 

(b) This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor
and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns permitted under the Credit Agreement until the
Termination Date or the date of release of such Guarantor in accordance with Section 13.1 of the Credit Agreement, notwithstanding that from time to time during the term of the Credit Agreement and any Secured Cash Management Agreement, Secured
Bank Product Agreement or Secured Hedge Agreement the Credit Parties may be free from any Obligations. 
 (c) A Guarantor shall
automatically be released from its obligations hereunder, and the Guarantee of such Guarantor shall be automatically released, under the circumstances described in Section 13.1 of the Credit Agreement. 

(d) The Guarantors jointly and severally agree that, as between the Guarantors and the Secured Parties, the Obligations under the Credit
Documents may be declared to be forthwith due and payable as provided in Section 11 of the Credit Agreement (and shall be deemed to have become automatically due and payable in the circumstances provided in such Section 11 of the Credit
Agreement) for purposes of Section 2, notwithstanding any stay, injunction or other prohibition preventing such 

  
 5 








 
declaration (or such obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become
automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 2. 

9. Reinstatement. Notwithstanding anything to the contrary contained herein, this Guarantee shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent or any other Secured Party upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial
part of its property, or otherwise, all as though such payments had not been made. 
 10. Payments. Each Guarantor hereby guarantees
that payments hereunder will be paid to the Collateral Agent without set-off or counterclaim in Dollars at the Collateral Agent’s office. Each Guarantor agrees that the provisions of Section 5.4 of the Credit Agreement shall apply to such
Guarantor’s obligations under this Guarantee. 
 11. Representations and Warranties; Covenants. 

(a) Each Guarantor hereby represents and warrants that the representations and warranties set forth in Section 8 of the Credit Agreement
as they relate to such Guarantor and in the other Credit Documents to which such Guarantor is a party, each of which is hereby incorporated herein by reference, are true and correct in all material respects as of the Closing Date (except where such
representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date), and the Collateral Agent and each other Secured Party
shall be entitled to rely on each of them as if they were fully set forth herein; provided that, on the Closing Date, each such Guarantor’s representations and warranties under this Section 11(a) shall be limited to the
Specified Representations. 
 (b) Each Guarantor hereby covenants and agrees with the Collateral Agent and each other Secured Party that,
from and after the date of this Guarantee until the Termination Date, such Guarantor shall take, or shall refrain from taking, as the case may be, all actions that are necessary to be taken or not taken so that no violation of any provision,
covenant or agreement contained in Section 9 or Section 10 of the Credit Agreement and so that no Default or Event of Default is caused by any act or failure to act of such Guarantor. 

12. Authority of the Collateral Agent. 

(a) The Collateral Agent enters into this Guarantee in its capacity as agent for the Secured Parties from time to time. The rights and
obligations of the Collateral Agent under this Guarantee at any time are the rights and obligations of the Secured Parties at that time. Each of the Secured Parties has (subject to the terms of the Credit Documents) a several entitlement to each
such right, and a several liability in respect of each such obligation, in the proportions described in the Credit Documents. The rights, remedies and discretions of the Secured Parties, or any of them, under this Guarantee may be exercised by the
Collateral Agent. No party to this Guarantee is obliged to inquire whether an exercise by the Collateral Agent of any such right, remedy or discretion is within the Collateral Agent’s authority as agent for the Secured Parties. No holder of
Secured Hedge Obligations, Secured Bank Product Obligations or Secured Cash Management Obligations that obtains the benefits of this Guarantee shall have any right to notice of any action or to consent to, direct or object to any action hereunder
other than in its capacity as a Secured Party and, in such case, only to the extent expressly provided under this Guarantee. 

  
 6 








 (b) Each party to this Guarantee acknowledges and agrees that any changes (in accordance with the
provisions of the Credit Documents) in the identity of the persons from time to time comprising the Secured Parties gives rise to an equivalent change in the Secured Parties, without any further act. Upon such an occurrence, the persons then
comprising the Secured Parties are vested with the rights, remedies and discretions and assume the obligations of the Secured Parties under this Guarantee. 

(c) Neither the Collateral Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be liable to any
party for any action taken or omitted to be taken by any of them under or in connection with this Guarantee or any other Credit Document (except for its or such other Person’s own gross negligence, willful misconduct, bad faith or material
breach of any Credit Document, each as determined in the final non-appealable judgment of a court of competent jurisdiction). 
 13.
Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to any Guarantor shall be given to it in care of the Borrower at
the Borrower’s address set forth in Schedule 13.2 to the Credit Agreement. 
 14. Counterparts. This Guarantee may be executed
by one or more of the parties to this Guarantee on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

 15. Severability. Any provision of this Guarantee that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. 
 16. Integration. This Guarantee and the other Credit Documents represent the agreement
of each Guarantor, the Collateral Agent and the other Secured Parties with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Guarantors or the Collateral Agent or any other Secured
Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents. 
 17.
Amendments in Writing; No Waiver; Cumulative Remedies. 
 (a) None of the terms or provisions of this Guarantee may be waived,
amended, supplemented or otherwise modified except in accordance with Section 13.1 of the Credit Agreement. 
 (b) Neither the
Collateral Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 17(a)), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or any other Secured Party, any right, power or
privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by
the Collateral Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Collateral Agent or any Secured Party would otherwise have on any future occasion.


  
 7 








 (c) The rights, remedies, powers and privileges herein provided are cumulative, may be exercised
singly or concurrently and are not exclusive of any other rights or remedies provided by law. 
 18. Section Headings. Section
headings in this Guarantee are included for convenience of reference only and shall not affect the interpretation of this Guarantee. 
 19.
Successors and Assigns. This Guarantee shall be binding upon the successors and assigns of each Guarantor and shall inure to the benefit of the Collateral Agent and the other Secured Parties and their respective successors and permitted
assigns except that no Guarantor may assign, transfer or delegate any of its rights or obligations under this Guarantee without the prior written consent of the Collateral Agent or as otherwise permitted by the Credit Agreement. 

20. Additional Guarantors. Each Subsidiary of the Borrower that is required to become a party to this Guarantee pursuant to
Section 9.11 of the Credit Agreement, and each Subsidiary of the Borrower that elects to become a party to this Guarantee, shall become a Guarantor, with the same force and effect as if originally named as a Guarantor herein, for all purposes
of this Guarantee, upon execution and delivery by such Subsidiary of a written supplement substantially in the form of Annex A hereto (each such written supplement, a “Guarantor Supplement”). The execution and delivery of any
instrument adding an additional Guarantor as a party to this Guarantee shall not require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the
addition of any new Guarantor as a party to this Guarantee. 
 21. WAIVER OF JURY TRIAL. EACH PARTY HERETO, INCLUDING WITHOUT
LIMITATION THE COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES, BY ITS ACCEPTANCE OF THE TERMS HEREOF HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) THE RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION,
PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY ANY PARTY RELATED TO OR ARISING OUT OF THIS GUARANTEE OR ANY OTHER CREDIT DOCUMENT OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER. 

22. Submission to Jurisdiction; Waivers; Service of Process. Each party hereto, including, without limitation, the Collateral Agent for
the benefit of the Secured Parties by its acceptance of the terms hereof, hereby irrevocably and unconditionally: 
 (a)
submits for itself and its property in any legal action or proceeding relating to this Guarantee and the other Credit Documents to which it is a party to the exclusive general jurisdiction of the courts of the State of New York or the courts of the
United States for the Southern District of New York, in each case sitting in New York City in the Borough of Manhattan, and appellate courts from any thereof; 

(b) consents that any such action or proceeding shall be brought in such courts and waives (to the extent permitted by
applicable law) any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same or to
commence or support any such action or proceeding in any other courts; 

  
 8 








 (c) agrees that service of process in any such action or proceeding shall be
effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person at its address referred to in Section 13 or at such other address of which the Collateral
Agent shall have been notified pursuant thereto; 
 (d) agrees that nothing herein shall affect the right of the Collateral
Agent or any other Secured Party to effect service of process in any other manner permitted by law or to commence legal proceedings; and 

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or
proceeding referred to in this Section 22 any special, exemplary, punitive or consequential damages. 
 Each Guarantor hereby
irrevocably and unconditionally appoints the Borrower as its agent for service of process in any suit, action or proceeding with respect to this Guarantee and agrees that service of process in any such suit, action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor in care of the Borrower at the Borrower’s address set forth in the Credit Agreement and each Guarantor hereby
irrevocably authorizes and directs the Borrower (or such other substitute agent) to accept such service on its behalf. 
 23.
GOVERNING LAW. THIS GUARANTEE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

24. Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to
provide such funds or other support as may be needed from time to time by each other Credit Party to honor all of its obligations under this Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor
shall only be liable under this Section 24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 24, or otherwise under this Guarantee, voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 24 shall remain in full force and effect until the Termination
Date. Each Qualified ECP Guarantor intends that this Section 24 constitute, and this Section 24 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for
all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 [SIGNATURE PAGES FOLLOW] 

  
 9 








 IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly executed and
delivered by its duly authorized officer or other representative as of the day and year first above written. 
  

					
	BATMAN INTERMEDIATE HOLDINGS B, INC., as a Guarantor
		
	By:	 	 /s/ Gregory Hampton

		 	Name:	 	Gregory Hampton
		 	Title:	 	Chief Financial Officer
	
	BLUE COAT SYSTEMS, INC., as a Guarantor
		
	By:	 	 /s/ Gregory Hampton

		 	Name:	 	Gregory Hampton
		 	Title:	 	Chief Financial Officer


 [Signature Page to Guarantee] 







 
					
	 JEFFERIES FINANCE LLC,
 as the
Collateral Agent

		
	By:	 	 /s/ Brian Buoye

		 	Name:	 	Brian Buoye
		 	Title:	 	Managing Director


 [Signature Page to Guarantee] 







 ANNEX A TO  

THE GUARANTEE 
 This
Supplement, dated as of [                    ], 20[    ] (this “Supplement”), supplements the
GUARANTEE, dated as of May 22, 2015 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Guarantee”), among each of the Guarantors listed on the signature pages
thereto (each, individually, a “Guarantor” and, collectively, the “Guarantors”), and Jefferies Finance LLC, as the Collateral Agent for the benefit of the Secured Parties. 

A. Reference is made to that certain Credit Agreement, dated as of May 22, 2015 (as the same may be amended, restated, amended and
restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”), among Batman Intermediate Holdings B, Inc., a Delaware corporation, Batman Merger Sub, Inc., a Delaware corporation (as
further defined in Section 1.1 of the Credit Agreement, the “Borrower”), the Lenders from time to time party thereto, Jefferies Finance LLC, as the Administrative Agent, the Collateral Agent, a Letter of Credit Issuer, the
Swingline Lender and a Lender, and the other parties party thereto. 
 B. Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Guarantee. 
 C. The Guarantors have entered into the Guarantee in order to induce the
Administrative Agent, the Collateral Agent, the Lenders, the Swingline Lender and the Letter of Credit Issuer to enter into the Credit Agreement and to induce the Lenders to make Loans to the Borrower, the Swingline Lender to make Swingline Loans to
the Borrower and the Letter of Credit Issuer to issue Letters of Credit for the account of Holdings, the Borrower and the Restricted Subsidiaries, and to induce one or more Cash Management Banks, Bank Product Providers or Hedge Banks to enter into
Secured Cash Management Agreements, Secured Bank Product Agreements or Secured Hedge Agreements with Holdings, the Borrower and/or the Restricted Subsidiaries. 

D. Section 9.11 of the Credit Agreement and Section 20 of the Guarantee provide that additional Subsidiaries of the Borrower
may become Guarantors under the Guarantee by execution and delivery of an instrument in the form of this Supplement or as otherwise provided in the Credit Agreement. Each undersigned Subsidiary (each a “New Guarantor”) is executing
this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guarantee in order to induce the Lenders, the Swingline Lender and the Letter of Credit Issuer to make additional Extensions of Credit (and
as consideration for Extensions of Credit previously made) and to induce one or more Hedge Banks, Bank Product Providers or Cash Management Banks to enter into Secured Hedge Agreements, Secured Bank Product Agreements and Secured Cash Management
Agreements. 
 Accordingly, the Collateral Agent and each New Guarantor agrees as follows: 

SECTION 1. In accordance with Section 20 of the Guarantee, each New Guarantor by its signature below becomes a Guarantor under the
Guarantee with the same force and effect as if originally named therein as a Guarantor, and each New Guarantor hereby (a) agrees to all the terms and provisions of the Guarantee applicable to it as a Guarantor thereunder and (b) represents
and warrants that the representations and warranties made by it as a Guarantor thereunder (for purposes of Section 11(a) thereunder, such representations and warranties are limited to those contained in Sections 8.1 through 8.3, 8.6 and 8.7 of
the Credit Agreement) are true and correct in all material respects on and as of the date 







 
hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as
of such earlier date). Each reference to a Guarantor in the Guarantee shall be deemed to include each New Guarantor. The Guarantee is hereby incorporated herein by reference. 

SECTION 2. Each New Guarantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly
authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency or similar laws
affecting creditors’ rights generally and subject to general principles of equity. 
 SECTION 3. Anything herein or in any other Credit
Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Credit Documents shall in no event exceed the amount that can be guaranteed by such Guarantor under the Bankruptcy Code or any applicable
laws relating to fraudulent conveyances, fraudulent transfers or the insolvency of debtors. 
 SECTION 3. This Supplement may be executed by
one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A
set of the copies of this Supplement signed by all the parties shall be lodged with the Borrower and the Collateral Agent. 
 SECTION 4.
Except as expressly supplemented hereby, the Guarantee shall remain in full force and effect. 
 SECTION 5. THIS SUPPLEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

SECTION 6. Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Guarantee, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. 
 SECTION 7. All notices, requests and demands pursuant hereto shall be made in
accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to each New Guarantor shall be given to it in care of the Borrower at the Borrower’s address set forth in Schedule 13.2 to the Credit Agreement.

 [SIGNATURE PAGES FOLLOW] 







 IN WITNESS WHEREOF, each New Guarantor and the Collateral Agent have duly executed this
Supplement to the Guarantee as of the day and year first above written. 
  

			
	 [NAME OF NEW GUARANTOR],

as the New Guarantor

		
	By:	 	 
		 	Name:
		 	Title:


 [Signature Page to Guarantee Supplement] 







 
			
	 JEFFERIES FINANCE LLC,

as the Collateral Agent

		
	By:	 	 
		 	Name:
		 	Title:


 [Signature Page to Guarantee Supplement]