EX-10.1





 Exhibit 10.1 

EXECUTION VERSION 

FOURTH AMENDMENT TO 

SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

This FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 15, 2019 (this “Amendment”), by and
among, inter alios, Verisk Analytics, Inc., a Delaware corporation, as borrower (the “Borrower”) and the Lenders under the Amended Credit Agreement (each as defined below) party hereto amends the Second Amended and Restated
Credit Agreement, dated as of April 22, 2015, as amended by the First Amendment, dated as of July 24, 2015, the Second Amendment, dated as of May 26, 2016 and the Third Amendment, dated as of May 18, 2017 (as further amended, restated, amended and
restated, supplemented or otherwise modified prior to the date hereof, including all Schedules and Exhibits thereto, the “Existing Credit Agreement”, and the Existing Credit Agreement, as amended by this Amendment, the
“Amended Credit Agreement”) by and among, inter alios, the Borrower, the lenders party thereto from time to time (hereinafter collectively referred to as the “Lenders”), Bank of America, N.A. (“Bank
of America”), as swing line lender and letter of credit issuer (hereinafter, Bank of America, in its capacity as a letter of credit issuer, shall be referred to as the “L/C Issuer”) and Bank of America,
as Administrative Agent for the Lenders (hereinafter, in such capacity, referred to as the “Administrative Agent”). 

W I T N E S S E T H: 

WHEREAS, the Borrower and the Lenders party hereto, being all of the Lenders, wish to amend the Existing Credit Agreement to provide
for, amongst other things, (a) a reduction in the principal amount of the Commitments under the Facility from $1.5 billion to $1.0 billion (while correspondingly increasing the unfunded/uncommitted accordion in Section 2.14 of
the Existing Credit Agreement from $500 million to $1.0 billion), (b) an extension of the Maturity Date in respect of the Facility to a date which is five years after the date hereof, (c) the ability for Loans to be funded in Euros and
Sterling, (d) certain modifications to the definition of “Applicable Rate”, among other things, to reflect reductions in pricing, (e) changes to the financial covenant based on Consolidated Funded Debt Leverage Ratio to allow for
one temporary step-up to 4.25:1.00 and one temporary step-up to 4.00:1.00 and (f) certain other modifications and updates to the Existing Credit Agreement as further detailed herein (including certain changes to the representations, warranties
and covenants in the Existing Credit Agreement), in each case, subject to the terms and conditions set forth herein; and 
 WHEREAS,
pursuant to the terms of the Fourth Amended Commitment Letter, July 8, 2017, among, Bank of America, BofA Securities, Inc. (“BofA Securities”) and the Borrower, the Borrower engaged BofA Securities to act as the sole lead arranger
and sole bookrunner (in such capacity, the “Lead Arranger”) for this Amendment. 
 NOW THEREFORE, in
consideration of the foregoing recital, mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and the Lenders party hereto hereby agree as follows (but
in the case of the Exiting Lenders solely for the purpose of agreeing to Section 5 hereof): 

Section 1.    Defined Terms. All capitalized terms used but not defined in this Amendment
shall have the respective meanings specified in the Amended Credit Agreement. 

Section 2.    Amendments to the Credit Agreement. Subject to
the satisfaction of the conditions set forth in Section 3 of this Amendment, the following amendments shall be made to the Credit Agreement: 

(a)    Revisions to Schedules. 

(i)    Schedule 2.01 to the Existing Credit Agreement is hereby amended and restated in its entirety in the form of
Schedule 2.01 attached hereto. 












 (ii)    Schedule 1.01, Schedule 5.09, Schedule
5.13 and Schedule 5.18 to the Existing Credit Agreement are hereby deleted in their entirety. 

(iii)    Schedule 10.02 to the Existing Credit Agreement is hereby amended and restated in its entirety in the
form of Schedule 10.02 attached hereto. 
 (b)    Amended Credit Agreement. The Existing Credit Agreement
is hereby amended in its entirety to be in the form attached as Annex I hereto. 
 (c)    Amended
Exhibits. 
 (i)    Exhibit A to the Existing Credit Agreement shall be deleted and replaced in its entirety with
the revised Exhibit A attached hereto. 
 (ii)    Exhibit C to the Existing Credit Agreement shall be deleted and
replaced in its entirety with the revised Exhibit C attached hereto. 
 (iii)    Exhibit F to the Existing Credit
Agreement is hereby amended to delete the words “non exclusive” in the third sentence of Section 17 contained therein and replace such words with “exclusive”. 

Section 3.    Conditions to Effectiveness. This Amendment
shall become effective on the date on which each of the following conditions is satisfied (the “Fourth Amendment Effective Date”): 

(a)     Executed Amendment, Certificates and Opinion. The Administrative Agent shall have received all of the
following, each dated as of the Fourth Amendment Effective Date (or, in the case of certificates of governmental officials, as of a recent date before the Fourth Amendment Effective Date), each in form and substance reasonably satisfactory to the
Administrative Agent, and each accompanied by their respective required schedules and other attachments: 
 (i)    one
or more counterparts of this Amendment, duly executed and delivered by (i) the Borrower, the L/C Issuer, the Swing Loan Lender and the Administrative Agent, (ii) each existing Lender that elects to consent to this Amendment by executing
the Amendment as a “Lender” (each such Lender, a “Consenting Lender” and, collectively, the “Consenting Lenders”), which together constitute the Required Lenders (as defined in the Existing Credit
Agreement), (iii) solely for the purpose of agreeing to the provisions of Section 5, each existing Lender that elects not to consent to this Amendment by executing the Amendment as an “Exiting Lender” (each such Lender, an
“Exiting Lender”) and (iv) each new Lender that elects to provide Commitments under the Facility by executing the Amendment as a “New Lender” (each such Lender, a “New Lender” and, collectively, the
“New Lenders”); 
 (ii)    such certificates of resolutions or other action, incumbency certificates
and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection
with this Amendment; 
 (iii)    such documents and certifications as the Administrative Agent may reasonably require
to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its conduct of its business requires such qualification, except to
the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; 

  
 2 













 (iv)    a favorable opinion from counsel to the Borrower, addressed to
the Administrative Agent, each Lender and the L/C Issuer, in form and substance reasonably acceptable to the Administrative Agent and covering such matters relating hereto as the Administrative Agent may reasonably request; and 

(v)    a certificate from a Responsible Officer of the Borrower certifying (A) compliance with the conditions set
forth in Section 3(b) and Section 3(e) and (B) the current Public Debt Rating. 

(b)    No Material Adverse Effect. There shall not have occurred since December 31, 2018 any event or
condition that has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect. 

(c)    KYC. The Lead Arranger shall have received (i) at least three Business Days prior to the Fourth
Amendment Effective Date all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent
requested at least seven days prior to the Fourth Amendment Effective Date and (ii) at least three Business Days prior to the Fourth Amendment Effective Date, to the extent the Borrower qualifies as a “legal entity customer” under 31
C.F.R. § 1010.230, a certification regarding beneficial ownership required by the Beneficial Ownership Regulation. 

(d)    Repayment of Exiting Lenders. The Borrower shall have repaid in full any Loans held by any Exiting Lenders,
together with any accrued interest and fees thereon. 
 (e)    No Default or Event of Default. Immediately prior
to and after giving effect to the terms, conditions, and provisions of this Amendment, no Default or Event of Default exists. 

(f)    Fees & Expenses. The Administrative Agent shall have received payment of all fees and
expenses then due and payable to the Lead Arranger and/or the Administrative Agent pursuant to the Amended Credit Agreement (including all reasonable attorney costs of the Administrative Agent), subject (in the case of expenses) to the Borrower
receiving an invoice with respect thereto. 

Section 4.    Representations and Warranties. To induce the
Lenders to enter into this Amendment, the Borrower represents and warrants to the Administrative Agent and Lenders that, as of the Fourth Amendment Effective Date: 

(a)    the execution, delivery and performance by the Borrower of this Amendment or any other Loan Document to which it is
a party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene the terms of any of the Borrower’s Organization Documents; (ii) conflict with or result in any breach
or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any material Contractual Obligation to which the Borrower is a party or (B) any order, injunction, writ or decree of any Governmental
Authority or any arbitral award to which the Borrower or its Property is subject; or (iii) violate any Law; 

(b)    no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental
Authority is necessary or required in connection with the execution, delivery or performance by the Borrower of this Amendment or any other Loan Document and no consent of any other Person is required in connection with the execution, delivery or
performance by the Borrower of this Amendment or any other Loan Document except any such consent the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect; 

  
 3 













 (c)    this Amendment has been duly executed and delivered by the
Borrower and this Amendment and the Amended Credit Agreement, constitute a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with their respective terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other Laws affecting creditors’ rights generally and subject to general principals of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); 

(d)    immediately prior to and after giving effect to the terms, conditions, and provisions of this Amendment, no Default
or Event of Default exists; and 
 (e)    all representations and warranties of the Borrower contained in the Amended
Credit Agreement and all of the other Loan Documents are true and correct as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such
earlier date, and except that the representations and warranties contained in subsections (a), (b), and (c) of Section 5.05 of the Amended Credit Agreement shall be deemed to refer to
the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement. 

Section 5.    Acknowledgement of Revised Commitments and
Reallocation of Exiting Lender Commitments. Notwithstanding anything to the contrary in the Existing Credit Agreement or other Loan Documents, or the Amended Credit Agreement, each party hereto acknowledges and agrees that (i) commencing on
the Fourth Amendment Effective Date, the Commitments of the Lenders shall be as set forth on the new Schedule 2.01 referenced in Section 2(a) of this Amendment and (ii) the respective Commitments of each Exiting
Lender, if any, shall be terminated on the Fourth Amendment Effective Date. Notwithstanding anything in the Existing Credit Agreement to the contrary or any requirements set forth therein, (i) each Consenting Lender and each New Lender hereby
consents to (A) the termination of any Commitments held by any Exiting Lenders and (B) the repayment in full of any Loans, together with any accrued interest and fees thereon, held by any Exiting Lenders, in each case, as of the Fourth
Amendment Effective Date and (ii) each Consenting Lender agrees to waive any losses, costs or expenses required to be paid by the Borrower pursuant to Section 3.05 of the Existing Credit Agreement in connection with, or as a result of, the
reallocation of Commitments pursuant to this Amendment. Following the termination of its Commitments each Exiting Lender will continue to have the benefit of the indemnification and other provisions of the Amended Credit Agreement and the other Loan
Documents that by their terms survive termination of the Commitments and repayment of the Obligations. 

Section 6.    Miscellaneous. 

(a)    Confirmation of Loan Documents. The Borrower hereby covenants and agrees that, except as expressly amended
and/or modified by this Amendment, all of the terms, conditions, and provisions of the Existing Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect. All of the indebtedness represented by the Loan
Documents and all other obligations, responsibilities, and liabilities of the Borrower to the Lenders and the Administrative Agent are owed without any offset, defenses, or counterclaims whatsoever. The Existing Credit Agreement, together with this
Amendment, shall be read and construed as a single agreement. Upon the effectiveness of this Amendment, each reference in the Existing Credit Agreement to “this Agreement”, “herein”, “hereof” and words of like import
and each reference in the Existing Credit Agreement and the Loan Documents to “the Credit Agreement” shall mean and refer to the Amended Credit Agreement. On and after the date hereof, this Amendment shall for all purposes constitute a
“Loan Document”. 

  
 4 













 (b)    Limitation of this Amendment. The amendments set forth
herein are effective solely for the purposes set forth herein and shall be limited precisely as written. Except as otherwise set forth herein, nothing contained herein and no actions taken pursuant to the terms hereof are intended to constitute a
novation of the Facility, or any waiver of the terms, conditions, or provisions of the Existing Credit Agreement and/or any of the other Loan Documents and do not constitute a release, termination or waiver of any of the rights and/or remedies
granted to the Lenders and/or the Administrative Agent under the Loan Documents. 
 (c)    Captions. Section
headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment. 

(d)    Successors and Assigns. This Amendment shall be binding upon and shall inure to the sole benefit of the
Borrower, the Administrative Agent and the Lenders and their respective successors and assigns. 

(e)    References. Any reference to the Amended Credit Agreement contained in any notice, request, certificate, or
other document executed concurrently with or after the execution and delivery of this Amendment shall be deemed to include this Amendment unless the context shall otherwise require. 

(f)    Miscellaneous. This Amendment shall be subject to the following Sections of the Amended Credit Agreement, as
if set forth herein in their entirety: Sections 10.10, 10.12, 10.14, 10.15 and 10.16. 
 - Remainder of
page intentionally left blank - 

  
 5 













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

					
	 VERISK ANALYTICS, INC.,

as the Borrower

		
	By:	 	 /s/ Lee M. Shavel

		 	Name:	 	Lee M. Shavel
		 	Title:	 	Executive VP and CFO



  
 Signature Page to
Fourth Amendment - Verisk 














					
	 BANK OF AMERICA, N.A.,

as the Administrative Agent

		
	By:	 	 /s/ Melissa Mullis

		 	Name:	 	Melissa Mullis
		 	Title:	 	Assistant Vice President



  
 Signature Page to
Amendment No. 4 














					
	 BANK OF AMERICA, N.A.,

as a Lender, L/C Issuer and Swing Line Lender

		
	By:	 	 /s/ Laura H. McAulay

		 	Name:	 	Laura H. McAulay
		 	Title:	 	Senior Vice President



  
 Signature Page to
Amendment No. 4 













 
					
	HSBC Bank USA, National Association, as a Lender
		
	By:	 	 /s/ Emily Barker

		 	Name:	 	Emily Barker
		 	Title:	 	VP. Senior Credit Manager #22403



  
 Signature Page to
Amendment No. 4 














					
	 JPMorgan Chase Bank, N. A.
 as a
Lender

		
	By:	 	 /s/ Milena Kolev

		 	Name:	 	Milena Kolev
		 	Title:	 	VP



  
 Signature Page to
Fourth Amendment - Verisk 














					
	Wells Fargo, National Association, as a Lender
		
	By:	 	 /s/ Sid Khanolkar

		 	Name:	 	Sid Khanolkar
		 	Title:	 	Director



  
 Signature Page to
Amendment No. 4 














					
	CITIBANK, N.A., as a New Lender
		
	By:	 	 /s/ Tony Sood

		 	Name:	 	Tony Sood
		 	Title:	 	Senior Vice President



  
 Signature Page to
Amendment No. 4 














					
	Credit Suisse AG, Cayman Islands Branch, as a New Lender
		
	By:	 	 /s/ Doreen Barr

		 	Name:	 	Doreen Barr
		 	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Komal Shah

		 	Name:	 	Komal Shah
		 	Title:	 	Authorized Signatory



  
 Signature Page to
Amendment No. 4 














					
	MORGAN STANLEY BANK, N.A., as a Lender
		
	By:	 	 /s/ Michael King

		 	Name:	 	Michael King
		 	Title:	 	Authorized Signatory



  
 Signature Page to
Amendment No. 4 














			
	TD BANK, N.A., as a Lender
		
	By:	 	 /s/ Maciej Niedzwiecki

	Name:	 	Maciej Niedzwiecki
	Title:	 	Senior Vice President



  
 Signature Page to
Amendment No. 4 














					
	The Northern Trust Company, as a Lender
		
	By:	 	 /s/ Andrew D Holtz

		 	Name:	 	Andrew D Holtz
		 	Title:	 	Senior Vice President



  
 Signature Page to
Amendment No. 4 














					
	SunTrust Bank, as an Exiting Lender
		
	By:	 	 /s/ Locksley Randle

		 	Name:	 	Locksley Randle
		 	Title:	 	Vice President



  
 Signature Page to
Amendment No. 4 














					
	Citizens Bank, N. A., as an Exiting Lender
		
	By:	 	 /s/ Barrett D. Bencivenga

		 	Name:	 	Barrett D. Bencivenga
		 	Title:	 	Managing Director



  
 Signature Page to
Amendment No. 4 














					
	Royal Bank of Canada as an Exiting Lender
		
	By:	 	 /s/ Kamran Khan

		 	Name:	 	Kamran Khan
		 	Title:	 	Authorized Signatory



  
 Signature Page to
Amendment No. 4 














					
	BNP Paribas, as a Exiting Lender
		
	By:	 	 /s/ Maria Mulic

		 	Name:	 	Maria Mulic
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Richard Pace

		 	Name:	 	Richard Pace
		 	Title:	 	Managing Director



  
 Signature Page to
Amendment No. 4 













 SCHEDULE 2.01 

COMMITMENTS 
 AND
APPLICABLE PERCENTAGES 
  

									
	 Lender
	  	Commitment	 	  	Applicable Percentage	 
	 Bank of America, N.A.
	  	$	165,000,000.00	 	  	 	16.5	% 
	 HSBC Bank USA, N.A.
	  	$	135,000,000.00	 	  	 	13.5	% 
	 JPMorgan Chase Bank, N.A.
	  	$	135,000,000.00	 	  	 	13.5	% 
	 Wells Fargo Bank, National Association
	  	$	135,000,000.00	 	  	 	13.5	% 
	 Citibank, N.A.
	  	$	100,000,000.00	 	  	 	10.0	% 
	 Credit Suisse AG, Cayman Islands Branch
	  	$	100,000,000.00	 	  	 	10.0	% 
	 Morgan Stanley Bank, N.A.
	  	$	100,000,000.00	 	  	 	10.0	% 
	 TD Bank, N.A.
	  	$	85,000,000.00	 	  	 	8.5	% 
	 The Northern Trust Company
	  	$	45,000,000.00	 	  	 	4.5	% 
		  	  
	  
	 	  	  
	  
	 
	 Total
	  	$	1,000,000,000.00	 	  	 	100.0	% 
		  	  
	  
	 	  	  
	  
	 













 SCHEDULE 10.02 

ADMINISTRATIVE AGENT’S OFFICE; 

CERTAIN ADDRESSES FOR NOTICES 

BORROWERS: 
 Verisk Analytics, Inc. 

545 Washington Boulevard 
 Jersey City, New Jersey 07310 

Attention:          Lee M. Shavel 

                          
Executive Vice President and Chief Financial Officer 
 Telephone:        (201) 469-2141 

Electronic Mail: lee.shavel@verisk.com 
 Website Address:
        www.verisk.com 
 and 

Verisk Analytics, Inc. 
 545 Washington Boulevard 

Jersey City, New Jersey 07310 

Attention:           Kenneth E. Thompson, Esq. 

                          
 Executive Vice President and General Counsel 
 Telephone:         (201) 469-2975 

Electronic Mail:
kenneth.thompson@verisk.com 












 ADMINISTRATIVE AGENT: 

Administrative Agent’s Office 
 (for
advances, payments and Requests for Credit Extensions): 
 Bank of America, N.A., as Administrative Agent 

2380 Performance Drive 
 Building C, TX2-984-03-23 

Richardson, TX 75082 
 Attention:   Patrick Richardson

 Tel: 817-230-8914 
 Facsimile: 214-416-0555 

Email: prichardson3@bofa.com 
 Remittance Instructions –
USD: 
 Bank of America, N.A. 
 New York, NY 

ABA# 026009593 
 Account No.: 1366072250600 

Account Name: Wire Clearing Acct for Syn Loans - LIQ 
 Ref: Verisk
Analytics, Inc. 
 Remittance Instructions – EUR: 

Bank of America NT and SA 
 IBAN: GB89 BOFA 16505095687029 

Swift Address: BOFAGB22 
 Beneficiary: Bank of America, NA 

Ref: Verisk Analytics, Inc. 
 Remittance Instructions –
GBP 
 Bank of America NT and SA 
 Swift Address: BOFAGB22

 Beneficiary Acct #: GB90BOFA16505095687011 
 Beneficiary:
Bank of America, NA 
 Ref: Verisk Analytics, Inc. 

Other Notices as Administrative Agent: 

Bank of America, N.A., as Administrative Agent 
 900 W. Trade St.,
6th Floor 
 NC1-026-06-03 

Charlotte, NC 28255 
 Attention: Melissa Mullis 

Tel: 980-386-9372 
 Facsimile: 704-409-0617 

Email: melissa.mullis@baml.com 

  
 2 













 L/C ISSUER: 

Bank of America, N.A. 
 Trade Operations 

1 Fleet Way 
 Mail Code: PA6-580-02-30 

Scranton, Pa. 18507 
 Attention:  Trade Operations 

Tel: 570-496-9619 
 Facsimile: 800-755-8740 

Email: tradeclientserviceteamus@baml.com 
 Remittance
Instructions: 
 Bank of America, N.A. 
 New York, NY 

ABA #: 026-009-593 
 Account #: 04535-883980 

Attn: Scranton Standby 
 Ref: Verisk Analytics, Inc. 

SWING LINE LENDER: 
 Administrative Agent’s
Office 
 (for advances, payments and Requests for Credit Extensions): 

Bank of America, N.A., as Administrative Agent 
 2380 Performance
Drive 
 Building C, TX2-984-03-23 
 Richardson, TX 75082 

Attention:  Patrick Richardson 
 Tel: 817-230-8914 

Facsimile: 214-416-0555 
 Email: prichardson3@bofa.com 

Remittance Instructions – USD: 
 Bank of America,
N.A. 
 New York, NY 
 ABA# 026009593 

Account No.: 1366072250600 
 Account Name: Wire Clearing Acct for
Syn Loans - LIQ 
 Ref: Verisk Analytics, Inc. 

  
 3 













 ANNEX I 

AMENDED CREDIT AGREEMENT 

(See attached) 












 Execution Version 

Annex I to Fourth Amendment to 

Second Amended and Restated Credit Agreement 
  

 
  

SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

Dated as of April 22, 2015 
 (as
amended by the First Amendment, dated as of July 24, 2015, the Second Amendment, dated as of May 26, 2016, the Third Amendment, dated as of May 18, 2017 and the Fourth Amendment, dated as of August 15, 2019) 

among 
 VERISK ANALYTICS, INC.

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

and L/C Issuer, 
 and 

The Other Lenders Party Hereto 

BOFA SECURITIES, INC. 
 as

 Sole Lead Arranger and Sole Bookrunner 

JPMORGAN CHASE BANK, N.A., 

HSBC BANK USA, N.A., 
 and

 WELLS FARGO BANK, NATIONAL ASSOCIATION 

as 
 Co-Syndication Agents 

 
  

 












 Table of Contents 

 

					
	 	  	Page	 
	 Article I. DEFINITIONS AND ACCOUNTING TERMS
	  	 	1	 
		
	 1.01   Defined Terms
	  	 	1	 
	 1.02   Other Interpretive Provisions
	  	 	28	 
	 1.03   Accounting Terms
	  	 	29	 
	 1.04   Rounding
	  	 	29	 
	 1.05   Times of Day
	  	 	29	 
	 1.06   Letter of Credit Amounts
	  	 	30	 
	 1.07   Interpretation and Construction of Exceptions/Carveouts to Article VII Negative
Covenants
	  	 	30	 
	 1.08   Additional Alternative Currencies
	  	 	30	 
	 1.09   Exchange Rates; Currency Equivalents
	  	 	31	 
		
	 Article II. THE COMMITMENTS AND CREDIT EXTENSIONS
	  	 	31	 
		
	 2.01   Committed Loans
	  	 	31	 
	 2.02   Borrowings, Conversions and Continuations of Committed Loans
	  	 	32	 
	 2.03   Letters of Credit
	  	 	34	 
	 2.04   Swing Line Loans
	  	 	41	 
	 2.05   Prepayments
	  	 	44	 
	 2.06   Termination or Reduction of Commitments
	  	 	45	 
	 2.07   Repayment of Loans
	  	 	45	 
	 2.08   Interest
	  	 	45	 
	 2.09   Fees
	  	 	46	 
	 2.10   Computation of Interest and Fees; Retroactive Adjustments of Applicable
Rate
	  	 	46	 
	 2.11   Evidence of Debt
	  	 	47	 
	 2.12   Payments Generally; Administrative Agent’s Clawback
	  	 	47	 
	 2.13   Sharing of Payments by Lenders
	  	 	49	 
	 2.14   Increase in Commitments
	  	 	49	 
	 2.15   Several Liability
	  	 	50	 
	 2.16   Cash Collateral
	  	 	50	 
	 2.17   Defaulting Lenders
	  	 	51	 
		
	 Article III. TAXES, YIELD PROTECTION AND ILLEGALITY
	  	 	53	 
		
	 3.01   Taxes
	  	 	53	 
	 3.02   Illegality
	  	 	57	 
	 3.03   Inability to Determine Rates
	  	 	58	 
	 3.04   Increased Costs
	  	 	59	 
	 3.05   Compensation for Losses
	  	 	60	 
	 3.06   Mitigation Obligations; Replacement of Lenders
	  	 	60	 
	 3.07   LIBOR Successor Rate
	  	 	61	 
	 3.08   Survival
	  	 	62	 
		
	 Article IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
	  	 	62	 
		
	 4.01   Conditions to Effectiveness
	  	 	62	 
	 4.02   Conditions to Certain Credit Extensions
	  	 	62	 


  
 i 














					
	 Article V. REPRESENTATIONS AND WARRANTIES
	  	 	63	 
		
	 5.01   Existence, Qualification and Power
	  	 	63	 
	 5.02   Authorization; No Contravention
	  	 	63	 
	 5.03   Governmental Authorization; Other Consents
	  	 	63	 
	 5.04   Binding Effect
	  	 	63	 
	 5.05   Financial Statements; No Material Adverse Effect
	  	 	64	 
	 5.06   Litigation
	  	 	64	 
	 5.07   No Default
	  	 	64	 
	 5.08   Ownership of Property; Liens
	  	 	64	 
	 5.09   [Reserved]
	  	 	64	 
	 5.10   Insurance
	  	 	64	 
	 5.11   Taxes
	  	 	65	 
	 5.12   ERISA Compliance
	  	 	65	 
	 5.13   [Reserved]
	  	 	65	 
	 5.14   Margin Regulations; Investment Company Act
	  	 	66	 
	 5.15   Disclosure
	  	 	66	 
	 5.16   Compliance with Laws
	  	 	66	 
	 5.17   [Reserved]
	  	 	66	 
	 5.18   [Reserved]
	  	 	66	 
	 5.19   OFAC; Anti-Corruption Laws; Sanctions
	  	 	66	 
	 5.20   [Reserved]
	  	 	66	 
	 5.21   EEA Financial Institutions
	  	 	66	 
	 5.22   Beneficial Ownership Certification
	  	 	67	 
		
	 Article VI. AFFIRMATIVE COVENANTS
	  	 	67	 
		
	 6.01   Financial Statements
	  	 	67	 
	 6.02   Certificates; Other Information
	  	 	67	 
	 6.03   Notices
	  	 	69	 
	 6.04   Payment of Obligations
	  	 	70	 
	 6.05   Preservation of Existence, Etc
	  	 	70	 
	 6.06   [Reserved]
	  	 	70	 
	 6.07   [Reserved]
	  	 	70	 
	 6.08   Compliance with Laws
	  	 	70	 
	 6.09   Books and Records
	  	 	70	 
	 6.10   Inspection Rights
	  	 	71	 
	 6.11   Use of Proceeds
	  	 	71	 
	 6.12   Additional Guarantors
	  	 	71	 
	 6.13   Pari Passu Status
	  	 	71	 
		
	 Article VII. NEGATIVE COVENANTS
	  	 	71	 
		
	 7.01   Liens
	  	 	71	 
	 7.02   Priority Indebtedness; Permitted Subsidiary Acquisition Indebtedness
	  	 	73	 
	 7.03   Fundamental Changes
	  	 	73	 
	 7.04   Dispositions
	  	 	73	 
	 7.05   Change in Nature of Business
	  	 	74	 
	 7.06   [Reserved]
	  	 	74	 


  
 ii 














					
	   7.07   Use of Proceeds
	  	 	74	 
	   7.08   Financial Covenants
	  	 	74	 
	   7.09   Restricted Payments
	  	 	75	 
	   7.10   Accounting Changes
	  	 	75	 
	   7.11   Anti-Corruption Laws; Sanctions
	  	 	75	 
		
	 Article VIII. EVENTS OF DEFAULT AND REMEDIES
	  	 	75	 
		
	   8.01   Events of Default
	  	 	75	 
	   8.02   Remedies Upon Event of Default
	  	 	77	 
	   8.03   Application of Funds
	  	 	78	 
		
	 Article IX. ADMINISTRATIVE AGENT
	  	 	79	 
		
	   9.01   Appointment and Authority
	  	 	79	 
	   9.02   Rights as a Lender
	  	 	79	 
	   9.03   Exculpatory Provisions
	  	 	79	 
	   9.04   Reliance by Administrative Agent
	  	 	80	 
	   9.05   Delegation of Duties
	  	 	80	 
	   9.06   Resignation of Administrative Agent
	  	 	80	 
	   9.07   Non-Reliance on
Administrative Agent and Other Lenders
	  	 	82	 
	   9.08   No Other Duties, Etc
	  	 	82	 
	   9.09   Administrative Agent May File Proofs of Claim
	  	 	82	 
	   9.10   Collateral and Guaranty Matters
	  	 	82	 
	   9.11   Guaranteed Hedge Agreements
	  	 	83	 
	   9.12   ERISA Matters
	  	 	83	 
		
	 Article X. MISCELLANEOUS
	  	 	84	 
		
	 10.01   Amendments, Etc
	  	 	84	 
	 10.02   Notices; Effectiveness; Electronic Communication
	  	 	85	 
	 10.03   No Waiver; Cumulative Remedies; Enforcement
	  	 	87	 
	 10.04   Expenses; Indemnity; Damage Waiver
	  	 	88	 
	 10.05   Payments Set Aside
	  	 	89	 
	 10.06   Successors and Assigns
	  	 	89	 
	 10.07   Treatment of Certain Information; Confidentiality
	  	 	93	 
	 10.08   Right of Setoff
	  	 	94	 
	 10.09   Interest Rate Limitation
	  	 	95	 
	 10.10   Counterparts; Integration; Effectiveness
	  	 	95	 
	 10.11   Survival of Representations and Warranties
	  	 	95	 
	 10.12   Severability
	  	 	96	 
	 10.13   Replacement of Lenders
	  	 	96	 
	 10.14   Governing Law; Jurisdiction; Etc
	  	 	96	 
	 10.15   Waiver of Jury Trial
	  	 	97	 
	 10.16   No Advisory or Fiduciary Responsibility
	  	 	97	 
	 10.17   Electronic Execution of Assignments and Certain Other Documents
	  	 	98	 
	 10.18   USA PATRIOT Act
	  	 	98	 
	 10.19   Time of the Essence
	  	 	98	 
	 10.20   Keepwell
	  	 	99	 
	 10.21   Designation of Additional Borrowing Subsidiaries
	  	 	99	 
	 10.22   Acknowledgement and Consent to Bail-In
of EEA Financial Institutions
	  	 	99	 
	 10.23   Judgment Currency
	  	 	100	 
	 10.24   Acknowledgement Regarding Any Supported QFCs
	  	 	100	 


  
 iii 














					
	 Article XI. GUARANTEE OF BORROWING SUBSIDIARY OBLIGATIONS
	  	 	101	 
		
	 11.01   Guaranty
	  	 	101	 
	 11.02   Certain Waivers
	  	 	101	 
	 11.03   Obligations Independent
	  	 	102	 
	 11.04   Subrogation
	  	 	102	 
	 11.05   Subordination
	  	 	102	 
	 11.06   Stay of Acceleration
	  	 	102	 


  
 iv 













 SCHEDULES 

 

			
	2.01	  	Commitments and Applicable Percentages
	5.03	  	Other Consents
	5.06	  	Litigation
	5.12	  	ERISA Compliance
	7.01	  	Existing Liens
	10.02  	  	Administrative Agent’s Office; Certain Addresses for Notices


 EXHIBITS 
  

			
	Form of
		
	A	  	Committed Loan Notice
	B	  	Swing Line Loan Notice
	C	  	Note
	D	  	Compliance Certificate
	E-1	  	Assignment and Assumption
	E-2	  	Administrative Questionnaire
	E-3	  	Joinder
	F	  	Continuing Guaranty
	G	  	Notice of Loan Prepayment
	H-1	  	U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	H-2	  	U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	H-3	  	U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
	H-4	  	U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
	I	  	Solvency Certificate
	J	  	Designation of Borrowing Subsidiary



  
 v 













 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (hereinafter, as amended by the First Amendment, dated as of July 24, 2015, the
Second Amendment, dated as of May 26, 2016 and the Third Amendment, dated as of May 18, 2017 (the “Existing Credit Agreement”), and as it may be further from time to time amended, modified, extended, renewed, substituted, and/or
supplemented, referred to as this “Agreement”) is entered into as of April 22, 2015, by and among VERISK ANALYTICS, INC., a Delaware corporation (“Verisk”), each lender from time to time party hereto
(collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. 

Verisk and the Lenders amended and restated that certain Amended and Restated Credit Agreement dated as of October 25, 2011, executed by and
among, inter alia, Verisk, Insurance Services Office, Inc., a Delaware corporation (“ISO”), certain lenders and the agents party thereto (hereinafter, as it has been from time to time amended, modified, extended, renewed,
substituted, and/or supplemented prior to April 22, 2015, referred to as the “Original Credit Agreement”) and provided the Borrowers with a $1.5 billion revolving credit facility (the “Facility”) pursuant to
the Existing Credit Agreement. 
 Verisk has requested that on the Fourth Amendment Effective Date, the Lenders party to the Fourth
Amendment amend the Existing Credit Agreement to provide for, amongst other things, (a) a reduction in the principal amount of the Commitments under the Facility from $1.5 billion to $1.0 billion (while correspondingly increasing the
uncommitted amounts available pursuant to Section 2.14 of the Existing Credit Agreement from $500 million to $1.0 billion), (b) an extension of the Maturity Date in respect of the Facility to a date which is five years after the Fourth
Amendment Effective Date, (c) the ability for Loans to be funded in Euros and Sterling, (d) certain modifications to the definition of “Applicable Rate”, among other things, to reflect reductions in pricing and (e) changes
to the financial covenant based on Consolidated Funded Debt Leverage Ratio to allow for one temporary step-up to 4.25:1.00 and one temporary step-up to 4.00:1.00. 

In consideration of these premises and the mutual representations, covenants and agreements of the Borrowers, the agents and the lenders, each
party hereto hereby promises, covenants and agrees to amend the Existing Credit Agreement with all of the terms, conditions, and provisions set forth herein below and all of the terms, conditions, and provisions of the Existing Credit Agreement are,
subject to the occurrence of the Fourth Amendment Effective Date, hereby deemed superseded, substituted, and replaced by the following: 

ARTICLE I. 
 DEFINITIONS
AND ACCOUNTING TERMS 
 1.01    Defined Terms. 

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

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any
successor administrative agent. 
 “Administrative Agent’s Office” means, with respect to any currency, the
Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time
notify to the Borrowers and the Lenders. 












 “Administrative Questionnaire” means an Administrative Questionnaire in
substantially the form of Exhibit E-2 or any other form approved by the Administrative Agent. 
 “Affected Eurocurrency Rate
Loan” has the meaning specified in Section 3.02. 
 “Affiliate” means, with respect to
any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 

“Aggregate Commitments” means the Commitments of all the Lenders. 

“Agreement” has the meaning specified in the introductory paragraphs hereto. 

“Agreement Currency” has the meaning specified in Section 10.23. 

“Alternative Currency” means, with respect to Eurocurrency Rate Loans and Letters of Credit, each of the following
currencies: Euro, Sterling, together with each other currency (other than Dollars) that is approved in accordance with Section 1.08. 

“Alternative Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent
amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the
purchase of such Alternative Currency with Dollars. 
 “Anti-Corruption Laws” means all laws, rules, and regulations of any
jurisdiction applicable to any Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption. 

“Applicable Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place)
of the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.17. If the commitment of each Lender to make Loans and the obligation of the L/C Issuer
to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage
of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant
to which such Lender becomes a party hereto, as applicable. 
 “Applicable Rate” means, from time to time, the following
percentages per annum with respect to the Commitment Fees, Eurocurrency Rate Loans, LIBOR Daily Loans, Base Rate Loans or Letter of Credit Fees, as applicable, based upon the Public Debt Rating as set forth below: 

 

																			
	 Pricing

Level  
	  	 Public Debt

Rating
	  	Commitment
Fee	 	  	Eurocurrency
Rate / LIBOR
Daily
Floating Rate
Margin	 	  	Base Rate
Margin	 	  	Letter of
Credit Fee	 
	 1
	  	> A- / A3 / A-	  	 	8.0 bps	 	  	 	100.0 bps	 	  	 	0.0 bps	 	  	 	100.0 bps	 
	 2
	  	BBB+ / Baa1 / BBB+	  	 	10.0 bps	 	  	 	112.5 bps	 	  	 	12.5 bps	 	  	 	112.5 bps	 
	 3
	  	BBB / Baa2 / BBB	  	 	12.5 bps	 	  	 	125.0 bps	 	  	 	25.0 bps	 	  	 	125.0 bps	 
	 4
	  	BBB- / Baa3 / BBB-	  	 	15.0 bps	 	  	 	137.5 bps	 	  	 	37.5 bps	 	  	 	137.5 bps	 
	 5
	  	£ BB+ / Ba1 / BB+	  	 	20.0 bps	 	  	 	162.5 bps	 	  	 	62.5 bps	 	  	 	162.5 bps	 


  
 2 













 Initially, the Applicable Rate shall be determined based upon the Public Debt Rating
specified in a certificate delivered to the Administrative Agent on or prior to the Fourth Amendment Effective Date. Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Public Debt Rating shall be
effective, in the case of an upgrade or a downgrade, during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the next such change pursuant to this Agreement. If the rating system of
S&P, Moody’s or Fitch shall change, or if any such rating agency shall cease to be in the business of rating corporate debt obligations, Verisk and the Lenders shall negotiate in good faith to amend this definition to reflect such changed
rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or
cessation. 
 “Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local
time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking
procedures in the place of payment. 
 “Approved Fund” means any Fund that is administered or managed by (a) a Lender,
(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 

“Arranger” means BofA Securities, Inc., in its capacity as sole lead arranger and sole bookrunner. 

“Assets” means, at any time, the total assets of Verisk and its direct and indirect Subsidiaries on a consolidated basis
which would be shown as assets on a consolidated balance sheet of Verisk and its consolidated Subsidiaries as of such time prepared in accordance with GAAP, after eliminating all amounts properly attributable to minority interests, if any, in the
stock and surplus of Subsidiaries. 
 “Assignee Group” means two or more Eligible Assignees that are Affiliates of one
another or two or more Approved Funds managed by the same investment advisor. 
 “Assignment and Assumption” means an
assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form
of Exhibit E-1 or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent. 

  
 3 













 “Attributable Indebtedness” means, on any date, (a) in respect of any
Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of
the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capitalized Lease. 

“Audited Financial Statements” means the audited consolidated balance sheet of Verisk and its direct and indirect
Subsidiaries for the fiscal year ended December 31, 2018, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of Verisk and its direct and indirect Subsidiaries, including
the notes thereto. 
 “Availability Period” means the period from and including the Fourth Amendment Effective Date to the
earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Loans and of the
obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02. 
 “Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. 

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the
European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. 

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

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Prime Rate for such day,
(b) the sum of the Federal Funds Rate for such day plus fifty basis points (0.50%), and (c) except during any Eurocurrency Unavailability Period, the Eurocurrency Rate for a one month Interest Period beginning on such day (or if
such day is not a Business Day, the immediately preceding Business Day) plus one hundred basis points (1.0%). 
 “Base Rate
Committed Loan” means a Committed Loan that is a Base Rate Loan. 
 “Base Rate Loan” means a Loan that bears
interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars. 
 “Beneficial Ownership
Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation. 

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230, as amended from time to time. 

“Borrower” and “Borrowers” mean Verisk and each Borrowing Subsidiary, if any. As of the Fourth Amendment
Effective Date, the only Borrower is Verisk. 
 “Borrower Materials” has the meaning specified in
Section 6.02. 
 “Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as the
context may require. 

  
 4 













 “Borrowing Subsidiary” means, at any time, each Wholly-Owned Domestic
Subsidiary of Verisk that, following the date hereof, has been designated by Verisk as an additional Borrower hereunder and that has undertaken the obligations of a Borrowing Subsidiary, all in accordance with
Section 10.21. 
 “Borrowing Subsidiary Obligations” mean the Obligations of each of the
Borrowing Subsidiaries. 
 “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 and: 

(a)    if such day relates to interest at a rate based on the Eurocurrency Rate with respect to a LIBOR Quoted Currency or
the LIBOR Daily Floating Rate, means any such day that is a London Banking Day; 
 (b)    if such day relates to any
interest rate based on the Eurocurrency Rate with respect to a Non-LIBOR Quoted Currency, means any such day that is open for banks for foreign exchange business in the principal financial center of the country of such currency; and 

(c)    if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or
Euro in respect of a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate
Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency. 

“Capital Expenditures” means, with respect to any Person for any period, any expenditure in respect of the purchase or other
acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations). For purposes of this definition, the purchase price of equipment that is purchased simultaneously with the
trade-in of existing equipment or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase price exceeds the credit granted by the seller of such equipment for the equipment
being traded in at such time or the amount of such insurance proceeds, as the case may be. 
 “Capitalized Leases” means
all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases. 
 “Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, L/C Issuer or Swing Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing
Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the L/C Issuer or Swing Line Lender benefitting from such collateral shall agree in its
sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing Line Lender (as applicable). “Cash
Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support. 

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or
taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or
issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything 

  
 5 













 herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or
any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. 

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

(a)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the
right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 35% or more of the equity securities of Verisk entitled to vote for members of
the board of directors or equivalent governing body of Verisk on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or 

(b)    during any period of 12 consecutive months, a majority of the members of the board of directors or
other equivalent governing body of Verisk cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent
governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination
to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or
equivalent governing body; or 
 (c)    any Person or two or more Persons acting in concert shall have
acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the
management or policies of Verisk, or control over the equity securities of Verisk entitled to vote for members of the board of directors or equivalent governing body of Verisk on a fully-diluted basis (and taking into account all such securities
that such Person or group has the right to acquire pursuant to any option right) representing 35% or more of the combined voting power of such securities. 

“Code” means the Internal Revenue Code of 1986. 

“Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to the Borrowers pursuant to
Section 2.01, (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth
opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

 “Commitment Fee” has the meaning specified in Section 2.09(a). 

  
 6 













 “Committed Borrowing” means a borrowing consisting of simultaneous
Committed Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01. 

“Committed Loan” has the meaning specified in Section 2.01. 

“Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one
Type to the other, or (c) a continuation of Eurocurrency Rate Loans or LIBOR Daily Loans, in each case pursuant to Section 2.02(a), substantially in the form of Exhibit A or such other form as may be approved by
the Administrative Agent (including any form on an electronic platform or electronic transmission system which form, platform and system shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of
the applicable Borrower. 
 “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as
amended from time to time, and any successor statute. 
 “Compliance Certificate” means a certificate substantially in the
form of Exhibit D. 
 “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 EBIT” means, for any
period, for Verisk and its direct and indirect Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income:
(i) Consolidated Interest Charges for such period; (ii) the provision for Federal, state, local and foreign income taxes payable by Verisk and its direct and indirect Subsidiaries for such period; (iii) non-cash charges for the
appreciation of ESOP shares for such period; (iv) non-cash stock option expenses under FASB Accounting Standards Codification 718 for such period; (v) non-cash expenses in connection with ISO’s Top Hat Plan and Deferred Compensation
Plan for such period, to the extent such expenses are the result of increasing the participant liabilities for said plans due to the appreciation in value of the investments held in said plan; (vi) non-cash expenses other than temporary
impairment of ISO’s Top Hat Plan and Deferred Compensation Plan for such period, to the extent such expenses are the result of the depreciation in value of the investments held in said plan; (vii) non-cash loss on the disposal of fixed
assets for such period; and (viii) other non-recurring expenses of Verisk and its direct and indirect Subsidiaries reducing such Consolidated Net Income for such period; provided that any such amounts which represent a cash item in such
period or any future period shall be included to the extent that in the aggregate they do not exceed 5% of Consolidated EBIT (prior to giving effect to such adjustment) for such period, minus (b) the following to the extent included in
calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits of Verisk and its direct and indirect Subsidiaries for such period; (ii) non-cash gains in connection with ISO’s Top Hat Plan and
Deferred Compensation Plan for such period, to the extent such gains are the result of decreasing the participant liabilities for said plans due to the depreciation in value of the investments held; and (iii) other non-recurring non-cash items
increasing Consolidated Net Income for such period. 
 “Consolidated EBITDA” means, for any period, for Verisk and its
direct and indirect Subsidiaries on a consolidated basis, an amount equal to Consolidated EBIT for such period plus depreciation and amortization expense for such period. 

“Consolidated Funded Debt Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded
Indebtedness as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended. For the purposes of calculating the Consolidated Funded Debt Leverage Ratio in connection with determining compliance
with the financial covenant set forth and 

  
 7 













 contained in Section 7.08(b) only, and for no other purpose, to the extent that
Verisk or any direct or indirect Subsidiary of Verisk acquires or disposes of a Person, the Borrower shall include in its calculation of Consolidated EBITDA the pro forma effect of such acquisition or disposition as if such acquisition or
disposition shall have occurred on the first date of the applicable test period. 
 “Consolidated Funded Debt Leverage Ratio
Step-up” shall have the meaning specified in Section 7.08(b). 
 “Consolidated Funded
Indebtedness” means, as of any date of determination, for Verisk and its direct and indirect Subsidiaries on a consolidated basis, the sum of: (a) the outstanding principal amount of all obligations, whether current or long-term, for
borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness, (c) all obligations, whether contingent or
otherwise, arising under letters of credit (including standby and commercial letters of credit), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) all obligations in respect of the deferred purchase price of
Property or services (other than obligations to pay the earn out portion of the purchase price for Permitted Acquisitions and trade accounts payable in the ordinary course of business), (e) Attributable Indebtedness in respect of Capitalized Leases
and Synthetic Lease Obligations, (f) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of Persons other than Verisk or any direct or indirect
Subsidiary of Verisk, (g) without duplication, all Guarantees by Verisk and/or ISO of Permitted Subsidiary Acquisition Indebtedness, and (h) all Indebtedness of the types referred to in clauses (a) through (f) above of
any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which Verisk or a direct or indirect Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly
made non-recourse to Verisk or such direct or indirect Subsidiary. 
 “Consolidated Interest Charges” means, for any
period, for Verisk and its direct and indirect Subsidiaries on a consolidated basis, all interest, premium payments, debt discount, fees, charges and related expenses of Verisk and its direct and indirect Subsidiaries in connection with borrowed
money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP (whether paid in cash or accrued); provided, however,
(a) interest on any debt paid in kind and (b) interest that is due and payable more than five years from the incurrence of the debt under which such interest is payable, shall, in each case, not be counted as “Consolidated Interest
Charges”. 
 “Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of
(a) Consolidated EBIT for the period of the four prior fiscal quarters ending on such date to (b) Consolidated Interest Charges for such period. 

“Consolidated Net Income” means, for any period, for Verisk and its direct and indirect Subsidiaries on a consolidated basis,
the net income of Verisk and its direct and indirect Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period. 

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

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. 

  
 8 













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

(a)    Liens (other than Environmental Liens and any Lien imposed under ERISA) for taxes, assessments or
charges of any Governmental Authority or claims not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required
by GAAP; 
 (b)    statutory Liens of landlords and Liens of carriers, warehousemen, mechanics,
materialmen and other like Liens (other than any Lien imposed under ERISA) imposed by Laws, including, without limitation, Liens in favor of any Governmental Authority securing progress payments made under government contracts created in the
ordinary course of business and for amounts not yet due or which are being contested in good faith by appropriate proceedings which are sufficient to prevent imminent foreclosure of such Liens, are promptly instituted and diligently conducted and
with respect to which adequate reserves or other appropriate provision are being maintained to the extent required by GAAP; 

(c)    Liens (other than any Lien imposed under ERISA) incurred or deposits made in the ordinary course of
business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases,
contracts, statutory obligations and other similar obligations or arising as a result of progress payments or deposits under government contracts (including foreign government contracts); provided that in each such case such Liens
(i) were not incurred or made in connection with the incurrence or maintenance of Indebtedness, the borrowing of money, the obtaining of advances or credit and (ii) do not in the aggregate materially detract from the value of the Property
so encumbered or materially impair the use thereof in the operation of Verisk’s or its direct and indirect consolidated Subsidiaries’ respective businesses; 

(d)    easements (including, without limitation, reciprocal easement agreements and utility agreements),
rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) affecting the use of real property or impairing the use thereof which are imposed by law or arise
in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Person owning such Property; 

(e)    Liens arising out of and with respect to customer deposits made in the ordinary course of the
Borrowers’ respective businesses; 
 (f)    Liens arising as a result of the filing of any
financing statement under any applicable state uniform commercial code or comparable Laws of any jurisdiction covering consigned or leased goods which do not constitute assets of the Borrowers and which is not intended as security; and 

(g)    extensions, renewals or replacements of any Lien referred to in clauses (a) through
(f) above; provided that (i) in the case of clauses (a) through (f) above, the principal amount of the obligation secured thereby is not increased and (ii) any such extension, renewal or replacement is
limited to the Property originally encumbered thereby. 

  
 9 













 “Debtor Relief Laws” means the Bankruptcy Code of the United States, and
all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions
from time to time in effect and affecting the rights of creditors generally. 
 “Default” means any event or condition that
constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default. 

“Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal
to (i) the Base Rate plus (ii) the Applicable Rate applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurocurrency Rate Loan or a LIBOR Daily Loan, as applicable,
the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable
Rate plus 2% per annum. 
 “Defaulting Lender” means, subject to Section 2.17(b), any
Lender that, as determined by the Administrative Agent, (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swing Line Loans, within three
Business Days of the date required to be funded by it hereunder, (b) has notified the Borrowers, the Administrative Agent or any Lender that it does not intend to comply with its funding obligations or has made a public statement to that effect
with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the
Administrative Agent that it will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law or a Bail-In Action, (ii) had a
receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or
indicated its consent to, approval of or acquiescence in any such proceeding or appointment; 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. 
 “Delaware Divided LLC” means any Delaware LLC
which has been formed upon consummation of a Delaware LLC Division. 
 “Delaware LLC” means any limited liability company
organized or formed under the laws of the State of Delware. 
 “Delaware LLC Division” means the statutory division of any
Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act. 

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject
of any Sanction. 
 “Designation of Borrowing Subsidiary” mean a Designation of Borrowing Subsidiary executed by Verisk and
any applicable Wholly-Owned Domestic Subsidiary thereof substantially in the form of Exhibit J. 
 “Disposition” or
“Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any Property by any Person, including any sale, assignment, transfer or other disposal, with or without
recourse, of any notes or accounts receivable or any rights and claims associated therewith and including any disposition of property to a Delaware Divided LLC pursuant to a Delaware LLC Division. 

  
 10 













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

 “Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount and
(b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate
(determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency. 
 “Domestic
Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States. 

“EEA Financial Institution” means (a) any institution established in any EEA Member Country which is subject to the
supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member
Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent; 

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. 

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative
authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“Effective Date” means the first date on which all the conditions precedent in Section 4.01 are
satisfied or waived in accordance with Section 10.01; it being understood and agreed that the Effective Date occurred on May 15, 2015. 

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

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules,
judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the Release of any materials into the environment, including those
related to hazardous substances or wastes, air emissions and discharges to waste or public systems. 
 “Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Borrower, any other Loan Party or any of their respective
Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the environment, or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing. 

  
 11 













 “Environmental Lien” means a Lien in favor of any Governmental Authority
for (a) any liability under any Environmental Laws or (b) damages arising from, or costs incurred by such Governmental Authority in response to, a Release or threatened Release of any Hazardous Materials into the environment. 

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit
interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other
ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of
determination. 
 “ERISA” means the Employee Retirement Income Security Act of 1974. 

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

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrowers or
any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” (as such term is defined in Section 4001(a)(2) of ERISA) or a cessation of operations
that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrowers or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization;
(d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan;
(f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) the determination that any Pension
Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA,
other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrowers or any ERISA Affiliate. 

“ESOP” means that certain Insurance Services Office, Inc. Employee Stock Ownership Plan established by the ESOP Trust
Agreement dated January 3, 1997 as it may be amended and/or modified from time to time, in a manner approved by the Administrative Agent (such approval not to be unreasonably withheld or conditioned). 

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any
successor Person), as in effect from time to time. 
 “Euro” and “€” mean the single currency of the
Participating Member States. 
 “Eurocurrency Rate” means: 

(a)    for any Interest Period with respect to a Eurocurrency Rate Loan: 

(i)    in the case of Eurocurrency Rate Loan denominated in a LIBOR Quoted Currency, the rate per annum
equal to the London Interbank Offered Rate (“LIBOR”) or, if not 

  
 12 













 available, a comparable or successor rate, which rate is approved by the Administrative
Agent, as published by Bloomberg (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) (in such case, the “LIBOR Rate”) at or about 11:00
a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; 

(ii)     the case of any Eurocurrency Rate Loan denominated in any other Non- LIBOR Quoted Currency, the
rate designated and disclosed to Verisk in writing with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the Lenders pursuant to Section 1.08; and 

(b)     for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum
equal to LIBOR Rate, at or about 11:00 a.m., London time determined two Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day; 

provided, that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the
approved rate shall be applied in a manner consistent with market practice; provided, further, that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied
in a manner as otherwise reasonably determined by the Administrative Agent. In the event the Eurocurrency Rate as determined based upon the foregoing shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. 

“Eurocurrency Rate Loan” means a Committed Loan that bears interest at a rate based on the “Eurocurrency Rate”.
Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative Currency. All Loans denominated in Alternative Currencies must be Eurocurrency Rate Loans. 

“Eurocurrency Unavailability Period” means any period of time during which a notice delivered to the Borrowers in accordance
with Section 3.03(a) remains in full force and effect. 
 “Event of Default” has the meaning
specified in Section 8.01. 
 “Excluded Swap Obligation” means, with respect to any Guarantor,
any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the
Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an
“eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 10.20 and any other “keepwell, support or other agreement” for the benefit of such
Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or a grant by such Guarantor of a security interest, becomes effective with respect to such Swap
Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or
becomes excluded in accordance with the first sentence of this definition. 
 “Excluded Taxes” means any of the following
Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each
case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case 

  
 13 













 of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or
Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 10.13) or
(ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such
Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with
Section 3.01(e) or (d) any U.S. federal withholding Taxes imposed pursuant to FATCA. 
 “Existing
Credit Agreement” has the meaning specified in the introductory paragraphs hereto. 
 “Facility” has the meaning
specified in the introductory paragraphs hereto. 
 “FASB ASC” means the Accounting Standards Codification of the Financial
Accounting Standards Board. 
 “FATCA” means Sections 1471 through 1474 of the Code, as of the date hereof (or any amended
or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the
Code, any applicable intergovernmental agreements with respect thereto, and related legislation, official administrative regulations or practices with respect thereto. 

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

“Fee Letter” means that certain letter agreement, dated as of July 8, 2019, by and among Verisk, the Arranger and the
Administrative Agent. 
 “Fitch” means Fitch Ratings, Inc. and any successor to its rating agency business. 

“Foreign Lender” (a) if any Borrower is a U.S. Person, a Lender that is not a U.S. Person and (b) if any Borrower is not
a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which such Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of
Columbia shall be deemed to constitute a single jurisdiction. 
 “Fourth Amendment Effective Date” means August 15, 2019.

 “FRB” means the Board of Governors of the Federal Reserve System of the United States. 

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting
Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other 

  
 14 













 Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the Swing
Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in
accordance with the terms hereof. 
 “Fund” means any Person (other than a natural person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. 

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of
the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. 

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining
to government (including any supra-national bodies such as the European Union or the European Central Bank). 
 “Guarantee”
means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other
obligation, (ii) to purchase or lease Property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation,
(iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation,
or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or
in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of
any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such
Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

 “Guaranteed Hedge Agreement” means any Swap Contract permitted under Article VI or VII that is entered
into by and between the Borrower and any Hedge Bank. 
 “Guarantors” means, collectively, (a) any guarantors added
pursuant to the terms, conditions, and provisions of Section 6.12; and (b) with respect to (i) the payment and performance by each Specified Loan Party, if any, of its obligations under its Guaranty with respect
to Swap Obligations and (ii) any Borrowing Subsidiary Obligations, Verisk. 

  
 15 













 “Guaranty” means the Continuing Guaranty made by the Guarantors in favor of
the Administrative Agent and the Lenders, substantially in the form of Exhibit F, as such Guaranty may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented. 

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes
or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law. 
 “Hedge Bank” means any Person that, at the time it enters into a Swap Contract permitted under
Article VI or VII, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Swap Contract. 

“Impacted Loans” has the meaning specified in Section 3.03(a). 

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not
included as indebtedness or liabilities in accordance with GAAP: 
 (a)    all obligations of such
Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; 

(b)    all direct or contingent obligations of such Person arising under letters of credit (including
standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; 

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

(d)    all obligations of such Person to pay the deferred purchase price of Property or services (other
than obligations to pay the earn out portion of the purchase price for Permitted Acquisitions and trade accounts payable in the ordinary course of business); 

(e)    indebtedness (excluding prepaid interest thereon) secured by a Lien on Property owned or being
purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; 

(f)    Capitalized Leases and Synthetic Lease Obligations; 

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

(h)    all Guarantees of such Person in respect of any of the foregoing (specifically excluding, with
respect to Indebtedness of the Borrowers and their respective Subsidiaries, any guarantees, endorsements or other contingent obligations owing to or for the benefit of the ESOP). 

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint
venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap
Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capitalized Leases or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect
thereof as of such date. 

  
 16 













 “Indemnified Taxes” means (a) Taxes, other than Excluded Taxes,
imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in the foregoing clause (a), Other Taxes. 

“Indemnitees” has the meaning specified in Section 10.04(b). 

“Information” has the meaning specified in Section 10.07. 

“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan or a LIBOR Daily Loan, the last day of
each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning
of such Interest Period shall also be Interest Payment Dates and (b) as to any Base Rate Loan (including a Swing Line Loan) or any LIBOR Daily Loan, the last Business Day of each March, June, September and December and the Maturity Date. 

“Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is
disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the applicable Borrower in a Committed Loan Notice or such other period that is 12 months if consented
to by all the Lenders; provided, that: 
 (a)    any Interest Period that would otherwise end on
a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; 

(b)    any Interest Period that begins on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and 

(c)    no Interest Period shall extend beyond the Maturity Date. 

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of
(a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity
participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other
acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for
subsequent increases or decreases in the value of such Investment. 
 “IRS” means the United States Internal Revenue
Service. 
 “ISO” has the meaning specified in the introductory paragraphs hereto. 

  
 17 













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

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

“Joinder” means a joinder entered into by an Eligible Assignee (with the consent of any party whose consent is required by
Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E-3 or any other form approved by the Administrative Agent. 

“Judgment Currency” has the meaning specified in Section 10.23. 

“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, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. 

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

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

“Lender” has the meaning specified in the introductory paragraphs hereto and, as the context requires, includes the Swing
Line Lender. 
 “Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such
Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify Verisk and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such
Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office. 

  
 18 













 “Letter of Credit” means any standby letter of credit issued hereunder. A
Letter of Credit may not be a commercial letter of credit. Letters of Credit may be issued in Dollars or in an Alternative Currency. 

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the
form from time to time in use by the L/C Issuer. 
 “Letter of Credit Expiration Date” means the day that is seven days
prior to the Maturity Date then in effect (or, if such day is not a Business Day, the Letter of Credit Expiration Date shall be the next preceding Business Day). 

“Letter of Credit Fee” has the meaning specified in Section 2.03(h). 

“Letter of Credit Sublimit” means an amount equal to $25,000,000. The Letter of Credit Sublimit is part of, and not in
addition to, the Aggregate Commitments. 
 “LIBOR” has the meaning specified in the definition of “Eurocurrency
Rate”. 
 “LIBOR Daily Floating Rate” means, for any day, a fluctuating rate of interest per annum, which can
change on each Business Day, equal to the LIBOR Screen Rate at or about 11:00 a.m., London time on such Business Day, for Dollar deposits with a term equivalent to a one (1) month term beginning on that date; provided that: (a) if
such rate is not available at such time for any reason, then the “LIBOR Daily Floating Rate” for such Interest Period shall be determined by such alternate method as reasonably selected by the Administrative Agent and (b) to the
extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market
practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. In the event the LIBOR Daily Floating Rate as determined based
upon the foregoing shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. 
 “LIBOR Daily
Loan” means a Loan bearing interest at a rate based on the LIBOR Daily Floating Rate. All LIBOR Daily Loans shall be denominated in Dollars. 

“LIBOR Quoted Currency” means Dollars, Euros, Sterling and any other Alternative Currency for which there is a published
LIBOR rate, in each case as long as there is a published LIBOR rate with respect thereto. 
 “LIBOR Rate” has the meaning
specified in the definition of “Eurocurrency Rate”. 
 “LIBOR Screen Rate” means the LIBOR quote on the
applicable screen page the Administrative Agent designates to determine LIBOR (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time). 

“LIBOR Successor Rate” has the meaning specified in Section 3.07. 

“LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to
the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, as mutually agreed between the Administrative Agent and Verisk, to
reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that 

  
 19 













 adoption of any portion of such market practice is not administratively feasible or that no market practice
for the administration of such LIBOR Successor Rate exists, in such other manner of administration as mutually agreed between the Administrative Agent and Verisk). 

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

“Loan” means an extension of credit by a Lender to any Borrower under Article II in the form of a Committed Loan
(including any LIBOR Daily Loan) or a Swing Line Loan. 
 “Loan Documents” means this Agreement, each Note, each Issuer
Document, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.16, the Fee Letter, and the Guaranty. 

“Loan Parties” means, collectively, the Borrowers and each Guarantor, if any. 

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London
interbank Eurodollar market. 
 “Material Adverse Effect” means a material adverse effect upon (a) the business,
assets, condition (financial or otherwise), performance, properties or operations of Verisk and its direct and indirect consolidated Subsidiaries, taken as a whole, (b) the ability of the Borrowers to perform their material obligations and
duties under the Loan Documents, or (c) the ability of the Administrative Agent to enforce the Obligations or to make use of any of the remedies available to the Administrative Agent under the terms, conditions and provisions of this Agreement
or any of the other Loan Documents. 
 “Material Domestic Subsidiary” means any Domestic Subsidiary which contributed more
than 10% of Consolidated EBITDA of Verisk and its direct and indirect Subsidiaries for the most recently ended four fiscal quarter period. 

“Maturity Date” means the fifth anniversary of the Fourth Amendment Effective Date; provided, however, that if
such date is not a Business Day, the Maturity Date shall be the next preceding Business Day. 
 “Moody’s” means
Moody’s Investors Service, Inc. and any successor to its rating agency business. 
 “Multiemployer Plan” means any
employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make
contributions. 
 “Non-LIBOR Quoted Currency” means any currency other than a LIBOR Quoted Currency. 

“Note” means a promissory note made by the Borrowers, in favor of a Lender evidencing Loans made by such Lender,
substantially in the form of Exhibit C. 
 “Notice of Loan Prepayment” means a notice of prepayment with respect to
a Loan, which notice shall be substantially in the form of Exhibit G or such other form as may be approved by the Administrative 

  
 20 













 Agent (including any form on an electronic platform or electronic transmission system which form, platform
and system shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer. 

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising
under any Loan Document or otherwise with respect to any Loan or Letter of Credit or Guaranteed Hedge Agreement, in each case, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now
existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided that the “Obligations” shall exclude any Excluded Swap Obligations. 

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury. 

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and
the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or
organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement,
instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles
of formation or organization of such entity. 
 “Original Credit Agreement” has the meaning specified in the introductory
paragraphs hereto. “Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising
from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document,
or sold or assigned an interest in any Loan or Loan Document). 
 “Other Taxes” means all present or future stamp, court or
documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise
with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06 hereof). 

“Outstanding Amount” means (a) with respect to Committed Loans and Swing Line Loans on any date, the Dollar Equivalent
amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans and Swing Line Loans, as the case may be, occurring on such date and (b) with respect to any L/C
Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of
the L/C Obligations as of such date, including as a result of any reimbursements by the applicable Borrower of Unreimbursed Amounts. 

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the
Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the 

  
 21 













 
L/C Issuer or the Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation and (b) with respect to any amount denominated in an Alternative
Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a
branch or Affiliate of Bank of America in the applicable offshore interbank market for such currency to major banks in such interbank market. 

“Participant” has the meaning specified in Section 10.06(d). 

“Participant Register” has the meaning specified in Section 10.06(d). 

“Participating Member State” means any member state of the European Union that has the Euro as its lawful currency in
accordance with legislation of the European Union relating to Economic and Monetary Union. 
 “Patriot Act” has the meaning
specified in Section 10.18. 
 “PBGC” means the Pension Benefit Guaranty Corporation. “Pension Act”
means the Pension Protection Act of 2006. 
 “Pension Funding Rules” means the rules of the Code and ERISA regarding
minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of
ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA. 

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is
maintained or is contributed to by any Borrower or any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code. 

“Permitted Acquisition” means any merger, consolidation, or acquisition with or of any Person which complies with each of the
following terms and conditions: 
 (a)    said Person must be in a line of business similar to those in
which the Borrowers and their Subsidiaries are engaged as of the date hereof, or any related line of business, or a line of business which is reasonably complimentary or incidental thereto; and 

(b)    no Default or Event of Default shall exist at the time of, or shall result or be caused by, such
merger, consolidation, or acquisition; and 
 (c)    (i) all of the financial covenants set forth in
Section 7.08 must be complied with on a pro forma combined basis for the then current period and (ii) if, on a pro forma basis, the Person the subject of such merger, consolidation or acquisition constitutes a Material Domestic
Subsidiary, then as evidence of such compliance, Verisk shall have first delivered to the Administrative Agent a written certificate signed by a Responsible Officer showing, in reasonable detail, the calculation of the
pro-forma Consolidated Funded Debt Leverage Ratio of Verisk and its direct and indirect Subsidiaries on a consolidated basis, after giving effect to such merger, consolidation, or acquisition; and 

  
 22 













 (d)    in the event a Borrower is not the surviving
Person, the surviving Person shall be a domestic Person that expressly assumes, by a written agreement satisfactory in form and substance to the Administrative Agent (which agreement may require, in connection with such assumption, the delivery of
such opinions of counsel (who may be in-house counsel) as the Administrative Agent may reasonably require), the obligations of the acquired Borrower(s) under the Loan Documents, including, without limitation,
all covenants contained therein, and such successor or acquiring Person shall succeed to and be substituted for such Borrower(s) with the same effect as if it had been named herein as a party hereto, provided, however, that no such
sale shall release any Borrower from its obligations and liabilities under this Agreement or any of the other Loan Documents unless such sale is followed by the complete liquidation of such Borrower and substantially all the assets of such Borrower
immediately following such sale are distributed to the successor or acquiring Person in such liquidation. 
 “Permitted Subsidiary
Acquisition Indebtedness” means Indebtedness of any Subsidiary of a Borrower which is: 

(a)    owed by any Person at the time (i) such Person becomes a Subsidiary of or is merged with or
into a Borrower or a Subsidiary of a Borrower or (ii) a Subsidiary acquires any Property from such Person and which Indebtedness is expressly assumed by such Subsidiary at the time of such acquisition; provided that (A) such
Indebtedness was not created, incurred, or assumed by such Person or such Subsidiary in contemplation of any Permitted Acquisition, (B) in the event such Indebtedness shall be Guaranteed, such Guarantee shall be unsecured and shall be given by
a Borrower, and (C) the principal amount of such Indebtedness shall not be increased at any time after it is first acquired or assumed, as applicable, or 

(b)    incurred by such Subsidiary to finance or to refinance a Permitted Acquisition; provided that
(i) such Indebtedness shall be incurred substantially simultaneously with the consummation of such Permitted Acquisition, (ii) the principal amount of such Indebtedness incurred in connection with such Permitted Acquisition shall not be
increased at any time after it is first incurred, (iii) the principal amount of such Indebtedness (together with any accrued interest thereon and closing costs relating thereto) shall at no time exceed 100% of the original purchase price of
such Permitted Acquisition, and (iv) in the event such Indebtedness shall be Guaranteed, such Guarantee shall be unsecured and shall be given by a Borrower. 

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity. 
 “Plan” means any employee benefit plan within the meaning of
Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Borrowers or any ERISA Affiliate or any such Plan to which any Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees. 

“Platform” has the meaning specified in Section 6.02. 

“Prime Rate” means 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, 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. 

  
 23 













 “Priority Indebtedness” means, at any time, the sum (without duplication)
of (a) all Indebtedness (other than Indebtedness of the type specified in clauses (b) and (c) of the definition of Indebtedness, or any Guarantee insofar as it relates to such types of Indebtedness) of the Borrowers secured
by Liens not otherwise permitted by Sections 7.01(a), (b), (c), and (e) through (k), inclusive, plus (b) all Indebtedness of the Borrowers’ Subsidiaries that are not Guarantors owed to any
Person other than to a Borrower or to a Wholly-Owned Subsidiary, other than any Permitted Subsidiary Acquisition Indebtedness. 

“Property” or “Properties” means any real or personal property, plant, building, facility, structure,
underground storage tank, equipment or unit, or other asset owned, leased or operated by any Borrower and/or any of its respective Subsidiaries. 

“Public Debt Rating” means, as of any date, the rating that has been most recently announced by either S&P, Moody’s
or Fitch, as the case may be, for any class of non-credit enhanced long-term senior unsecured debt issued by Verisk or, if any such rating agency shall have issued more than one such rating, the lowest such
rating issued by such rating agency. For purposes of the foregoing, (a) if only one of S&P, Moody’s and Fitch shall have in effect a Public Debt Rating, the Applicable Margin shall be determined by reference to the available rating;
(b) if none of S&P, Moody’s or Fitch shall have in effect a Public Debt Rating, the Applicable Margin will be set in accordance with Pricing Level 5 above; (c) if the ratings established by S&P, Moody’s and Fitch
shall fall within different levels, the Applicable Margin shall be based upon the ratings of the two of the agencies that fall within the same level unless each agency’s ratings is at a separate level, in which case the applicable level will be
deemed to be the middle level; (d) if any rating established by S&P, Moody’s or Fitch shall be changed, such change shall be effective as of the date on which such change is first announced publicly by the rating agency making such
change; and (e) if S&P, Moody’s or Fitch shall change the basis on which ratings are established, each reference to the Public Debt Rating announced by S&P, Moody’s or Fitch, as the case may be, shall refer to the then
equivalent rating by S&P, Moody’s or Fitch, as the case may be. 
 “Public Lender” has the meaning specified in
Section 6.02. 
 “QFC Credit Support” has the meaning specified in Section 10.24. 

“Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at
such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange
Act. 
 “Recipient” means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be
made by or on account of any obligation of any Loan Party hereunder. 
 “Register” has the meaning specified in
Section 10.06(c). 
 “Related Parties” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates. 

“Release” means release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or
migration into the indoor or outdoor environment or into or out of any Property, including the movement of Hazardous Materials through or in the air, soil, surface water, groundwater or real property. 

  
 24 













 “Reportable Event” means any of the events set forth in
Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived. 
 “Request for Credit
Extension” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a
Swing Line Loan, a Swing Line Loan Notice. 
 “Required Lenders” means, as of any date of determination, Lenders having
more than 50% of the Aggregate Commitments or, if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, Lenders holding
in the aggregate more than 50% of the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes
of this definition); provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. 

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

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to
any capital stock or other Equity Interest of Verisk, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any such capital stock or other Equity Interest, or on account of any return of capital to Verisk’s stockholders, partners or members (or the equivalent Person thereof). 

“Revaluation Date” means, (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a
Eurocurrency Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to Section 2.02, and (iii) such additional
dates as the Administrative Agent shall reasonably determine or the Required Lenders shall reasonably require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated
in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the L/C Issuer under any
Letter of Credit denominated in an Alternative Currency, and (iv) such additional dates as the Administrative Agent or the L/C Issuer shall determine or the Required Lenders shall require. 

“S&P” means Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC
business, and any successor to its rating agency business. 
 “Same Day Funds” means (a) with respect to disbursements
and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the L/C Issuer, as the case may be,
to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency. 

  
 25 













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

“Scheduled Unavailability Date” has the meaning specified in Section 3.07(b). 

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal
functions. 
 “Securities Act” has the meaning specified in Section 4.03(c). 

“Special Notice Currency” means at any time an Alternative Currency, other than the currency of a country (a) that is a
member of the Organization for Economic Cooperation and Development at such time and (b) is located in North America or Europe. 

“Specified Loan Party” means any Loan Party that is not an “eligible contract participant” under the Commodity
Exchange Act (determined prior to giving effect to Section 10.20). 
 “Spot Rate” for a currency
means the rate determined by the Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its
principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the L/C Issuer may obtain
such spot rate from another financial institution designated by the Administrative Agent or the L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and
provided further that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency. 

“Sterling” and “£” mean the lawful currency of the United Kingdom. 

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

“Supported QFC” has the meaning specified in Section 10.24. 

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate
transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions,
interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options to enter into any of the 

  
 26 













 
foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are
subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such
master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement. 

“Swap Obligations” means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or
transaction that constitutes a “swap” within the meaning of Section 1 a(47) of the Commodity Exchange Act. 

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any
legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and
(b) for any date prior to the date referenced in the foregoing clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available
quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). 

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04. 

“Swing Line Lender” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender
hereunder. 
 “Swing Line Loan” has the meaning specified in Section 2.04(a). All Swing Line
Loans shall be denominated in Dollars. 
 “Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to
Section 2.04(b), which shall be substantially in the form of Exhibit B or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system which
form, platform and system shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower. 

“Swing Line Sublimit” means an amount equal to the lesser of (a) $50,000,000 and (b) the Aggregate Commitments. The
Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments. 
 “Synthetic Lease Obligation” means
the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such
Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment). 

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding),
assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations. 

  
 27 













 “Type” means, with respect to a Committed Loan, its character as a Base
Rate Loan, LIBOR Daily Loan or a Eurocurrency Rate Loan. 
 “Verisk” has the meaning specified in the introductory
paragraphs hereto. 
 “United States” and “U.S.” mean the United States of America. 

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i). 

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of
the Code. 
 “U.S. Special Resolution Regimes” has the meaning specified in Section 10.24. 

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III). 

“Wholly-Owned” means, with respect to any Subsidiary or Subsidiaries of Verisk, that all of the Equity Interests (other than
directors’ qualifying shares but not in excess of the minimum number of shares necessary to satisfy local ownership legal requirements) of such Subsidiary or Subsidiaries is/are, at the time as of which any such determination is being made,
owned by Verisk, either directly or through any other Wholly-Owned Subsidiary or Wholly-Owned Subsidiaries. 
 “Write-Down and
Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which
write-down and conversion powers are described in the EU Bail-In Legislation Schedule. 
 1.02    Other
Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: 

(a)    The definitions of terms herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be
followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any
definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns,
(iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in
its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan
Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless
otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and
to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 

  
 28 













 (b)    In the computation of periods of time from a
specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word
“through” means “to and including.” 
 (c)    Section headings herein
and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. 

1.03    Accounting Terms. 

(a)    Generally. All accounting terms not specifically or completely defined herein shall be construed in
conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from
time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any
covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrowers and their Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825
on financial liabilities shall be disregarded. 
 (b)    Changes in GAAP. If at any time any change in GAAP would
affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Verisk or the Required Lenders shall so request, the Administrative Agent, the Lenders and Verisk shall negotiate in good faith to amend such
ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed
in accordance with GAAP prior to such change therein and (ii) Verisk shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting
forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for as Consolidated Funded
Indebtedness on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable
amendment addressing such changes, as provided for above. For the avoidance of doubt, operating leases will not be included as Consolidated Funded Indebtedness. 

(c)    Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of
Verisk and its direct and indirect Subsidiaries or to the determination of any amount for Verisk and its direct and indirect Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable
interest entity that Verisk is required to consolidate pursuant to FASB Interpretation No. 46 – Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a
Subsidiary as defined herein. 
 1.04    Rounding. Any financial ratios
required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed
herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). 

1.05    Times of Day. Unless otherwise specified, all references herein to times
of day shall be references to Eastern time (daylight or standard, as applicable). 

  
 29 













 1.06    Letter of Credit
Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with
respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar
Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. 

1.07    Interpretation and Construction of Exceptions/Carveouts to Article VII Negative Covenants. 

In connection with the exceptions/carveouts to the negative covenants set forth and described in Article VII, each such
exception/carveout shall be available as described therein independent of, and separate, distinct, and apart from, any other such exceptions/carveouts, including, without limitation, any other exceptions/carveouts expressly set forth and described
within the same section of such Article VII. Any and all such exceptions/carveouts which make reference to an aggregate dollar amount (i.e., a “basket”) shall be deemed to refer to the aggregate dollar amount which the Lenders will
permit the Borrowers and their Subsidiaries to incur or to have incurred and to permit to remain outstanding subsequent to the date hereof, however, such aggregate dollar amount (i.e., a “basket”) shall be deemed to be inclusive
of, and not in addition to, the aggregate dollar amount of each such exception/carveout which may have been previously incurred and which is currently outstanding as of the date hereof. 

1.08    Additional Alternative Currencies. 

(a)    The Borrowers and their Subsidiaries may from time to time request that Eurocurrency Rate Loans be made and/or
Letters of Credit be issued in a currency other than those specifically listed in the definition of “LIBOR Quoted Currency” or “Non-LIBOR Quoted Currency”; provided that such requested currency is a lawful currency (other than
Dollars) that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to the making of Eurocurrency Rate Loans, such request shall be subject to the approval of the Administrative Agent
and each Lender; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer. 

(b)    Any such request shall be made to the Administrative Agent not later than 11:00 a.m., 20 Business Days prior to the
date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the L/C Issuer, in its sole and absolute discretion). In the case of
any such request pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C
Issuer of such request. Each Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) or the L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00
a.m., ten Business Days after receipt of such request whether it consents, in its sole and absolute discretion, to the making of Eurocurrency Rate Loans or the issuance of Letters of Credit, as the case may be, in such requested currency. 

(c)    Any failure by a Lender or the L/C Issuer, as the case may be, to respond to such request within the time period
specified in the preceding sentence shall be deemed to be a refusal by such Lender or the L/C Issuer, as the case may be, to permit Eurocurrency Rate Loans to be made or Letters of Credit to be issued in such requested currency. If the
Administrative Agent and all the Lenders consent to making Eurocurrency Rate Loans in such requested currency and the Administrative Agent and such Lenders reasonably determine that a Eurocurrency Rate is available to be used for such requested
currency, the 

  
 30 













 
Administrative Agent shall so notify the Borrowers and (i) the Administrative Agent, such Lenders and the Borrowers may amend the definition of Eurocurrency Rate for any Non-LIBOR Quoted
Currency to the extent necessary to add the applicable Eurocurrency Rate for such currency and (ii) to the extent the definition of Eurocurrency Rate reflects the appropriate interest rate for such currency or has been amended to reflect the
appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be a LIBOR Quoted Currency or a Non-LIBOR Quoted Currency, as applicable, for purposes of any Borrowings of Eurocurrency Rate Loans. If the
Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers and (A) the Administrative Agent, the L/C Issuer and the Borrowers may amend
the definition of Eurocurrency Rate for any Non-LIBOR Quoted Currency to the extent necessary to add the applicable Eurocurrency Rate for such currency and (B) to the extent the definition of Eurocurrency Rate reflects the appropriate interest
rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be a LIBOR Quoted Currency or a Non-LIBOR Quoted Currency, as applicable, for purposes of any
Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.08, the Administrative Agent shall promptly so notify the Borrowers. 

1.09    Exchange Rates; Currency Equivalents. 

(a)    The Administrative Agent or the L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation
Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in
converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Borrowers hereunder or calculating financial covenants hereunder or except as otherwise
provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the L/C Issuer, as applicable. 

(b)    Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency
Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an
Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.50 of a unit being rounded upward), as reasonably determined by the
Administrative Agent or the L/C Issuer, as the case may be. 
 (c)    The Administrative Agent does not warrant, nor
accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate Loan” or “LIBOR Daily
Loan” or with respect to any comparable or successor rate thereto. 
 ARTICLE II. 

THE COMMITMENTS AND CREDIT EXTENSIONS 

2.01    Committed Loans. Subject to the terms and conditions set forth herein, each Lender severally
agrees to make loans in US Dollars and one or more Alternative Currencies (hereinafter each such loan shall be referred to as a “Committed Loan”) to any Borrower from time to time, on any Business Day during the Availability Period,
in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the
Aggregate Commitments, and (ii) the aggregate Outstanding 

  
 31 













 
Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable
Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under
this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans, LIBOR Daily Loans or Eurocurrency Rate Loans,
as further provided herein. 
 2.02    Borrowings, Conversions and Continuations of Committed Loans. 

(a)    Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of
Eurocurrency Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by (x) telephone or (y) a Committed Loan Notice; provided that any telephonic notice must
be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested
date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Committed Loans, (ii) on the requested date of any
Borrowing of Base Rate Committed Loans or LIBOR Daily Loans and (iii) four Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in any Alternative Currency (or five Business Days in
the case of a Special Notice Currency); provided, however, that if the applicable Borrower wishes to request Eurocurrency Rate Loans having an Interest Period more 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. (i) four Business Days prior to the requested date of such Borrowing, conversion or continuation of
Eurocurrency Rate Loans denominated in Dollars, or (ii) five Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in any Alternative Currency, whereupon the
Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. In the case of a request pursuant to the proviso in the preceding sentence, not later than
11:00 a.m. (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars or (ii) four Business Days prior to the requested date of such Borrowing,
conversion or continuation of Eurocurrency Rate Loans denominated in any Alternative Currency, the Administrative Agent shall notify the applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been
consented to by all the Lenders. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans and LIBOR Daily Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided
in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify
(i) whether the applicable Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to
be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the applicable Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the applicable Borrower fails to give a timely
notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Loans
denominated in an Alternative Currency, such Loans shall instead be continued as Eurocurrency Rate Loans in such Alternative Currency with an Interest Period of one month. Any such automatic conversion to Base Rate Loans (or Eurocurrency Rate Loans
with an Interest Period of one month) shall be effective as of the 

  
 32 













 
last day of the Interest Period then in effect with respect to the applicable existing Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation
of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan denominated in a
different currency. 
 (b)    Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly
notify (but in any event on the same Business Day the Administrative Agent receives such Committed Loan Notice) each Lender of the amount (and currency) of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a
conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans denominated in an Alternative Currency, in
each case as described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for
the applicable currency not later than (i) 1:00 p.m. in the case of any Loan denominated in Dollars or (ii) the Applicable Time specified by the Administrative Agent in the case of any Loan denominated in an Alternative Currency, in each case
on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02, the Administrative Agent shall make all funds so received available to the
applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the applicable Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in
each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the applicable Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing
is given by the applicable Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the
applicable Borrower as provided above. 
 (c)    Except as otherwise provided herein, a Eurocurrency Rate Loan may be
continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or, if such Loan is denominated in Dollars, continued as Eurocurrency
Rate Loans or LIBOR Daily Loans, without the consent of the Required Lenders. During the existence of an Event of Default, Eurocurrency Rate Loans denominated in an Alternative Currency may be maintained and at the end of the Interest Period with
respect thereto shall automatically be continued as Eurocurrency Rate Loans in such Alternative Currency with an Interest Period of one month. 

(d)    The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any
Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrowers and the Lenders of any change in the Prime Rate promptly
following the public announcement of such change. 
 (e)    After giving effect to all Committed Borrowings, all
conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans. 

  
 33 













 2.03    Letters of Credit. 

(a)    The Letter of Credit Commitment. 

(i)    Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance
upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit
denominated in Dollars or in one or more Alternative Currencies for the account of any Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and
(2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of any Borrower or its their Subsidiaries and any drawings thereunder; provided, that
after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount of the Committed Loans of any Lender,
plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s
Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by such
Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the applicable Borrower’s ability
to obtain Letters of Credit shall be fully revolving, and accordingly the applicable Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. 

(ii)    The L/C Issuer shall not issue any Letter of Credit, if: 

(A)    subject to Section 2.03(b)(iii), the expiry date of such requested Letter
of Credit would occur more than 12 months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or 

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

(B)    the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer
applicable to letters of credit generally; 
 (C)    except as otherwise agreed by the Administrative
Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than $10,000; 

  
 34 













 (D)    except as otherwise agreed by the Administrative
Agent and the L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; 

(E)    such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after
any drawing thereunder; 
 (F)    any Lender is at that time a Defaulting Lender, unless the L/C Issuer
has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the applicable Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure
(after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has
actual or potential Fronting Exposure, as it may elect in its sole discretion; or 
 (G)    the L/C
Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency. 

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

(b)    Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. 

(i)    Each Letter of Credit shall be issued or amended, as the case may be, upon the request of a Borrower
delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of such Borrower. Such Letter of Credit Application must be received by
the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the
proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the
proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof (and in the absence of specification of currency shall be deemed to be a request for a Letter of Credit denominated in
Dollars); (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing 

  
 35 













 
thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and
(H) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (A) the
Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require. Additionally, such Borrower
shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may
require. 
 (ii)    Promptly after receipt of any Letter of Credit Application, the L/C Issuer will
confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the applicable Borrower and, if not, the L/C Issuer will provide the Administrative Agent
with a copy thereof. Unless the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit,
that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of a Borrower
(or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times
the amount of such Letter of Credit. 
 (iii)    If the applicable Borrower so requests in any applicable
Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (hereinafter each referred to as an “Auto-Extension Letter of
Credit”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each 12-month period (commencing with the date of issuance of such Letter of Credit) by giving
prior notice to the beneficiary thereof not later than a day (hereinafter referred to as the “Non-Extension Notice Date”) in each such 12-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise
directed by the L/C Issuer, the applicable Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized
(but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such
extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of
clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-
Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or any Borrower that one or more of the applicable conditions
specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension. 

(iv)    Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an
advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. 

  
 36 













 (c)    Drawings and Reimbursements; Funding of Participations.

 (i)    Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such
Letter of Credit, the L/C Issuer shall notify the applicable Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the applicable Borrower shall reimburse the L/C Issuer in such
Alternative Currency, unless (A) the L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the applicable
Borrower shall have notified the L/C Issuer promptly following receipt of the notice of drawing that such Borrower will reimburse the L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit
denominated in an Alternative Currency, the L/C Issuer shall notify the applicable Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the date of any payment by
the L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor
Date”), the applicable Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency. In the event that (A) a drawing denominated in an
Alternative Currency is to be reimbursed in Dollars pursuant to the second sentence in this Section 2.03(c)(i) and (B) the Dollar amount paid by the applicable Borrower, whether on the Honor Date (as a result of an
error in calculating the Dollar amount to be paid by the applicable Borrower, but in any event, not as a result of any intraday fluctuation in a currency exchange rate) or after the Honor Date, shall not be adequate on the date of that payment to
purchase in accordance with normal banking procedures a sum denominated in the Alternative Currency equal to the drawing, such Borrower agrees, as a separate and independent obligation, to reimburse the L/C Issuer for the loss incurred by the L/C
Issuer resulting from its inability on that date to purchase the Alternative Currency in the full amount of the drawing. If the applicable Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify
each Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (hereinafter referred to as the
“Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In such event, the applicable Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the
Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized
portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this
Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 

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

  
 37 













 (iii)     With respect to any Unreimbursed Amount that
is not fully refinanced by a Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from
the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each
Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C
Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. 

(iv)    Until each Lender funds its Committed Loan or L/C Advance pursuant to this
Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.

 (v)    Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse the L/C
Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim,
recoupment, defense or other right which such Lender may have against the L/C Issuer, the Borrowers or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or
condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth
in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the L/C
Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. 

(vi)    If any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer
any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled to recover
from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per
annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and
fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer
submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (c)(vi) shall be conclusive absent manifest error. 

(d)    Repayment of Participations. 

(i)    At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from
any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related
Unreimbursed Amount or interest thereon (whether 

  
 38 













 
directly from a Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable
Percentage thereof in Dollars and in the same funds as those received by the Administrative Agent. 

(ii)    If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to
Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each
Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such
Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under this clause (d)(ii) shall survive the payment in full of the Obligations and the termination of this
Agreement. 
 (e)    Obligations Absolute. The obligation of the applicable Borrower to reimburse the L/C Issuer
for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the
following: 
 (i)    any lack of validity or enforceability of such Letter of Credit, this Agreement, or
any other Loan Document; 
 (ii)    the existence of any claim, counterclaim, setoff, defense or other
right that such Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other
Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; 

(iii)    any draft, demand, certificate or other document presented under such Letter of Credit proving to
be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such
Letter of Credit; 
 (iv)    any payment by the L/C Issuer under such Letter of Credit against
presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy,
debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under
any Debtor Relief Law; 
 (v)    any adverse change in the relevant exchange rates or in the availability
of the relevant Alternative Currency to such Borrower or any Subsidiary or in the relevant currency markets generally; 

(vi)    waiver by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and
not the protection of Verisk or any waiver by the L/C Issuer which does not in fact materially prejudice Verisk; 

(vii)    honor of a demand for payment presented electronically even if such Letter of Credit requires that
demand be in the form of a draft; 

  
 39 













 (viii)    any payment made by the L/C Issuer in respect
of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit if presentation after such date is authorized by the ISP; or 

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

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

(g)    Applicability of ISP and UCP. Unless otherwise expressly agreed by the L/C Issuer and the applicable
Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the
International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit. 

  
 40 













 (h)    Letter of Credit Fees. The applicable Borrower shall pay
to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage a Letter of Credit fee (hereinafter referred to as the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable
Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be
determined in accordance with Section 1.06. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to
occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily
amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary
contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate. 

(i)    Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The applicable Borrower
shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum specified in the Fee Letter, computed on the Dollar Equivalent of the daily amount available to be drawn under such
Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion
thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount
available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, the applicable Borrower shall pay directly to the L/C Issuer for its
own account, in Dollars, the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and
standard costs and charges are due and payable on demand and are nonrefundable. 
 (j)    Conflict with Issuer
Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control. 

(k)    Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding
hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the applicable Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit. Each Borrower hereby
acknowledges that the issuance of Letters of Credit for the account of its Subsidiaries inures to the benefit of such Borrower, and that such Borrower’s business derives substantial benefits from the businesses of such Subsidiaries. 

2.04    Swing Line Loans. 

(a)    The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, such
agreement being made in reliance upon the agreements of the other Lenders set forth in this Section 2.04, to make loans (hereinafter each such loan shall be referred to as a “Swing Line Loan”) to the
Borrowers (in Dollars only) from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans,
when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that
(x) after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, 

  
 41 













 
(ii)    the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C
Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment and (iii) the aggregate Commitment of the Swing Line Lender shall not be exceeded
as a result of such Swing Line Loan, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (z) the Swing Line Lender shall not be under any obligation to make any Swing Line
Loan if it shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and
conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be, at the
election of the applicable Borrower, either a Base Rate Loan or a LIBOR Daily Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line
Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. 

(b)    Borrowing Procedures. Each Swing Line Borrowing shall be made upon the applicable Borrower’s
irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (1) telephone or (2) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line
Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify
(i) the amount to be borrowed, which shall be a minimum of $1,000,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line
Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in
writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line
Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the
applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make
the amount of its Swing Line Loan available to such Borrower. 
 (c)    Refinancing of Swing Line Loans. 

(i)    The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the
applicable Borrower (which hereby irrevocably authorize the Swing Line Lender to so request on their behalf), that each Lender make a Base Rate Committed Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line
Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard
to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line
Lender shall furnish the applicable Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount
specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the
Swing Line Lender at the Administrative 

  
 42 













 
Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes
funds available shall be deemed to have made a Base Rate Committed Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender. 

(ii)    If for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in
accordance with Section 2.04(c)(i), the request for Base Rate Committed Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its
risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of
such participation. 
 (iii)    If any Lender fails to make available to the Administrative Agent for the
account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing
Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately
available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative,
processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan
included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts
owing under this clause (c)(iii) shall be conclusive absent manifest error. 
 (iv)    Each
Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or
continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this
Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the applicable Borrower to repay
Swing Line Loans, together with interest as provided herein. 
 (d)    Repayment of Participations. 

(i)    At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if
the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Swing Line Lender. 

(ii)    If any payment received by the Swing Line Lender in respect of principal or interest on any Swing
Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each
Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from 

  
 43 













 
the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line
Lender. The obligations of the Lenders under this clause (d)(ii) shall survive the payment in full of the Obligations and the termination of this Agreement. 

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

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

 (a)    Optional. 

(i)    Each applicable Borrower may, upon notice to the Administrative Agent pursuant to delivery to the
Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative
Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in
Alternative Currencies and (3) on the date of prepayment of Base Rate Committed Loans or LIBOR Daily Loans; (B) any prepayment of Eurocurrency Rate Loans or LIBOR Daily Loans shall be in a principal amount of $5,000,000 or a whole multiple
of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof
then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative
Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrower, such 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 Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts
required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

 (ii)    Any applicable Borrower may, upon notice to the Swing Line Lender pursuant to delivery to the
Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must
be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date
and amount of such prepayment. If such notice is given by such Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 

  
 44 













 (b)    If for any reason the Total Outstandings at any time exceed the
Aggregate Commitments then in effect (including if any such excess is as a result of currency fluctuations from time to time), each applicable Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate
amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the
Loans the Total Outstandings exceed the Aggregate Commitments then in effect. 
 2.06     Termination
or Reduction of Commitments. Verisk may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be
received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000
in excess thereof, (iii) Verisk shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and
(iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of
such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender
according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. 

2.07    Repayment of Loans. 

(a)    Each applicable Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of Committed
Loans outstanding on such date. 
 (b)    Each applicable Borrower shall repay each Swing Line Loan on the earlier to
occur of (i) the date which is ten Business Days after such Loan is made and (ii) the Maturity Date. 

2.08    Interest. 

(a)    Subject to the provisions of subsection (b) below, (i) each Eurocurrency Rate Loan shall bear interest
on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Committed Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; (iii) each Swing Line Loan shall, at the election of the applicable Borrower, bear interest on
the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to either the Base Rate or the LIBOR Daily Floating Rate plus the Applicable Rate; and (iv) each LIBOR Daily Loan shall bear interest
on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the LIBOR Daily Floating Rate plus the Applicable Rate. 

(b)    (i)    If any amount of principal of any Loan is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by
applicable Laws. 
 (ii)    If any amount (other than principal of any Loan) payable by a Borrower under
any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a
fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 

  
 45 













 (iii)    Upon the request of the Required Lenders, while
any Event of Default exists, the applicable Borrower shall pay interest on the principal amount of all applicable outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws. 
 (iv)    Accrued and unpaid interest on past due amounts (including
interest on past due interest) shall be due and payable upon demand. 
 (c)    Interest on each Loan shall be due and
payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any Debtor Relief Law. 
 2.09    Fees. In addition to certain
fees described in subsections (h) and (i) of Section 2.03: 

(a)    Commitment Fee. Verisk shall pay to the Administrative Agent for the account of each Lender
in accordance with its Applicable Percentage, a commitment fee (the “Commitment Fee”) equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments exceed the sum of (i) the
Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17. The Commitment Fee shall accrue at all times during the Availability Period,
including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such
date to occur after the Effective Date, and on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall
be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For purposes of computing the Commitment Fee, Swing Line Loans shall not be counted towards or considered to be
usage of the Aggregate Commitments. 
 (b)    Other Fees. 

(i)    Verisk shall pay to the Arranger and the Administrative Agent for their own respective accounts fees
in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

(ii)    Verisk shall pay to the Administrative Agent for the account of each 

Lender fees in the amounts and at the times specified in the Fee Letter. 

2.10     Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate. All
computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of
fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of
Loans denominated in Alternative Currencies if market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any


  
 46 













 
portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to
Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. 

2.11     Evidence of Debt. The Credit Extensions made by each Lender shall be evidenced by one or
more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent (which shall be treated as part of the Register) and each Lender
shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to a Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect
the obligation of the relevant Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the Register, the Register shall control. Upon the
request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note (payable to such Lender or its registered assigns), which shall evidence such Lender’s
Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. 

2.12    Payments Generally; Administrative Agent’s Clawback. 

(a)    General. All payments to be made by the Borrowers shall be made without condition or deduction for any
counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in Alternative Currencies, all payments by the Borrowers hereunder shall be made to
the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise
expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in Alternative Currencies shall be made to the Administrative Agent, for the account of the respective Lenders to which
such payment is owed, at the applicable Administrative Agent’s Office in the applicable Alternative Currency and in Same Day Funds not later than the Applicable Time on the dates specified herein. The Administrative Agent will promptly
distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent
(i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such
extension of time shall be reflected in computing interest or fees, as the case may be. 

(b)    (i)    Funding by Lenders; Presumption by Administrative Agent.    
Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Committed Borrowing of Eurocurrency Rate Loans (or, in the case of any Committed Borrowing of Base Rate Loans or LIBOR Daily Loans, prior to
12:00 noon on the date of such Committed Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such share
available on such date in accordance with Section 2.02 (or, in the case of a Committed Borrowing of Base Rate Loans or LIBOR Daily Loans, that such Lender has made such share available in accordance with and at the time
required by Section 2.02) and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed


  
 47 













 
Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower agrees to pay to the Administrative Agent forthwith on demand such corresponding amount in
Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the applicable 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 Overnight Rate, 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 applicable Borrower,
the interest rate applicable to Base Rate Loans, in the case of Loans denominated in Dollars or, in the case of Loans denominated in Alternative Currencies, in accordance with such market practice, in each case, as applicable. If applicable 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 applicable Borrower the amount of such interest paid by the applicable Borrower for such
period. If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Committed Loan included in such Committed Borrowing. Any payment by any applicable
Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. 

(ii)    Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent
shall have received notice from the applicable Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the applicable Borrower will not make such payment, the
Administrative Agent may assume that the applicable Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In
such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such
Lender or the L/C Issuer, in Same Day 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 Overnight Rate. 

A notice of the Administrative Agent to any Lender or the applicable Borrower with respect to any amount owing under this subsection
(b) shall be conclusive, absent manifest error. 
 (c)    Failure to Satisfy Conditions
Precedent.     If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to
the applicable Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such
funds (in like funds as received from such Lender) to such Lender, without interest. 
 (d)    Obligations of Lenders
Several. The obligations of the Lenders hereunder to make Committed Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and
not joint. The failure of any Lender to make any Committed Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender
of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Committed Loan, to purchase its participation or to make its payment under
Section 10.04(c). 
 (e)    Funding Source. Nothing herein shall be deemed to obligate
any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 

  
 48 













 2.13     Sharing of Payments by Lenders. If any
Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by
it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the
Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Committed Loans and subparticipations in L/C Obligations and Swing Line Loans
of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their
respective Committed Loans and other amounts owing them, provided that: 
 (i)    if any such
participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery,
without interest; and 
 (ii)    the provisions of this Section 2.13 shall not
be construed to apply to (x) any payment made by or on behalf of any 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), (y) the
application of Cash Collateral provided for in Section 2.16 or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations
in L/C Obligations or Swing Line Loans to any assignee or participant, other than to the Borrowers or any Subsidiary thereof (as to which the provisions of this Section 2.13 shall apply). 

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such 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. 
 Notwithstanding any term, condition or provision of this Section 2.13 or any other provision of
this Agreement to the contrary, any payment or other amount received by the L/C Issuer or the Swing Line Lender, respectively, from cash or deposit account balances used to Cash Collateralize obligations of a Lender to (A) the L/C Issuer, in
accordance with the terms, conditions, and provisions of Section 2.03(a)(iii)(F), or (B) the Swing Line Lender, in accordance with the terms, conditions, and provisions of Section 2.04(c)(i), shall be for the
sole benefit of the L/C Issuer and the Swing Line Lender, respectively, and shall not be subject to the sharing provisions of this Section 2.13. 

2.14    Increase in Commitments. 

(a)    Request for Increase. Provided there exists no Default, upon prior express written notice to the
Administrative Agent (which shall promptly notify the Lenders), Verisk may, from time to time, request an increase in the maximum principal amount of the Facility by an amount (for all such requests) not exceeding the amount which would increase the
principal amount of the Aggregate Commitments to $2,000,000,000 in the aggregate; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, and (ii) Verisk may make a maximum of four such
requests. At the time of sending such notice, Verisk (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date
of delivery of such notice to the Lenders). 

  
 49 













 (b)    Lender Elections to Increase. Each Lender shall notify the
Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding
within such time period shall be deemed to have declined to increase its Commitment. No Lender shall be obligated to increase its Commitment in connection with any request by Verisk pursuant to this Section 2.14. 

(c)    Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify Verisk and
each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, and subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall
not be unreasonably withheld), Verisk may also invite additional Eligible Assignees to become Lenders pursuant to a Joinder in form and substance satisfactory to the Administrative Agent and its counsel. 

(d)    Effective Date and Allocations. If the Facility is increased in accordance with this Section 2.14,
the Administrative Agent and Verisk shall determine the effective date (hereinafter referred to as the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify Verisk and
the Lenders of the final allocation of such increase and the Increase Effective Date. 
 (e)    Conditions to
Effectiveness of Increase. As a condition precedent to such increase, Verisk shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a
Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of Verisk, certifying that, before and after giving effect to
such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in subsections
(a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and
(B) no Default exists. Each applicable Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the
outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.14. 

(f)    Conflicting Provisions. This Section 2.14 shall supersede any provisions in
Sections 2.13 or 10.01 to the contrary. 
 2.15    Several Liability. 

The parties hereto hereby acknowledge and agree that all Obligations, liabilities and covenants made, incurred and undertaken by the respective
Borrowers under this Agreement and the other Loan Documents are on a several and not joint basis, including, without limitation, all obligations to pay principal, interest, fees, costs, and expenses; provided,
however, that the foregoing shall not limit Verisk’s guarantees of the Borrowing Subsidiary Obligations pursuant to Article XI. 

2.16    Cash Collateral. 

(a)    Certain Credit Support Events. Upon the request of the Administrative Agent or the L/C Issuer (i) if the
L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any


  
 50 













 
L/C Obligation for any reason remains outstanding, each applicable Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. At any time
that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, the L/C Issuer or the Swing Line Lender, the applicable Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient
to cover all Fronting Exposure (after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided by the Defaulting Lender). 

(b)    Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to
deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. Each applicable Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative
Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all
other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.16(c). If at any time
the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting
Exposure and other obligations secured thereby, the applicable Borrower or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount
sufficient to eliminate such deficiency. 
 (c)    Application. Notwithstanding anything to the contrary
contained in this Agreement, Cash Collateral provided under any of this Section 2.16 or Sections 2.03, 2.04, 2.05, 2.17 or 8.02 in respect of Letters of Credit or Swing Line Loans shall be
held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other
obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein. 

(d)    Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other
obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as
appropriate, its assignee following compliance with Section 10.06(b)(vii))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that
Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.16 may be otherwise applied in
accordance with Section 8.03), and (y) the Person providing Cash Collateral and the L/C Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support
future anticipated Fronting Exposure or other obligations. 
 2.17    Defaulting Lenders. 

(a)    Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a
Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: 

(i)    Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove any
amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01. 

  
 51 













 (ii)    Reallocation of Payments. Any payment of
principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made
available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing
by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, if so
determined by the Administrative Agent or requested by the L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit;
fourth, as Verisk may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the
Administrative Agent; fifth, if so determined by the Administrative Agent and Verisk, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this
Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swing Line Lender against
that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of
any judgment of a court of competent jurisdiction obtained by such Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or
as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its
appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 or Section 4.03, as applicable, were satisfied or waived, such payment
shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any
payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be
deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. 

(iii)     Certain Fees. That Defaulting Lender (x) shall not be entitled to receive any
Commitment Fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and no Borrower shall be required to pay any such fee that otherwise would have been required to have been paid to
that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.03(h). 

(iv)    Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in
which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and
2.04, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that, (x) each such reallocation shall be given effect
only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (y) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and
Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender. 

  
 52 













 (b)    Defaulting Lender Cure. If Verisk, the Administrative
Agent, Swing Line Lender and the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the
effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), 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 Committed Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro
rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.17(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided that no
adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of any Borrower while that Lender was a Defaulting Lender; and provided, further, that, subject to Section 10.22, except to the
extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

 ARTICLE III. 

TAXES, YIELD PROTECTION AND ILLEGALITY 

3.01    Taxes. 

(a)    Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. 

(i)    Any and all payments by or on account of any obligation of any Loan Party under any Loan Document
shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from
any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to
subsection (e) below. 
 (ii)    If any Loan Party or the Administrative Agent shall be
required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by
the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant
Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any
required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have
received had no such withholding or deduction been made. 
 (iii)    If any Loan Party or the
Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such
deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall
timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the


  
 53 













 
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. 

(iv)    For purposes of determining withholding Taxes imposed under FATCA from and after October 21, 2014,
the Borrowers and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Facility as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation
Section 1.1471-2(b)(2)(i). 
 (b)    Payment of Other Taxes by the Borrowers. Without limiting the
provisions of subsection (a) above, the Borrowers shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other
Taxes. 
 (c)    Tax Indemnifications. 

(i)    Each Borrower shall, and does hereby, severally indemnify each Recipient, and shall make payment in
respect thereof within ten days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable by such Borrower under this
Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment by such Borrower 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 Borrowers by a Lender or the L/C Issuer
(with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. Verisk shall, and does hereby, indemnify the Administrative Agent, and
shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to
Section 3.01(c)(ii) below. 
 (ii)    Each Lender and the L/C Issuer shall, and
does hereby, severally indemnify, and shall make payment in respect thereof within ten days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent
that the Borrowers have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrowers to do so), (y) the Administrative Agent and the Borrowers, as applicable, against any Taxes
attributable to such Lender’s failure to maintain a participant register and (z) the Administrative Agent and the Borrowers, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are
payable or paid by the Administrative Agent or the Borrowers in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the
Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this
clause (c)(ii). 

  
 54 













 (d)    Evidence of Payments. Upon request by Verisk or the
Administrative Agent, as the case may be, after any payment of Taxes by the Borrowers or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrowers shall deliver to the
Administrative Agent or the Administrative Agent shall deliver to the Borrowers, 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 Borrowers or the Administrative Agent, as the case may be. 

(e)    Status of Lenders; Tax Documentation. 

(i)    Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to
payments made under any Loan Document shall deliver to Verisk and the Administrative Agent, at the time or times reasonably requested by Verisk or the Administrative Agent, such properly completed and executed documentation reasonably requested by
Verisk 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 Verisk or the Administrative Agent, shall deliver such other
documentation prescribed by applicable law or reasonably requested by Verisk or the Administrative Agent as will enable the applicable 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. 

(ii)    Without limiting the generality of the foregoing, in the event that any Borrower is a U.S. Person,

 (A)     any Lender that is a U.S. Person shall deliver to Verisk 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 Verisk or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is
exempt from U.S. federal backup withholding tax; 
 (B)    any Foreign Lender shall, to the extent it is
legally entitled to do so, deliver to Verisk 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 Verisk or the Administrative Agent), whichever of the following is applicable: 

(I)    in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United
States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN-E 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-E 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; 
 (II)    executed originals of
IRS Form W-8ECI; 

  
 55 













 (III)    in the case of a Foreign Lender claiming the
benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-I to the effect that such Foreign Lender is not a “bank” within the meaning of
Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of
the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BENE; or 

(IV)    to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY,
accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H2 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; 

(C)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Verisk 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 Verisk
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 Verisk or the Administrative Agent to determine the withholding or deduction required to be made; and 

(D)    if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding
Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Verisk and the
Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Verisk or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by
Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Verisk or the Administrative Agent as may be necessary for Verisk 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 (e)(ii)(D), “FATCA” shall include any
amendments made to FATCA after the date of this Agreement. 
 (iii)    Each Lender agrees that if any
form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Verisk and the
Administrative Agent in writing of its legal inability to do so. 
 (f)    Treatment of Certain Refunds. Unless
required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes
withheld or 

  
 56 













 
deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a
refund of any Taxes as to which it has been indemnified by a Borrower or with respect to which a Borrower has paid additional amounts pursuant to this Section 3.01, it shall pay to such Borrower an amount equal to such
refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower 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 the applicable Borrower, upon the request of the Recipient, agrees to
repay the amount paid over to such Borrower (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 (f), in no event will the applicable Recipient be required to pay any amount to such Borrower pursuant to this subsection (f) the payment of which would place the
Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or
additional amounts with respect to such Tax had never been paid. This subsection (f) 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 Borrower or any other Person. 
 (g)    Survival. Each party’s obligations under this
Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and the repayment,
satisfaction or discharge of all other Obligations. 
 3.02    Illegality. If any Lender determines
that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based
upon the Eurocurrency Rate (whether denominated in Dollars or Alternative Currencies) or LIBOR Daily Floating Rate, or to determine or charge interest rates based upon the Eurocurrency Rate or the LIBOR Daily Floating 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 or any Alternative Currency in the applicable interbank market (each an “Affected Eurocurrency Rate
Loan”), then, on notice thereof by such Lender to the Borrowers through the Administrative Agent, (i) any obligation of such Lender to make or continue Affected Eurocurrency Rate Loans in the affected currency or currencies or, in the
case of Eurocurrency Rate Loans in Dollars and LIBOR Daily Loans, to convert Base Rate Loans to Affected Eurocurrency Rate Loans or, if such notice relates to the unlawfulness or asserted unlawfulness of charging interest based on the Eurocurrency
Rate, to make Base Rate Loans as to which the interest rate is determined with reference to the Eurocurrency Rate, shall be suspended, until such Lender notifies the Administrative Agent and Verisk that the circumstances giving rise to such
determination no longer exist. Upon receipt of such notice, the applicable Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), either prepay or, if applicable and such Loans are denominated in Dollars, convert
(a) all such Affected Eurocurrency Rate Loans of such Lender and (b) all such Base Rate Loans of such Lender as to which the interest rate is determined with reference to the Eurocurrency Rate to Base Rate Loans as to which the rate of
interest is not determined with reference to the Eurocurrency Rate, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Affected Eurocurrency Rate Loans to such day, or immediately, if such
Lender may not lawfully continue to maintain such Affected Eurocurrency Rate Loans or Base Rate Loans as to which the interest rate is determined with reference to the Eurocurrency Rate. Notwithstanding the foregoing and despite the illegality for
such a Lender to make, maintain or fund Affected Eurocurrency Rate Loans or Base Rate Loans as to which the interest rate is determined with reference to the Eurocurrency Rate, that Lender shall remain committed to make and maintain Base Rate Loans
(in Dollars only) as to which the rate of interest is not determined with reference to the Eurocurrency Rate and shall be entitled to recover interest at such Base Rate. Upon any such prepayment or conversion, the applicable Borrower shall also pay
accrued interest on the amount so prepaid or converted. 

  
 57 













 3.03    Inability to Determine Rates. 

(a)    If the Required Lenders determine that for any reason in connection with any request for a Eurocurrency Rate Loan or
a LIBOR Daily Loan or a conversion to or continuation thereof that (a) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for the applicable amount and Interest
Period of such Eurocurrency Rate Loan or LIBOR Daily Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether
denominated in Dollars or an Alternative Currency) or for determining the LIBOR Daily Floating Rate with respect to a proposed LIBOR Daily Loan or in connection with a Base Rate Loan (in each case with respect to clauses (a) or
(b), “Impacted Loans”), or (c) the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan or in connection with a Eurocurrency Rate Loan or the LIBOR Daily Floating Rate
with respect to a proposed LIBOR Daily Loan does not adequately and fairly reflect the cost to such Lenders of funding or maintaining such Loan, the Administrative Agent will promptly so notify Verisk and each Lender. Thereafter, (x) the
obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies and LIBOR Daily Loans shall be suspended (to the extent of the affected Eurocurrency Rate Loans, LIBOR Daily Loans or Interest Periods) and
(y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency 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; provided that any Eurocurrency Rate Loan outstanding prior to the giving of such notice may remain outstanding after the giving of
such notice until the end of the then applicable Interest Period with respect thereto (without giving effect to any subsequent continuation or conversion), unless such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans, LIBOR
Daily Loans or Base Rate Loans for the remaining duration of such Interest Period. Upon receipt of such notice, the applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or
LIBOR Daily Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans as to which the interest rate is not determined with reference to the Eurocurrency Rate or the LIBOR Daily
Floating Rate in the amount specified therein. 
 (b)    Notwithstanding the foregoing, if the Administrative Agent has
made the determination described in clause (a)(i) of this Section 3.03, the Administrative Agent in consultation with the Borrowers and the affected Lenders, may establish an alternative interest rate for the Impacted
Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(i) of this
Section 3.03, (2) the Administrative Agent or the affected Lenders notify the Borrowers that such alternative interest rate does not adequately and fairly reflect the cost to the Lenders of funding the Impacted Loans, or
(3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by
reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the
Administrative Agent and the Borrowers written notice thereof. 

  
 58 













 3.04    Increased Costs. 

(a)    Increased Costs Generally. If any Change in Law shall: 

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

(ii)    subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described
in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities
or capital attributable thereto; or 
 (iii)    impose on any Lender or the L/C Issuer or the London
interbank market any other condition, cost or expense affecting this Agreement or Eurocurrency Rate Loans or LIBOR Daily Loans made by such Lender or any Letter of Credit or participation therein; 

and the result of any of the foregoing shall be to increase the cost to such Lender of making, continuing, converting to or maintaining any
Eurocurrency Rate Loan or LIBOR Daily Loans (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its
obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such
Lender or the L/C Issuer, the applicable Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs
incurred or reduction suffered. 
 (b)    Capital Requirements. If any Lender or the L/C Issuer determines that
any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of
reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the
Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy and
liquidity), then from time to time the applicable Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C
Issuer’s holding company for any such reduction suffered. 
 (c)    Certificates for Reimbursement. A
certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this
Section 3.04 and delivered to the Borrowers shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate
within ten days after receipt thereof. 
 (d)    Delay in Requests. Failure or delay on the part of any Lender or
the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided
that the Borrowers shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender


  
 59 













 
or the L/C Issuer, as the case may be, notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention
to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

 (e)    Reserves on Eurocurrency Rate Loans. The applicable Borrower shall pay to each Lender, as long as such
Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid
principal amount of each Eurocurrency Rate Loan or LIBOR Daily Loans equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall
be due and payable on each date on which interest is payable on such Loan, provided the such Borrower shall have received at least ten days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such
Lender. If a Lender fails to give notice ten days prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten days from receipt of such notice. 

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

(a)    any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day
other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); 

(b)    any failure by such Borrower (for a reason other than the failure of such Lender to make a Loan) to
prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by such Borrower; 

(c)    any failure by such Borrower to make payment of any drawing under any Letter of Credit (or interest
due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or 

(d)    any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period
therefor as a result of a request by such Borrower pursuant to Section 10.13; 
 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 applicable 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 Borrowers to the Lenders under this
Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency 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 Eurocurrency Rate Loan was in fact so funded. 

3.06    Mitigation Obligations; Replacement of Lenders. 

(a)    Designation of a Different Lending Office. Each Lender may make any Credit Extension to the Borrowers through
any Lending Office, provided that the exercise of this option shall not affect the 

  
 60 













 
obligation of the applicable Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under
Section 3.04, or the Borrowers are required to pay any additional amount to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to
Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for
funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in
each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrowers hereby agree to pay
all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment. 

(b)    Replacement of Lenders. If any Lender requests compensation under Section 3.04, or
if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrowers may replace such Lender in accordance with
Section 10.13. 
 3.07    LIBOR Successor Rate.
Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including Section 10.01 hereof), if the Administrative Agent determines (which determination shall be conclusive absent manifest
error), or Verisk or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Verisk) that Verisk or Required Lenders (as applicable) have determined, that: 

(a)    adequate and reasonable means do not exist for ascertaining LIBOR for the applicable currency for any requested
Interest Period because the LIBOR Screen Rate for the applicable currency is not available or published on a current basis and such circumstances are unlikely to be temporary; 

(b)    the administrator of the LIBOR Screen Rate for the applicable currency or a Governmental Authority having
jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR for the applicable currency or the LIBOR Screen Rate for the applicable currency shall no longer be made available, or used for
determining the interest rate of loans denominated in the applicable currency (such specific date, the “Scheduled Unavailability Date”); or 

(c)    syndicated loans currently being executed, or that include language similar to that contained in this
Section 3.07, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR for the applicable currency; 

then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the
Administrative Agent and Verisk may amend this Agreement to replace LIBOR for the applicable currency with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due
consideration to any evolving or then existing convention for similar syndicated credit facilities denominated in the applicable currency for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together
with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders
and Verisk unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment. Such LIBOR Successor Rate shall be applied in a manner
consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as mutually agreed between the
Administrative Agent and Verisk. 

  
 61 













 If no LIBOR Successor Rate has been determined and the circumstances under clause
(a) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify Verisk and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency
Rate Loans in the applicable currency and LIBOR Daily Loans shall be suspended (to the extent of the affected Eurocurrency Rate Loans, LIBOR Daily Loans or Interest Periods), and (y) if the applicable currency is Dollars, then the Eurocurrency
Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in
the applicable currency (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or LIBOR Daily Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to
the foregoing clause (y)) in the amount specified therein. 
 Notwithstanding anything else herein, any definition of LIBOR Successor Rate
shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement. 

3.08    Survival. All of the Borrowers’ obligations under this Article III shall survive
termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent. 

ARTICLE IV. 
 CONDITIONS
PRECEDENT TO CREDIT EXTENSIONS 
 4.01    Conditions to Effectiveness. The Lenders’
Commitments hereunder and the amendment and restatement of the Original Credit Agreement were satisfied as of the Effective Date. 

4.02    Conditions to Certain Credit Extensions. The obligation of each Lender
to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or Daily Libor Loans) is subject to the following
conditions precedent: 
 (a)    The representations and warranties of the Borrowers and each other Loan
Party contained in Article V (other than those set forth and contained in Sections 5.05(c) and 5.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or
therewith, shall be true and correct on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier
date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the
most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. 

(b)    No Default or Event of Default shall exist, or would result from such proposed Credit Extension or
from the application of the proceeds thereof. 
 (c)    The Administrative Agent and, if applicable, the
L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof. 

  
 62 













 (d)    In the case of a Credit Extension to be
denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the
Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for
such Credit Extension to be denominated in the relevant Alternative Currency. 
 Each Request for Credit Extension (other than a Committed
Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by the Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections
4.02(b) and (c) have been satisfied on and as of the date of the applicable Credit Extension. 
 ARTICLE V. 

REPRESENTATIONS AND WARRANTIES 

Each Borrower represents and warrants to the Administrative Agent and the Lenders as of the Fourth Amendment Effective Date and the date of
each Credit Extension: 
 5.01    Existence, Qualification and Power. Each
Loan Party (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is
duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case
referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. 

5.02    Authorization; No Contravention. The execution, delivery and performance by each Loan Party
of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents;
(b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which such Person is a party or (ii) any order,
injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its Property is subject; or (c) violate any Law. 

5.03    Governmental Authorization; Other Consents. No approval, consent, exemption, authorization,
or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by any Loan Party of this Agreement or any other Loan Document and, except as set forth
on Schedule 5.03, no consent of any other Person is required in connection with the execution, delivery or performance by any Loan Party of this Agreement or any other Loan Document except any such consent the failure of which to obtain could
not reasonably be expected to have a Material Adverse Effect. 
 5.04    Binding Effect. This
Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will
constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws
affecting creditors’ rights generally and subject to general principals of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 

  
 63 













 5.05    Financial Statements; No Material Adverse Effect.

 (a)    The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout
the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrowers and their Subsidiaries as of the date thereof and their results of operations for the
period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the
Borrowers and their Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. 

(b)    The unaudited consolidated balance sheets of Verisk and its direct and indirect Subsidiaries on a consolidated
basis most recently delivered to the Administrative Agent in accordance with Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date
(i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of Verisk and its
direct and indirect Subsidiaries on a consolidated basis as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to
normal year-end audit adjustments. 
 (c)    Since the date of the Audited Financial Statements, there has been no event
or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. 

5.06    Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the
knowledge of the Borrowers, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrowers or any of their Subsidiaries or against any of their properties or revenues that (a) purport
to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) except as specifically disclosed in Schedule 5.06, either individually or in the aggregate, if determined
adversely, could reasonably be expected to have a Material Adverse Effect. 
 5.07    No Default.
Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has
occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document. 

5.08    Ownership of Property; Liens. Each of the Borrowers and each Subsidiary
has good record and marketable title in fee simple to, or valid leasehold interests in, all Property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. The Property of the Borrowers and their Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01. 

5.09    [Reserved] 

5.10    Insurance. The properties of the Borrowers and their Subsidiaries are insured with
financially sound and reputable insurance companies not Affiliates of the Borrowers, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses and owning similar properties in localities where any Borrower or the applicable Subsidiary operates. 

  
 64 













 5.11    Taxes. The Borrowers and their Subsidiaries
have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their
properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no
proposed tax assessment against the Borrowers or any Subsidiary that would, if made, have a Material Adverse Effect. Neither any Loan Party nor any Subsidiary thereof is party to any tax sharing agreement. 

5.12    ERISA Compliance. 

(a)    Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other
Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is
qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is
currently being processed by the Internal Revenue Service. To the best knowledge of the Borrowers, nothing has occurred that would prevent or cause the loss of such tax-qualified status. 

(b)    There are no pending or, to the best knowledge of the Borrowers, threatened claims, actions or lawsuits, or action
by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that
has resulted or could reasonably be expected to result in a Material Adverse Effect. 
 (c)    (i) No ERISA Event has
occurred, and neither the Borrowers nor any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Borrowers and each
ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of
the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Borrowers nor any ERISA Affiliate knows of any facts or circumstances
that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date; (iv) neither the Borrowers nor any ERISA Affiliate has incurred any liability to the
PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) neither the Borrowers nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or
Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute
proceedings under Title IV of ERISA to terminate any Pension Plan. 
 (d)    Neither the Borrowers nor any ERISA
Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan other than (i) on the date hereof, those listed on Schedule 5.12 and
(ii) thereafter, Pension Plans not otherwise prohibited by this Agreement. 
 5.13    [Reserved].


  
 65 













 5.14    Margin Regulations; Investment Company Act. 

(a)    The Borrowers are not engaged and will not engage, principally or as one of their important activities, in the
business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. 

(b)    None of the Borrowers, any Person Controlling any Borrower, or any Subsidiary is or is required to be registered as
an “investment company” under the Investment Company Act of 1940. 

5.15    Disclosure. The Borrowers have disclosed to the Administrative Agent and
the Lenders all agreements, instruments and corporate or other restrictions to which they or any of their Subsidiaries is subject, and all other matters known to them, that, individually or in the aggregate, could reasonably be expected to result in
a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions
contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrowers represent only that
such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being recognized that projections to future events are not to be viewed as facts and that the actual results during the period or periods
covered by any projections may materially differ from the projected results). 
 5.16    Compliance
with Laws. Each Loan Party and each Subsidiary thereof is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in
which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect. 
 5.17    [Reserved]. 

5.18    [Reserved]. 

5.19    OFAC; Anti-Corruption Laws; Sanctions. No Borrower, any of their respective Subsidiaries, or,
to the knowledge of the Borrowers and their respective Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is
(a) the subject or target of any Sanctions or (b) located, organized or resident in a Designated Jurisdiction. Each Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by such Borrower,
its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and each Borrower, its Subsidiaries and their respective officers and employees and, to the knowledge of such
Borrower, its directors and agents, are in compliance with any Anti-Corruption Law, any applicable Sanctions or the Patriot Act. 

5.20    [Reserved]. 

5.21    EEA Financial Institutions. No Loan Party is an EEA Financial Institution. 

  
 66 













 5.22     Beneficial Ownership Certification. As of
the Fourth Amendment Effective Date, the information included in any Beneficial Ownership Certification delivered to any Lenders on or prior to the Fourth Amendment Effective Date with respect to the Borrowers is true and correct in all respects.

 ARTICLE VI. 

AFFIRMATIVE COVENANTS 
 So
long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, each Borrower shall, and shall (except in the case of the covenants
set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary to: 
 6.01    
Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders: 

(a)    as soon as available, but in any event within 120 days after the end of each fiscal year of Verisk, a consolidated
balance sheet of Verisk and its direct and indirect Subsidiaries on a consolidated basis as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity, and cash flows for
such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and
opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and 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; and 

(b)    as soon as available, but in any event within 60 days after the end of each of the first three fiscal quarters of
each fiscal year of Verisk, a consolidated balance sheet of Verisk and its direct and indirect Subsidiaries on a consolidated basis as at the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal
quarter and for the portion of Verisk’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of Verisk’s fiscal year then ended, in each case setting forth
in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the
chief executive officer, chief financial officer, treasurer or controller of Verisk as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of Verisk and its direct and indirect Subsidiaries on a
consolidated basis in accordance with GAAP, subject only to normal year-end audit adjustments. 
 As to any information contained in
materials furnished pursuant to Section 6.02(d), the Borrowers shall not be separately required to furnish such information under clauses (a) or (b) above, but the foregoing shall not be in derogation of
the obligation of the Borrowers to furnish the information and materials described in clauses (a) and (b) above at the times specified therein. 

6.02    Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in form and
detail satisfactory to the Administrative Agent and the Required Lenders: 
 (a)    concurrently with
the delivery of the financial statements referred to in Section 6.01(a), to the extent obtainable with commercially reasonable efforts, a certificate of their independent certified public accountants certifying such financial statements and
stating that in making the examination necessary therefor no knowledge was obtained of any Default under the financial covenants set forth and contained in Section 7.08 or, if any such Default shall exist, stating the
nature and status of such event; 

  
 67 













 (b)    concurrently with the delivery of the financial
statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of Verisk; 

(c)    promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit
reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrowers by independent accountants in connection with the accounts or books of the Borrowers or any
Subsidiary, or any audit of any of them; 
 (d)    promptly after the same are available, copies of each
report, proxy or financial statement or other report or communication sent to the stockholders or bondholders of the Borrowers, and copies of all annual, regular, periodic and special reports and registration statements which the Borrowers may file
or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 and the Securities Act, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; 

(e)    promptly after the furnishing thereof, copies of any statement or report furnished to any holder of
debt securities of any Loan Party or any Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or
any other clause of this Section 6.02; 
 (f)    promptly, and in any event
within five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any
investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof, excluding routine comment letters from the SEC regarding (i) registration
statements that the Borrowers have previously filed or may file with the SEC under the Securities Act and (ii) periodic and other reports that the Borrowers may file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of
1934; 
 (g)    promptly, such additional information regarding the business, financial or corporate
affairs of the Borrowers or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request; and 

(h)    promptly following any request therefor, provide information and documentation reasonably requested
by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership
Regulation. 
 Documents required to be delivered pursuant to Section 6.01(a) or (b) or
Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on
which Verisk posts such documents, or provides a link thereto on Verisk’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on Verisk’s behalf on an Internet or
intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the


  
 68 













 
Borrowers shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrowers to deliver such paper copies until a written request to cease
delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrowers shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the
Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrowers shall be required to provide paper copies of the Compliance Certificates
required by Section 6.02(b) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to
above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

 Each Borrower hereby acknowledges that (a) the Administrative Agent and the Arranger will make available to the Lenders and the L/C
Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (hereinafter collectively referred to as “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic
system (hereinafter referred to as the “Platform”) and (b) certain of the Lenders (hereinafter each referred to as a “Public Lender”) may have personnel who do not wish to receive material non-public
information with respect to the Borrowers or their 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 the
Borrowers hereby agrees that, so long as such Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities, (w) all
Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof;
(x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material
non-public information with respect to the Borrowers or their 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 and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated “Public Side
Information.” Notwithstanding the foregoing to the contrary, the Borrowers shall be under no obligation to mark any Borrower Materials “PUBLIC.” 

6.03    Notices. Promptly following a Responsible Officer’s having knowledge thereof, notify the
Administrative Agent (who, in turn, will notify each other Lender): 
 (a)    of the occurrence of any
Default; 
 (b)    of any matter that has resulted or could reasonably be expected to result in a
Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of any Borrower or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between any
Borrower or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material adverse development in, any litigation or proceeding affecting any Borrower or any Subsidiary, including pursuant to any applicable
Environmental Laws; 
 (c)    of the occurrence of any ERISA Event; 

  
 69 













 (d)    of any material change in accounting policies or
financial reporting practices by any Borrower or any Subsidiary; and 
 (e)    any change in the Public
Debt Rating (or any component thereof). 
 Each notice pursuant to this Section 6.03 (other than any notice
pursuant to Section 6.03(d)) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and
propose to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached. 

6.04    Payment of Obligations. Pay and discharge as the same shall become due
and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets; (b) all lawful claims which, if unpaid, would by law become a Lien
upon its Property; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness, except where, in regard to the matters described in
clauses (a), (b) and (c) above, the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by such Borrower or such
Subsidiary, or the failure to make payment could not reasonably be expected to have a Material Adverse Effect. 

6.05    Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and
effect each Borrower’s and each Material Domestic Subsidiary’s legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 or
Section 7.04; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be
expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect. 

6.06    [Reserved]. 

6.07    [Reserved]. 

6.08     Compliance with Laws. (a) Comply in all material respects with the requirements of all
Laws and all orders, writs, injunctions and decrees applicable to them or to their business or Property, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted or (ii) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect; and (b) maintain in effect and enforce policies and procedures designed to ensure
compliance by each Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. 

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

  
 70 













 6.10    Inspection Rights. Permit representatives and independent
contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and
accounts with its directors, officers, and independent public accountants, all at the expense of the Administrative Agent and Lenders so long as no Event of Default exists, and at such reasonable times during normal business hours and as often as
may be reasonably desired, upon reasonable advance notice to the Borrowers; provided, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent
contractors) may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and without advance notice. 

6.11    Use of Proceeds. Use the proceeds of the Credit Extensions for working
capital, acquisitions and other general corporate purposes not in contravention of any Law or of any Loan Document. 

6.12    Additional Guarantors. If any Domestic Subsidiary of the Borrowers that is not a Guarantor at
any time on or after the Effective Date guarantees any Indebtedness (other than (x) Indebtedness owing to a Borrower or any Subsidiary or (y) Indebtedness the incurrence or guarantee of which would not result in a breach of
Section 7.02), then such Domestic Subsidiary shall within 30 days of such Domestic Subsidiary having guaranteed such Indebtedness (or such longer period as the Administrative Agent may approve) (a) become a Guarantor
by executing and delivering to the Administrative Agent a counterpart of a Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, (b) deliver to the Administrative Agent documents of the
types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel (who may be in-house counsel) to such Person (which shall cover, among other things, the legality,
validity, binding effect and enforceability of the documentation referred to in the foregoing clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent, and (c) Verisk shall provide upon the request
of the Administrative Agent or any Lender, any documentation or other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender, as applicable, to comply with “know your
customer” and other applicable laws and regulations. 
 6.13    Pari Passu Status. 

Cause the Obligations to rank at least pari passu with all other present and future unsecured Indebtedness of such Borrower and its
Subsidiaries which are Guarantors. 
 ARTICLE VII. 

NEGATIVE COVENANTS 
 So
long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, no Borrower shall, nor shall it permit any Subsidiary to, directly
or indirectly: 
 7.01    Liens. Create, incur, assume or suffer to exist any Lien upon any of its
Property or revenues, whether now owned or hereafter acquired, other than the following: 

(a)    Customary Permitted Liens; 

(b)    Liens in existence on the date hereof as set forth on Schedule 7.01 and any extensions,
renewals, or replacements thereof, provided that (i) the aggregate principal amount of the Indebtedness secured by such Lien(s) immediately prior to such extension, renewal, or replacement is not increased or the maturity thereof changed
and (ii) such Lien(s) is not extended to any other Property in violation of this Agreement; 

  
 71 













 (c)    Liens incidental to the conduct of its business
or the ownership of its Property which were not incurred in connection with the borrowing of money or the obtaining of advances of credit and which in the aggregate do not materially detract from the use or value of its Property or materially impair
the use thereof in the operation of its business; 
 (d)    Liens in favor of such Borrower or any
Wholly-Owned Subsidiary on Property of a Subsidiary to secure obligations of such Subsidiary to such Borrower or to a Wholly-Owned Subsidiary; 

(e)    any attachment or judgment Lien, unless the judgment it secures shall not, within 30 days after the
entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 30 days after the expiration of any such stay; provided that the aggregate amount of such attachments or judgment Liens
shall not secure obligations in excess of $20,000,000 at any time; 
 (f)    Liens in respect of
Permitted Subsidiary Acquisition Indebtedness; provided that (i) each such Lien (A) shall be created substantially simultaneously with the acquisition of the related Property or Properties or (B) shall have existed on any
Property of a Person (1) at the time such Person becomes a Subsidiary of or is merged with or into such Borrower or a Subsidiary of such Borrower or (2) at the time a Subsidiary acquires such Property from such Person, and, in the case of
each of the foregoing clauses (1) and (2), such Lien shall not have been created in contemplation of any Permitted Acquisition, and (ii) no such Lien at any time shall encumber any Property or Properties other than the
related Property or Properties financed by such Permitted Subsidiary Acquisition Indebtedness and the proceeds thereof. For the avoidance of doubt, in the event that a Permitted Acquisition is consummated as a purchase of Equity Interests or a
similar transaction, the pledge of stock or other Equity Interests acquired in such Permitted Acquisition to secure the related Permitted Subsidiary Acquisition Indebtedness shall be permitted; 

(g)    Liens provided for in equipment leases (including financing statements and undertakings to file the
same); provided that such Liens are limited to the equipment subject to such leases, accessions thereto and the proceeds thereof; 

(h)    Liens in or upon and any right of offset against, moneys, deposit balances, security or other
Property, or interests therein, held or received by or for or left in the possession of any lender (or any affiliate of such lender) in connection with working capital facilities, lines of credit, term loans or other credit facilities entered into
in the ordinary course of business; provided, however, that in no event shall (i) any Borrower be subject to a minimum or compensating balance or similar arrangement or arrangement requiring it to maintain minimum cash funds or
deposits with such lender or lenders or (ii) any Borrower or any Subsidiary maintain in all of its respective accounts with all such lenders, at any time, overnight cleared cash balances in demand deposit accounts that are subject to set-off
rights, in excess of $5,000,000 in the aggregate for all such accounts of any Borrower or any such Subsidiary, respectively, as the case may be (in each case other than, for the avoidance of doubt, any such balances held in commercial paper or money
market funds); 
 (i)    Liens securing Indebtedness or other obligations to any counterparty under
repurchase or securities loan agreements; 

  
 72 













 (j)    Liens existing solely with respect to cash or
deposit account balances used to Cash Collateralize obligations of a Lender to (i) the L/C Issuer, in accordance with the terms, conditions, and provisions of Section 2.03(a)(iii)(F) or (ii) the Swing Line Lender,
in accordance with the terms, conditions, and provisions of Section 2.04(c)(i); 

(k)    Liens created by this Agreement or any other Loan Document; 

(l)    Liens in respect of Priority Indebtedness permitted under Section 7.02;
provided that such Liens do not secure Indebtedness owing by such Borrower or any of its Subsidiaries in respect of (i) any private placement or note purchase facility or facilities or (ii) any senior credit facility or facilities
(including, without limitation, the Facility); and 
 (m)    Liens securing other Indebtedness to the
extent that the Borrower and each of its applicable Subsidiaries shall have made or caused to be made effective provision whereby the obligations under this Agreement and the other Loan Documents shall be secured equally and ratably with any and all
other obligations secured by any such Lien, such security to be pursuant to agreements reasonably satisfactory to the Administrative Agent and, in any such case, the Administrative Agent and the Lenders shall have the benefit, to the fullest extent
that, and with such priority as, they may be entitled under applicable Laws, of an equitable Lien on such Property. 

7.02     Priority Indebtedness; Permitted Subsidiary Acquisition Indebtedness. Create, incur, assume
or suffer to exist (a) any Priority Indebtedness in excess at any time of an amount equal to 7.5% of Assets at such time or (b) any Permitted Subsidiary Acquisition Indebtedness in an aggregate principal amount in excess of $500,000,000
outstanding at any time. 
 7.03     Fundamental Changes. Merge, dissolve, liquidate, wind-up,
consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each
case, pursuant to a Delaware LLC Division), or, with respect to a Borrower, change its structure as a corporation, except that, so long as no Default exists or would result therefrom, 

(a)    the Borrowers and their Subsidiaries may consummate Permitted Acquisitions; 

(b)    any Subsidiary may merge with (i) a Borrower, provided that such Borrower shall be the
continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be the continuing or surviving Person; and 

(c)    any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or
otherwise) to a Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be a Borrower or a Guarantor. 

7.04    Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: 

(a)    any Subsidiary may Dispose of assets to a Borrower or any Subsidiary of a Borrower; 

(b)    any Borrower or any Subsidiary may Dispose of inventory in the ordinary course of its business
(including the Disposition of obsolete inventory); 

  
 73 













 (c)    any Borrower or any Subsidiary may Dispose of
assets that, in its good faith, reasonable judgment, have no further useful or productive capacity, are fully used or depreciated, are obsolete or are no longer necessary or productive in the ordinary course of its business; 

(d)    the Borrowers or any Subsidiary may Dispose of assets other than as set forth in the preceding
clauses (a) through (c) and the succeeding clauses (e), (f), and (g); provided that (i) such assets sold in any calendar year shall not, in the aggregate, account for more than 20% of Consolidated
EBITDA or more than 20% of the total revenues of Verisk and its direct and indirect Subsidiaries, on a consolidated basis, for the prior calendar year, and (ii) as of any date of determination, such assets sold during the term of this Agreement
shall not, in the aggregate, account for more than 40% of Consolidated EBITDA or more than 40% of the total revenues of Verisk and its direct and indirect Subsidiaries, on a consolidated basis, in each case on a cumulative basis from March 31, 2015
through the most recently completed fiscal quarter for which financial statements are available; 

(e)    the Borrowers and their Subsidiaries may enter into and consummate transactions permitted by
Section 7.03; 
 (f)    any Borrower or any Subsidiary may grant non-exclusive
licenses or sublicenses of rights or interests in intellectual property to third parties in the ordinary course of its business; and 

(g)    any Borrower or any Subsidiary may lease and sublease Property to other Persons in the ordinary
course of its business. 
 7.05    Change in Nature of Business. Engage in any material line of
business substantially different from those lines of business conducted by the Borrowers and their Subsidiaries on the date hereof or any business substantially related, reasonably complimentary or incidental thereto. 

7.06    [Reserved]. 

7.07     Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly,
and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness
originally incurred for such purpose which in any case entails a violation of Regulation U of the FRB. 

7.08    Financial Covenants. 

(a)    Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any
fiscal quarter of Verisk to be less than 3.00:1.00. 
 (b)    Consolidated Funded Debt Leverage Ratio. Permit the
Consolidated Funded Debt Leverage Ratio at any time during any period of four fiscal quarters of Verisk to be greater than 3.50:1.00. Notwithstanding the foregoing to the contrary, at the election of the Borrowers (such election to be made in
writing to the Administrative Agent upon the closing of a Permitted Acquisition and such election to be made not more than twice during the term of the Facility), the maximum Consolidated Funded Debt Leverage Ratio shall be permitted to increase to
4.00:1.00 (no more than once) and 4.25:1.00 (also no more than once) in any sequence as requested by Verisk in writing (each such increase in the Consolidated Funded Debt Leverage Ratio, a “Consolidated Funded Debt Leverage Ratio
Step-up”), in each case, for the four consecutive fiscal quarter period (hereinafter referred to as a “Leverage Increase Period”) commencing 

  
 74 













 
with the fiscal quarter in which such Permitted Acquisition occurs (which Leverage Increase Period shall include, for the avoidance of doubt, the fourth fiscal quarter end following the closing
date of such Permitted Acquisition), provided, that immediately upon the expiration of any Leverage Increase Period, the maximum Consolidated Funded Debt Leverage Ratio permitted under this Section 7.08(b) shall
revert automatically to 3.50:1.00; provided, further, Verisk shall only be permitted to elect to a second Consolidated Funded Debt Leverage Ratio Step-up if there has been at least two consecutive fiscal quarter periods between the
date of the commencement of the initial Consolidated Funded Debt Leverage Ratio Step-up and the date of the commencement of the second Consolidated Funded Debt Leverage Ratio Step-up for which Verisk’s
Consolidated Funded Debt Leverage Ratio is less than or equal to 3:00:1.00, which shall be evidenced by the delivery of Compliance Certificates to the Administrative Agent in accordance with Section 6.02(b). 

7.09    Restricted Payments. 

During the existence of a Default, declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so. 
 7.10    Accounting Changes. 

Make any change in its (a) accounting policies or reporting practices, except (i) as required or permitted by GAAP or
(ii) otherwise, if not a material change, or (b) fiscal year if such change is made for the purposes of, amongst others, avoiding the occurrence of an Event of Default. 

7.11    Anti-Corruption Laws; Sanctions. 

Directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds to any
Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other
manner that will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swing Line Lender, or otherwise) of Sanctions,
and/or directly or indirectly permit or allow any Credit Extension, use of proceeds hereunder or other transaction contemplated by this Agreement to violate any Anti-Corruption Law, any applicable Sanctions or the Patriot Act. 

ARTICLE VIII. 
 EVENTS OF
DEFAULT AND REMEDIES 
 8.01    Events of Default. Any of the following shall constitute an Event of
Default: 
 (a)    Non-Payment. Any Borrower or any other Loan Party fails to pay (i) when
and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii) within five days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within
five days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or 

(b)    Specific Covenants. Any Borrower fails to perform or observe any term, covenant or agreement
contained in (i) any of Sections 6.05, 6.10, 6.11, or Article VII or (ii) Sections 6.01 or 6.02 and such failure continues for ten days; or 

  
 75 













 (c)    Other Defaults. Any Loan Party fails to
perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days; or 

(d)    Representations and Warranties. Any representation, warranty, certification or statement of
fact made or deemed made by or on behalf of any Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any substantial and material
respect when made or deemed made; or 
 (e)    Cross-Default. (i) Any Borrower or any Loan
Party (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise and after the giving of any required notice and the running of any applicable grace or cure periods) in respect
of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any
combined or syndicated credit arrangement) of more than $100,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event occurs, the effect of which default or other event (but only after the giving of any required notice, the expiration of any permitted grace period or both) is to cause, or to permit the holder or
holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be
demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become
payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to
which a Borrower or any Loan Party is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Borrower or any Loan Party is an Affected Party (as so defined)
and, in either event, the Swap Termination Value owed by such Borrower or such Loan Party as a result thereof is greater than $100,000,000; or 

(f)    Insolvency Proceedings, Etc. Any Loan Party institutes or consents to the institution of any
proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for
all or any material part of its respective Property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its Property is instituted without the consent of such Person and continues undismissed or
unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or 

(g)    Inability to Pay Debts; Attachment. (i) Any Loan Party becomes unable or admits in
writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against any Property of any such Person in an aggregate principal amount
of more than $20,000,000 and is not released, vacated or fully bonded within 30 days after its issue or levy; or 

  
 76 













 (h)    Judgments. There is entered against any
Loan Party (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding $100,000,000 (to the extent not covered by independent third-party insurance as to which the
insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement
proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or 

(i)    ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which,
when taken together with all other ERISA Events that have occurred, has resulted or would reasonably be expected to result in liability of any Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate
amount in excess of $100,000,000, or (ii) any Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201
of ERISA under a Multiemployer Plan in an aggregate amount in excess of $100,000,000; or 

(j)    Invalidity of Loan Documents. Any provision of any Loan Document, at any time after its
execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person acting on behalf of a
Loan Party contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind
any provision of any Loan Document; or 
 (k)    Change of Control. There occurs any Change of
Control. 
 8.02    Remedies Upon Event of Default. If any Event of Default occurs and is
continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions: 

(a)    declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C
Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; 

(b)    declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid
thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the
Borrowers; 
 (c)    require that the Borrowers Cash Collateralize the L/C Obligations (in an amount
equal to the then Outstanding Amount thereof); and 
 (d)    exercise on behalf of itself, the Lenders
and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents; 
 provided, however,
that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrowers under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C
Credit Extensions shall automatically terminate, 

  
 77 













 
the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrowers to Cash
Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. 

8.03    Application of Funds. After the exercise of remedies provided for in
Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to
Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: 

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including
fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; 

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal,
interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article III), ratably among them in
proportion to the respective amounts described in this clause Second payable to them; 
 Third, to payment of that
portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this
clause Third payable to them; 
 Fourth, to payment of that portion of the Obligations constituting unpaid principal
of the Loans, L/C Borrowings and Obligations then owing under Guaranteed Hedging Obligations, ratably among the Lenders, the L/C Issuer and the Hedge Banks in proportion to the respective amounts described in this clause Fourth held by them;

 Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C
Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Sections 2.03 and 2.16; and 

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise
required by Law. 
 Subject to Section 2.03(c) and Section 2.16, amounts used to Cash
Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all
Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts
received from such Guarantor 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 8.03. 
 Notwithstanding the foregoing, Obligations arising under Guaranteed Hedge Agreements shall be
excluded from the application described above if the Administrative Agent has not received written notice 

  
 78 













 
thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Hedge Bank, as the case may be. 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. 
 ARTICLE IX. 

ADMINISTRATIVE AGENT 

9.01    Appointment and Authority. 

Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder
and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and
powers as are reasonably incidental thereto. The Lenders specifically authorize the Administrative Agent to enter into and deliver the Sharing Agreement on their behalf. The provisions of this Article IX are solely for the benefit of the
Administrative Agent, the Lenders and the L/C Issuer, and none of the Borrowers or any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent”
herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law.
Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. 

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

(a)    shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing; 
 (b)    shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such
other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its
counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and 

  
 79 













 (c)    shall not, except as expressly set forth herein
and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of their Affiliates that is communicated to or obtained by the Person serving as the
Administrative Agent or any of its Affiliates in any capacity. 
 The Administrative Agent shall not be liable for any action taken or not
taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent by the Borrowers, a Lender or the L/C Issuer. 
 The Administrative Agent shall
not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or
other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any
Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or
elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 

9.04    Reliance by Administrative Agent. 

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance
with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is
satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative
Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel,
accountants or experts. 
 9.05    Delegation of Duties. The Administrative Agent may perform any
and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by the Administrative Agent. The Administrative Agent and any such sub agent may perform any and
all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article 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. 

9.06    Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its
resignation to the Lenders, the L/C Issuer and the Borrowers. Upon receipt of any such notice 

  
 80 













 
of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate
of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify
Verisk and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring
Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.06. Upon
the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the
retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees
payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Administrative Agent’s resignation 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 Administrative Agent, its sub agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. 

Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.06 shall also constitute its
resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and
duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of its or their respective duties and obligations hereunder or under the other Loan Documents, and
(c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume
the obligations of the retiring L/C Issuer with respect to such Letters of Credit. 
 If the Person serving as Administrative Agent is a
Defaulting Lender pursuant to clause (d) of the definition of “Defaulting Lender”, the Required Lenders may, to the extent permitted by applicable laws, by notice in writing to the Borrowers and such Person, remove such
Person as Administrative Agent and, in consultation with the Borrowers, 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
without the consent of Verisk (such consent not to be unreasonably withheld), the Required Lenders shall not be permitted to select a successor that is not a U.S. financial institution described in Treasury Regulation Section 1.1441-
1(b)(2)(ii) or a U.S. branch of a foreign bank described in Treasury Regulation Section 1.1441- 1(b)(2)(iv)(A). 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) (hereinafter referred to as the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective
Date. 

  
 81 













 9.07    Non-Reliance on Administrative Agent and Other
Lenders. Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their
Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related
agreement or any document furnished hereunder or thereunder. 
 9.08    No Other Duties, Etc.
Anything herein to the contrary notwithstanding, none of the Arranger, co-syndication agents, or co-documentation agents, if any, listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the
other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder. 

9.09    Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding
under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise: 

(a)    to file and prove a claim for the whole amount of the principal and interest owing and unpaid in
respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent
(including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and
the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 10.04) allowed in such judicial proceeding; and 

(b)    to collect and receive any monies or other Property payable or deliverable on any such claims and to
distribute the same; 
 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay
to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09
and 10.04. 
 Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or
adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of
the claim of any Lender or the L/C Issuer in any such proceeding. 
 9.10    Collateral and Guaranty
Matters. The Lenders (including in their capacity as a potential Hedge Bank) and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, 

  
 82 













 (a)    to release any Lien on any Property granted to or
held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and
liabilities under Guaranteed Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other
arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) subject to
Section 10.01, if approved, authorized or ratified in writing by the Required Lenders; and 

(b)    to release any Guarantor (other than Verisk) from its obligations under the Guaranty if such Person
ceases to be a Subsidiary as a result of a transaction permitted hereunder. 
 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. 
 9.11    Guaranteed Hedge Agreements. No Hedge Bank that obtains the benefits of
Section 8.03, Article XI, or the Guaranty or any Collateral by virtue of the provisions hereof 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 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 Guaranteed 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. 
 9.12    ERISA
Matters. 
 (a)    Each Lender (x) represents and warrants, as of the date such Person became a Lender party
hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the
benefit of Verisk or any other Borrower, that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Plans with
respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement; (ii) the transaction exemption set forth in one or more PTEs, such as PTE
84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for
certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by
in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement; (iii)(A) such Lender is an
investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84 14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,
participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and
this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of 

  
 83 













 
PTE 84 14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84 14 are satisfied with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement; (iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in
its sole discretion, and such Lender. 
 (b)    In addition, unless either (1) sub-clause (i) in the
immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender
further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the
benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of Verisk or any other Borrower, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such
Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative
Agent under this Agreement, any Loan Document or any documents related hereto or thereto). 
 ARTICLE X. 

MISCELLANEOUS 

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

(a)    waive any condition set forth in Section 4.01(a) without the prior express
written consent of each Lender; 
 (b)    extend or increase the Commitment of any Lender (or reinstate
any Commitment terminated pursuant to Section 8.02) without the prior express written consent of such Lender; 

(c)    postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding
mandatory prepayments) 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; 

(d)    reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or
(subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the prior express written consent of each Lender directly
affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest or
Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to
reduce any fee payable hereunder; 
 (e)    change Section 2.13 or
Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; 

  
 84 













 (f)    amend Section 1.08 or
the definition of “Alternative Currency”, “LIBOR Quoted Currency” or “Non-LIBOR Quoted Currency” without the written consent of each Lender and the L/C Issuer obligated to make Credit
Extensions in Alternative Currencies; or 
 (g)    change any provision of this
Section 10.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make
any determination or grant any consent hereunder without the written consent of each Lender; 
 and, provided further, that (i) no
amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit
issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this
Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any
other Loan Document; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto and (v) only the consent of Verisk and the Lenders and L/C Issuer that have agreed to
issue such Credit Extensions in the applicable Alternative Currency shall be necessary to amend the definition of “Eurocurrency Rate” to provide for the addition of a replacement interest rate with respect to such Alternative Currency.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the
consent of such Lender. Notwithstanding anything herein to the contrary, the Borrowers and the Administrative Agent may agree to add Guarantors subject to delivery of substantially the same items referred to in Section 6.12
without consent from any other Person (other than the proposed Guarantor). 
 Notwithstanding any provision herein to the contrary, this
Agreement may be amended with the written consent of the Administrative Agent, the L/C Issuer, the Borrower and the Lenders obligated to make Credit Extensions in Alternative Currencies to amend the definition of “Alternative
Currency”, “LIBOR Quoted Currency”, “Non-LIBOR Quoted Currency” or “Eurocurrency Rate” solely to add additional currency options and the applicable interest rate with respect thereto, in
each case solely to the extent permitted pursuant to Section 1.08. 
 10.02    Notices;
Effectiveness; Electronic Communication. 
 (a)    Notices Generally. Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: 

(i)    if to the Borrowers, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the
address, electronic mail address or telephone number specified for such Person on Schedule 10.02; and 

(ii)    if to any other Lender, to the address, electronic mail address or telephone number specified in
its Administrative Questionnaire. 

  
 85 













 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 delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided
in such subsection (b). 
 (b)    Electronic Communications. Notices and other communications to the
Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall
not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic
communication. The Administrative Agent or the Borrowers may, in their respective discretion, agree to accept notices and other communications to them hereunder by electronic communications pursuant to procedures approved by them; provided
that approval of such procedures may be limited to particular notices or communications. 
 Unless the Administrative Agent otherwise
prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function,
as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent
at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address
as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. 

(c)    The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS
DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED
OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR
THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (hereinafter collectively referred to as the “Agent Parties”) have any liability to the Borrowers, any Lender, the L/C Issuer or any other
Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to
the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party;
provided, however, that in no event shall any Agent Party have any liability to the Borrowers, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or
actual damages). 
 (d)    Change of Address, Etc. Each of the Borrowers, the Administrative Agent, the L/C
Issuer and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number
for notices and other communications hereunder by notice to the Borrowers, the Administrative Agent, the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the
Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to 

  
 86 













 
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 Borrowers or their securities for purposes of United States Federal or state securities laws. 

(e)    Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer
and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices, Notices of Loan Prepayment and Swing Line Loan Notices) purportedly given by or on behalf of the Borrowers 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
Borrowers shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by
or on behalf of the Borrowers. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. 

10.03     No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, the L/C Issuer or
the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder 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 are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law. 
 Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to
enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and
maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the
Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing Line Lender
from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in
accordance with Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a
proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required
Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding
proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. 

  
 87 













 10.04    Expenses; Indemnity; Damage Waiver. 

(a)    Costs and Expenses. The Borrowers shall pay (i) all reasonable actual out of pocket expenses incurred by
the Administrative Agent and its Affiliates (including the reasonable actual fees, charges and disbursements of counsel for the Administrative Agent (subject to any applicable limits on such fees as set forth in
Section 4.01(e)), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any
amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable actual out of pocket expenses incurred by the L/C Issuer in
connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all actual out of pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including
the actual fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan
Documents, including its rights under this Section 10.04, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit. The Borrowers shall have no obligation to pay, or reimburse any Person for, the fees and time charges of attorneys who are employees of the Administrative Agent, any Lender
or the L/C Issuer. 
 (b)    Indemnification by the Borrowers. The Borrowers shall indemnify the Administrative
Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and related expenses (including the reasonable actual fees, charges and disbursements of any counsel for any Indemnitee excluding the fees, time charges and disbursements for attorneys who may be employees of any
Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any
other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby,
or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in
Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any Property owned or operated by the Borrowers or any of
their Subsidiaries, or any Environmental Liability related in any way to the Borrowers or any of their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether
based on contract, tort or any other theory, whether brought by a third party or by the Borrowers 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 (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or
willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if
the Borrowers or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. The obligations of the Borrowers under this clause (b) shall survive
the payment in full of the Obligations and the termination of this Agreement. 
 (c)    Reimbursement by Lenders.
To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by them to the Administrative Agent (or any
sub-agent thereof), the L/C Issuer or any Related Party of any of the 

  
 88 













 
foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable
Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as
the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such
sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d). 

(d)    Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Borrowers shall
not assert, and hereby waives, 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 Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection
(b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other
information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of
such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. 

(e)    Payments. All amounts due under this Section 10.04 shall be payable not later than
15 Business Days after demand therefor. 
 (f)    Survival. The agreements in this
Section 10.04 shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction
or discharge of all the other Obligations. 
 10.05     Payments Set Aside. To the extent that any
payment by or on behalf of the Borrowers is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or
any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share
(without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to
time in effect, in the applicable currency of such recovery or payment. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination
of this Agreement. 
 10.06    Successors and Assigns. 

(a)    Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns permitted hereby, except that none of the Borrowers or any other Loan Party may assign or otherwise transfer any of its rights


  
 89 













 
or obligations hereunder without the prior express written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section 10.06, (ii) by way of participation in accordance with the provisions of subsection (d) of
this Section 10.06, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section 10.06 (and any other attempted
assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted
hereby, Participants to the extent provided in subsection (d) of this Section 10.06 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and
the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

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

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

(B)    in any case not described in subsection (b)(i)(A) of this
Section 10.06, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the
assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be unreasonably
withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of
its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met. 

(ii)    Proportionate Amounts. Each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (b)(ii) shall not apply to the Swing Line Lender’s rights and
obligations in respect of Swing Line Loans; 
 (iii)    Required Consents. No consent shall be
required for any assignment except to the extent required by subsection (b)(i)(B) of this Section 10.06 and, in addition: 

(A)    the consent of Verisk (such consent not to be 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; 

  
 90 













 (B)    the consent of the Administrative Agent (such
consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; 

(C)    the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be
required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (regardless of whether or not there is any Outstanding Amount of L/C Obligations at the time of such
assignment); and 
 (D)    the consent of the Swing Line Lender (such consent not to be unreasonably
withheld or delayed) shall be required for any assignment (regardless of whether or not there is any Outstanding Amount of Swing Line Loans at the time of such assignment). 

(iv)    Assignment and Assumption. The parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and
recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 

(v)    No Assignment to Borrower or Related Parties. No such assignment shall be made to the
Borrowers, any Guarantor, or any of the Borrowers’ respective Affiliates or Subsidiaries. 

(vi)    No Assignment to Natural Persons. No such assignment shall be made to a natural person. 

(vii)     Certain Additional Payments. In connection with any assignment of rights and obligations
of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent
in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of
Verisk and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to
(x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro
rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting
Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such
compliance occurs. 
 Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this
Section 10.06, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and 

  
 91 













 
Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective
date of such assignment. Upon request, the Borrowers (at their reasonable 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 (b) 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. 
 (c)    Register. The Administrative Agent, acting solely for this
purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments
of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (hereinafter referred to as the “Register”). The entries in the Register shall be conclusive, and the
Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In
addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrowers and any
Lender, at any reasonable time and from time to time upon reasonable prior notice. 
 (d)    Participations. Any
Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, any L/C Issuer or Swing Line Lender, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrowers or any
Guarantor or any of the Borrowers’ respective Affiliates or Subsidiaries) (hereinafter each shall be referred to as a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement
shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue
to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers,
maintain a register on which it enters the name and address of each Participant and the principal amounts and interest amounts of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant
Register”). The entries in the Participant Register shall be conclusive absent manifest error, and each party hereto 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. Without limitation of the requirements of this subsection (d), no Lender shall have any obligation to disclose all or any portion of a Participant Register to any Person
(including the identity of any Participant or any information relating to a Participant’s interest in the Commitments, Loans or other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that
such Commitment, Loan or other obligation is in registered form for U.S. federal income tax purposes or is otherwise required by applicable law. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall
have no responsibility for maintaining a Participant Register. 
 Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide
that such Lender will not, without the consent of the Participant, agree to any amendment, 

  
 92 













 
waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this
Section 10.06, the Borrowers agree 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. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a
Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. 

(e)    Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment
under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made
with the Borrowers’ prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrowers are notified of the participation
sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(e) as though it were a Lender. 

(f)    Certain Pledges. Any Lender may at any time pledge or assign (without the consent of the Borrowers or the
Administrative Agent) a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a federal reserve
bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

(g)    Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the
contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, (i) upon 30 days’ notice to the Borrowers and the Lenders, resign as L/C
Issuer and/or (ii) upon 30 days’ notice to the Borrowers, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrowers shall be entitled to appoint from among the Lenders a successor
L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrowers to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If
Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C
Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as
Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to
make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender (and the acceptance of such
appointment by the applicable Lender), (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C
Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America
with respect to such Letters of Credit. 
 10.07     Treatment of Certain Information;
Confidentiality. Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the “Information” (as such term is defined below), except that Information may be disclosed (a) to its
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), (b) to the extent required or requested by
any regulatory authority purporting to have jurisdiction over such Person its Related Parties (including any self-

  
 93 













 
regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process,
(d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 10.07, to (i) any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14 or (ii) any actual or prospective party (or its Related Parties) to any
swap, derivative or other transaction under which payments are to be made by reference to the Borrowers and their obligations, this Agreement or payments hereunder, (g) on a confidential basis to (A) rating agencies in connection with
rating the Borrowers or their Subsidiaries or the credit facilities provided hereunder or (B) the CUSIP Service Bureau or any similar agency in connection with the application, issuance, publishing and monitoring of CUSIP numbers or other
market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of Verisk, (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this
Section 10.07, (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers or (z) is
independently discovered or developed by a party hereto without utilizing any Information received from the Borrowers or violating the terms of this Section 10.07 and (j) to any credit insurance provider relating to
the Borrowers and their respective obligations; provided that, prior to any disclosure, such credit insurance provider shall undertake in writing to preserve the confidentiality of any confidential information relating to Loan Parties
received by it from the Administrative Agent or any Lenders. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers
to the lending industry and service providers to the Administrative Agent, the L/C Issuer and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments. 

For purposes of this Section 10.07, “Information” means all information received from any Borrower
or any Subsidiary relating to such Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to
disclosure by any Borrower or any Subsidiary, provided that, in the case of information received from a Borrower or a 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. 
 Each of the Administrative
Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning a Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use
of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. 

10.08     Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender,
the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of any Borrower or any other Loan
Party against any and all of the obligations of such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer
shall have 

  
 94 













 
made any demand under this Agreement or any other Loan Document and although such obligations of such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office
of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts
so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 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 (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations
owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section 10.08 are in addition to other rights and remedies
(including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify Verisk and the Administrative Agent promptly after any such setoff and application;
provided that the failure to give such notice shall not affect the validity of such setoff and application. 

10.09     Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan
Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (hereinafter referred to as 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 Borrowers. In determining whether the
interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee,
or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the
Obligations hereunder. 
 10.10    Counterparts; Integration; Effectiveness. 

(a)    This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of
which shall constitute an original, but all of which when taken together shall constitute a single contract. 

(b)    This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof (including the credit facilities and letters of credit referenced in paragraphs of this
Section 10.10. 
 (c)    Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties
hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of an original executed counterpart of this Agreement. 

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


  
 95 













 10.12    Severability. If any provision of this
Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired
thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this
Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent,
the L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited. 

10.13     Replacement of Lenders. If any Lender requests compensation under
Section 3.04, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a
Defaulting Lender, or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto, then the Borrowers may, at their 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 and obligations
under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that: 

(a)    the Borrowers shall have paid to the Administrative Agent the assignment fee specified in
Section 10.06(b); 
 (b)    such Lender shall have received payment of an
amount equal to 100% of the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under
Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts); 

(c)    in the case of any such assignment resulting from a claim for compensation under
Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and 

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

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply. 

10.14    Governing Law; Jurisdiction; Etc. 

(a)    GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the law of the State of
New York. 
 (b)     SUBMISSION TO JURISDICTION. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
SUBMITS, FOR ITSELF AND ITS PROPERTY, TO 

  
 96 













 
THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT
FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL
CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY
SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE
ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWERS OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION. 
 (c)    WAIVER OF VENUE. EACH BORROWER HEREBY 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 10.14. 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. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

10.15     Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 10.15. 
 10.16    No Advisory or Fiduciary Responsibility. In connection with all aspects of each
transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower hereby acknowledges and agrees, and acknowledges its Affiliates’ understanding, that:
(a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger are arm’s-length commercial transactions between the Borrowers, each other Loan Party and their respective Affiliates,
on the one hand, 

  
 97 













 
and the Administrative Agent and the Arranger, on the other hand, (ii) each of the Borrowers and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors
to the extent it has deemed appropriate, and (iii) the Borrowers and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan
Documents; (b) (i) the Administrative Agent and the Arranger each 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 Borrowers, any other Loan Party or any of their respective Affiliates, or any other Person and (ii) neither the Administrative Agent nor any Arranger has any obligation to the Borrowers, any other Loan Party or any of their
respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Arranger and their respective Affiliates may
be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any Arranger has any obligation to disclose
any of such interests to the Borrowers, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each Borrower hereby waives and releases any claims that it may have against the Administrative Agent and the
Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 

10.17    Electronic Execution of Assignments and Certain Other Documents. The words “execute,”
“execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment
and Assumptions, amendments or other modifications, Committed Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on
electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any
other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any
form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it and provided further, without limiting the foregoing, upon the request of any party, any electronic signature shall be
promptly followed by a manually executed signature. 
 10.18     USA PATRIOT Act. Each Lender that
is subject to the Patriot Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (hereinafter referred to as the “Patriot Act”), it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the
Borrowers and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Loan Parties in accordance with the Patriot Act. The Loan Parties shall, promptly following a request by the Administrative Agent
or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and
regulations, including the Patriot Act and the Beneficial Ownership Regulation. 
 10.19    Time of the
Essence. Time is of the essence of the Loan Documents. 

  
 98 













 10.20    Keepwell. Each Loan Party that is a
Qualified ECP Guarantor at the time the Guaranty by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other
support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under its Guaranty in respect of such Swap Obligation (but, in each case, only
up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 10.20 voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.20 shall remain in full force and effect until the
Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section 10.20 to constitute, and this Section 10.20 shall be deemed to constitute, a
guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act. 

10.21    Designation of Additional Borrowing Subsidiaries. Unless a Default has occurred and is continuing,
Verisk at any time and from time to time following the date hereof, upon not less than 15 Business Days’ notice to the Administrative Agent (which notice the Administrative Agent shall promptly send to each Lender and the L/C Issuer), may
designate any Wholly-Owned Domestic Subsidiary to be a Borrowing Subsidiary upon the completion of the following (the date of which shall be as notified by the Administrative Agent to Verisk, each Lender and the L/C Issuer, which notice shall be
deemed conclusive and binding): (a) each of Verisk and such Subsidiary shall have executed and delivered to the Administrative Agent a Designation of Borrowing Subsidiary, (b) the Administrative Agent shall have received with respect to such
Subsidiary documentation corresponding to the items referred to in Sections 4.01(a)(iii) through (v) (for purposes hereof replacing any references in such Sections to “Verisk” and the “Effective Date”, respectively,
with such Subsidiary and with the date on which such Subsidiary becomes a Borrowing Subsidiary) and (c) Verisk shall provide upon the request of the Administrative Agent or any Lender, any documentation or other evidence (including a Beneficial
Ownership Certification) as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender, as applicable, to comply with “know your customer” and other applicable laws and
regulations, whereupon (i) such Subsidiary shall become a party hereto and shall have the rights and obligations of a Borrower hereunder and (ii) the Obligations of such Subsidiary shall be guaranteed by Verisk in accordance with
Section 11.01. 
 10.22    Acknowledgement and Consent to Bail-In of EEA Financial
Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution
arising under any Loan Document may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a)    the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities
arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and 
 (b)    the
effects of any Bail-In Action on any such liability, including, if applicable: 
 (i)    a reduction in
full or in part or cancellation of any such liability; 
 (ii)    a conversion of all, or a portion of,
such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership
will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or 

  
 99 













 (iii)    the variation of the terms of such liability in
connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. 

10.23    Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary
to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency
with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan
Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be
discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case
may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender
from any Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the
Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to such
Borrower (or to any other Person who may be entitled thereto under applicable law). 
 10.24    Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”,
and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the
Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions
below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States): 

(a)    In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes
subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights
in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit
Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater
extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the
foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support. 

  
 100 













 (b)    As used in this Section 10.24, the
following terms have the following meanings: 
 “BHC Act Affiliate” of a party means an
“affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. 

“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in,
and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined
in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). 
 “Default Right” has the meaning
assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. 

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be
interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). 
 ARTICLE XI. 

GUARANTEE OF BORROWING SUBSIDIARY OBLIGATIONS 

11.01    Guaranty. Verisk hereby absolutely and unconditionally guarantees, as a guaranty of payment
and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Borrowing Subsidiary Obligations.
The Administrative Agent’s and the Lenders’ respective books and records showing the amount of the Borrowing Subsidiary Obligations shall be admissible in evidence in any action or proceeding. This Article XI shall not be affected
by the genuineness, validity, regularity or enforceability of the Borrowing Subsidiary Obligations or any instrument or agreement evidencing any Borrowing Subsidiary Obligations, or by the existence, validity, enforceability, perfection,
non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Borrowing Subsidiary Obligations which might otherwise constitute a defense to the obligations of Verisk under this Article XI, and Verisk
hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing. Anything contained herein to the contrary notwithstanding, the obligations of Verisk hereunder at any time shall be
limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code (Title 11, United States Code) or
any comparable provisions of any similar federal or state law. 
 11.02    Certain Waivers. Verisk
waives (a) any defense arising by reason of any disability or other defense of the Borrowing Subsidiaries or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of the Administrative Agent or any
Lender) of the liability of the Borrowing Subsidiaries; (b) any defense based on any claim that Verisk’s obligations exceed or are more burdensome than those of the Borrowing Subsidiaries; (c) any right to require the Administrative
Agent or any Lender to proceed against the Borrowing Subsidiaries, proceed against or exhaust any security for the Indebtedness, or pursue any other remedy in the Administrative Agent’s or the Lenders’ power whatsoever; (d) any
benefit of and any right to participate in any security now or hereafter held by the Administrative Agent or the Lenders; and (e) all defenses based on suretyship or impairment of collateral (Verisk, the Administrative Agent, and the Lenders
intending this waiver to have the effects described in Section 48 of the Restatements (Third) of the Law of Suretyship and Guaranty). Verisk expressly waives all setoffs and counterclaims and all presentments, demands for payment or
performance, notices of 

  
 101 













 
nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Borrowing Subsidiary
Obligations, and all notices of acceptance of this Article XI or of the existence, creation or incurrence of new or additional Borrowing Subsidiary Obligations. 

11.03 Obligations Independent. The obligations of Verisk hereunder are those of primary obligor, and not merely as surety, and are
independent of the Borrowing Subsidiary Obligations and the obligations of any other guarantor, and a separate action may be brought against Verisk to enforce this Article XI whether or not the Borrowing Subsidiaries or any other person or
entity is joined as a party. 
 11.04    Subrogation. Verisk shall not exercise any right of
subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Article XI until all of the Borrowing Subsidiary Obligations and any amounts payable under this Article XI have been
indefeasibly paid and performed in full and any commitments of the Lenders or facilities provided by the Lenders with respect to the Borrowing Subsidiary Obligations are terminated. If any amounts are paid to Verisk in violation of the foregoing
limitation, then such amounts shall be held in trust for the benefit of the Administrative Agent (for the further benefit of the Lenders) and shall forthwith be paid to the Administrative Agent, for the benefit of the Lenders, to reduce the amount
of the Borrowing Subsidiary Obligations, whether matured or unmatured. 
 11.05    Subordination. Verisk hereby
subordinates the payment of all obligations and indebtedness of the Borrowing Subsidiaries owing to Verisk, whether now existing or hereafter arising, including, but not limited to, any obligation of the Borrowing Subsidiaries to Verisk as subrogee
of the Administrative Agent, for the benefit of the Lenders, or resulting from Verisk’s performance under this Article XI, to the indefeasible payment in full in cash of all Borrowing Subsidiary Obligations. If the Administrative Agent
so requests after the occurrence and during the continuance of an Event of Default, any such obligation or indebtedness of the Borrowing Subsidiaries to Verisk shall be enforced and performance received by Verisk as trustee for the Administrative
Agent, for the benefit of the Lenders, and the proceeds thereof shall be paid over to the Administrative Agent, for the benefit of the Lenders, on account of the Borrowing Subsidiary Obligations. 

11.06    Stay of Acceleration. In the event that acceleration of the time for payment of any of the
Borrowing Subsidiary Obligations is stayed, in connection with any case commenced by or against Verisk or the Borrowing Subsidiaries under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by Verisk immediately upon
demand by the Administrative Agent. 

  
 102 













 SCHEDULE 2.01 

COMMITMENTS 
 AND
APPLICABLE PERCENTAGES 
  

									
	 Lender
	  	Commitment	 	  	Applicable Percentage	 
	 Bank of America, N.A.
	  	$	165,000,000.00	 	  	 	16.5	% 
	 HSBC Bank USA, N.A.
	  	$	135,000,000.00	 	  	 	13.5	% 
	 JPMorgan Chase Bank, N.A.
	  	$	135,000,000.00	 	  	 	13.5	% 
	 Wells Fargo Bank, National Association
	  	$	135,000,000.00	 	  	 	13.5	% 
	 Citibank, N.A.
	  	$	100,000,000.00	 	  	 	10.0	% 
	 Credit Suisse AG, Cayman Islands Branch
	  	$	100,000,000.00	 	  	 	10.0	% 
	 Morgan Stanley Bank, N.A.
	  	$	100,000,000.00	 	  	 	10.0	% 
	 TD Bank, N.A.
	  	$	85,000,000.00	 	  	 	8.5	% 
	 The Northern Trust Company
	  	$	45,000,000.00	 	  	 	4.5	% 
		  	  
	  
	 	  	  
	  
	 
	 Total
	  	$	1,000,000,000.00	 	  	 	100.0	% 
		  	  
	  
	 	  	  
	  
	 













 REVISED EXHIBIT A 

(see attached) 












 EXHIBIT A 

FORM OF COMMITTED LOAN NOTICE 

Date:             ,         

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

Ladies and Gentlemen: 
 Reference is made to
that certain Second Amended and Restated Credit Agreement, dated as of April 22, 2015 (as amended by the First Amendment, dated as of July 24, 2015, the Second Amendment, dated as of May 26, 2016, the Third Amendment, dated as of May 18, 2017 and
the Fourth Amendment, dated as of August [●], 2019, and as further amended, restated, amended and restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used
herein as therein defined), among Verisk Analytics, Inc., a Delaware corporation (“Verisk”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 

The undersigned hereby requests (select one): 

☐  A Borrowing of Committed Loans    ☐  A conversion or continuation of Loans 

1. On
                                 (a Business Day). 

2. In the amount of [$][€][£]
                    . 
 3. Comprised of
[Eurocurrency Rate Loan][Base Rate Loan][LIBOR Daily Loan] 1. 

                        
   [Type of Committed Loan requested] 
 4. [For Eurodollar Rate Loans: with an Interest Period of
                      months.]2 

The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01
of the Agreement. 
  

			
	[VERISK ANALYTICS, INC.][APPLICABLE BORROWING SUBSIDIARY]


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

	1 	 Base Rate Loans and LIBOR Daily Loans are only available in Dollars. 



	2 	 Delete if Base Rate Loan or LIBOR Daily Loan is requested. 














 REVISED EXHIBIT C 

(see attached) 












 EXHIBIT C 

FORM OF NOTE 
  

                     

FOR VALUE RECEIVED, each of the undersigned, Verisk Analytics, Inc., a Delaware corporation (“Verisk”) and the
additional Borrowing Subsidiaries, if any, (hereinafter collectively referred to as the “Borrowers”) hereby promises to pay, on a several basis, to
[                                 ] or registered assigns
(hereinafter referred to as the “Lender”), in accordance with the provisions of the “Agreement” (as such term is hereinafter defined), the principal amount of each Loan from time to time made by the Lender to such
Borrower under that certain Second Amended and Restated Credit Agreement, dated as of April 22, 2015 (as amended by the First Amendment, dated as of July 24, 2015, the Second Amendment, dated as of May 26, 2016, the Third Amendment, dated as of May
18, 2017 and the Fourth Amendment, dated as of August [●], 2019, and as further amended, restated, amended and restated, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined
therein being used herein as therein defined), among Verisk, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 

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

 This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part
subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining
unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary
course of business. 
 Each Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand
and notice of protest, demand, dishonor and non-payment of this Note. 
 THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK. 
  

			
	VERISK ANALYTICS, INC.
		
	By:	 	
                     
                                        


	Name:	 	  

	Title:	 	  
















			
	[BORROWING SUBSIDIARY]3
		
	By:	 	
                     
                                        


	Name:	 	  

	Title:	 	  



  

	3 	 If applicable.