EXHIBIT 10.2

  

   

    

  
    Execution Version

     

   

  

  
    FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

    THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this “Agreement”) is entered into as of May 4, 2020
      among CDK GLOBAL, INC., a Delaware corporation (the “Company”), the Lenders party hereto, and BANK OF AMERICA, N.A., as the Administrative Agent.  All capitalized terms used herein and not otherwise defined herein shall have the meanings given
      to such terms in the Existing Credit Agreement (as defined below).

    RECITALS

    WHEREAS, the Company, the Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time
      party thereto, and Bank of America, N.A., as the Administrative Agent, entered into that certain Revolving Credit Agreement, dated as of August 17, 2018 (as amended, restated, amended and restated, supplemented, extended, replaced or otherwise
      modified from time to time prior to the First Amendment Effective Date, the “Existing Credit Agreement”);

    WHEREAS, the Company has requested that the Existing Credit Agreement be amended as set forth below, subject to
      the terms and conditions specified in this Agreement; and

    WHEREAS, the parties hereto are willing to amend the Existing Credit Agreement, subject to the terms and
      conditions specified in this Agreement.

    NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good
      and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

    1.          Amendments to
          Existing Credit Agreement; Effect of this Agreement; No Impairment.

    (a)          The

        Existing Credit Agreement is amended and restated in its entirety to read in the form attached hereto as Annex A (the credit agreement attached hereto as Annex A being referred to herein as the “Amended Credit Agreement”). 
        Except as expressly modified and amended in this Agreement, all of the terms, provisions and conditions of the Loan Documents shall remain unchanged and in full force and effect.  The Loan Documents and any and all other documents heretofore, now
        or hereafter executed and delivered pursuant to the terms of the Existing Credit Agreement are hereby amended so that any reference to the Existing Credit Agreement shall mean a reference to the Amended Credit Agreement.  The Amended Credit
        Agreement is not a novation of the Existing Credit Agreement.

    (b)          Section

        1.2 of Annex 1 attached to Exhibit A of the Existing Credit Agreement is amended to read as follows:

    1.2          Assignee. 

        The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a
        Lender under the Credit Agreement, (ii) it satisfies all of the requirements of an Eligible Assignee and any other requirements specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and
        become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is
        sophisticated with respect to decisions to acquire assets of the type represented by the 

    
      
        


    

    
    Assigned Interest and either it, or the Person exercising discretion in making its decision to
        acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received and/or had the opportunity to review a copy of the Credit Agreement to the extent it has in its sole discretion deemed necessary, together with
        copies of the most recent financial statements delivered pursuant to Section 5.01(a) and Section 5.01(b) thereof (or, prior to the first such delivery, the financial statements referred to in Section 3.04(a) thereof), as applicable, and such other
        documents and information as it has in its sole discretion deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such
        analysis and decision independently and without reliance on any Agent or any other Lender, and (vi) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly
        completed and executed by the Assignee; (b) agrees that (i) it will, independently and without reliance on any Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue
        to make its own credit decisions in taking or not taking action under the Loan Documents, (ii) it appoints and authorizes each Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other
        Loan Documents as are delegated to or otherwise conferred upon such Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (iii) it will perform in accordance with their terms all of the obligations which by
        the terms of the Loan Documents are required to be performed by it as a Lender; (c) acknowledges and agrees that, as a Lender, it may receive confidential information concerning the Company and its Affiliates and agrees to use such information in
        accordance with Section 10.12 of the Credit Agreement; (d) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof; and (e) shall pay to the
        Administrative Agent an assignment fee to the extent required to be paid by the Assignee or Assignor under Section 10.04(c)(iii) of the Credit Agreement.

    (c)          New

        Exhibits G, H and I are added to the Amended Credit Agreement to read in the forms of Exhibit G, Exhibit H and Exhibit I attached hereto.

    (d)          This

        Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent or any Lender under the Loan Documents, and except as set forth herein shall not alter,
        modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Loan Documents.

    2.          Conditions
          Precedent.  This Agreement shall be effective upon satisfaction of the following conditions precedent:

    (a)          The

        Administrative Agent shall have received counterparts of this Agreement signed on behalf of by the Company, the Required Lenders and the Administrative Agent.

    (b)          The

        Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming that, before and after giving effect to the
        transactions contemplated by this Agreement on the First Amendment Effective Date, (i) the representations and warranties of the Company set forth in the Amended Credit Agreement are true and correct (A) in the case of representations and
        warranties qualified as to materiality, in all respects, and (B) otherwise, in all 

    
      2

      
        


    

    material respects, in each case on and as of the First Amendment Effective Date, except to the extent
        such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct (1) in the case of representations and warranties qualified as to materiality, in all respects, and
        (2) otherwise, in all material respects, as of such earlier date, and (ii) no Default or Event of Default shall have occurred and be continuing.

    (c)          The

        Company shall have paid all fees and other amounts due and payable on or prior to the First Amendment Effective Date pursuant to this Agreement, the other Loan Documents and any fee letter entered into in connection with this Agreement and not
        heretofore paid, including, to the extent invoiced not later than the second Business Day prior to the First Amendment Effective Date (or such later date as the Company may agree), reimbursement or payment of all reasonable and documented
        out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company in connection with this Agreement and the transactions contemplated hereby.

    3.          Miscellaneous.

    (a)          The

        Loan Documents and the obligations of the Company thereunder are hereby ratified and confirmed and shall remain in full force and effect according to their terms.  This Agreement is a Loan Document.

    (b)          The

        Company represents and warrants that: (i) the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder are within the Company’s powers and have been duly authorized by all necessary corporate and, if
        required, stockholder action; (ii) this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable 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 considered in a proceeding in equity or at law; and (iii) the execution and delivery of
        this Agreement and the performance by the Company of its obligations hereunder (A) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made
        and are in full force and effect and except as may be required under applicable securities laws and regulations, (B) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company or any
        order of any Governmental Authority, (C) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company or any Subsidiary or their assets, or give rise to a right thereunder to require any
        payment to be made by the Company or any Subsidiary, and (D) will not result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary.

    (c)          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.  Delivery of an executed
        counterpart of a signature page of this Agreement by fax or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Agreement.  Subject to Section 10.17 of the Amended Credit Agreement,
        execution of this Agreement 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, physical delivery thereof or the use of a paper based recordkeeping system, as the case may be.

    
      3

      
        


    

    (d)          Each

        Lender party hereto represents and warrants that, after giving effect to this Agreement, the representations and warranties of such Lender set forth in the Amended Credit Agreement are true and correct as of the First Amendment Effective Date. 
        Each Lender party hereto hereby agrees to comply with the covenants applicable to such Lender set forth in the Amended Credit Agreement.  Each party hereto acknowledges and agrees to the provisions set forth in Section 10.20 and 10.21 of the
        Amended Credit Agreement.

    (e)          Any

        provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality
        and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

    (f)          This

        Agreement shall be construed in accordance with and governed by the law of the State of New York.

    (g)          The

        terms of Sections 10.09 and 10.10 of the Existing Credit Agreement with respect to jurisdiction, waiver of venue and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the
        parties hereto agree to such terms.

    [Signature pages follow]

     

    

     

    

    
      4

      
        


    

    

    

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

    	
            COMPANY:

          	
            CDK GLOBAL, INC.,

          	 
	 	
            a Delaware corporation

          	 
	 	 	 	 
	 	
            By:

          	
            /s/ Lee J. Brunz

          	 
	 	
            Name:

          	
            Lee J. Brunz

          	 
	 	
            Title:

          	
            Executive Vice President, General Counsel & Secretary

          	 
	 	 	 	 


    

    

    

    

    
      CDK GLOBAL, INC.

      FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

    

    
      
        


    

    

    

    

    

    	
            ADMINISTRATIVE AGENT:

          	
            BANK OF AMERICA, N.A.,

          	 
	 	
            as Administrative Agent

          	 
	 	 	 	 
	 	
            By:

          	
            /s/ Melissa Mullis

          	 
	 	
            Name:

          	
            Melissa Mullis

          	 
	 	
            Title:

          	
            Assistant Vice President

          	 
	 	 	 	 


    

    

    

    

    
      CDK GLOBAL, INC.

      FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

    

    
      
        


    

    

    

    	
            LENDERS:

          	
            BANK OF AMERICA, N.A.,

          	 
	 	
            as a Lender

          	 
	 	 	 	 
	 	
            By:

          	
            /s/ Casey Richardson

          	 
	 	
            Name:

          	
            Casey Richardson

          	 
	 	
            Title:

          	
            Vice President

          	 
	 	 	 	 


    

    

    

    

    
      CDK GLOBAL, INC.

      FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

      
        
          


      

    

    

    

    

    

    	 	
            JPMORGAN CHASE BANK, N.A.,

          	 
	 	
            as a Lender

          	 
	 	 	 	 
	 	
            By:

          	
            /s/ Inderjeet Singh Aneja

          	 
	 	
            Name:

          	
            INDERJEET SINGH ANEJA

          	 
	 	
            Title:

          	
            EXECUTIVE DIRECTOR

          	 
	 	 	 	 


    

    

    

    

    
      CDK GLOBAL, INC.

      FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

      
        
          


      

       

      

       

      

    

    	 	
            MUFG BANK, LTD.,

          	 
	 	
            as a Lender

          	 
	 	 	 	 
	 	
            By:

          	
            /s/ Matthew Antioco

          	 
	 	
            Name:

          	
            Matthew Antioco

          	 
	 	
            Title:

          	
            Director

          	 
	 	 	 	 


    

    

    
      CDK GLOBAL, INC.

      FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

      
        
          


      

    

    

    

    

    

    	 	
            U.S. BANK NATIONAL ASSOCIATION,

          	 
	 	
            as a Lender

          	 
	 	 	 	 
	 	
            By:

          	
            /s/ Jennifer Hwang

          	 
	 	
            Name:

          	
            Jennifer Hwang

          	 
	 	
            Title:

          	
            Senior Vice President

          	 
	 	 	 	 


    

    

    

      
        
          


      

    

    

    

    	 	
            WELLS FARGO BANK, NATIONAL ASSOCIATION,

          	 
	 	
            as a Lender

          	 
	 	 	 	 
	 	
            By:

          	
            /s/ Evan Waschitz

          	 
	 	
            Name:

          	
            Evan Waschitz

          	 
	 	
            Title:

          	
            Director

          	 
	 	 	 	 


    

    

    
      CDK GLOBAL, INC.

      FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

      
        
          


      

    

    

    

    	 	
            BANK OF MONTREAL, CHICAGO BRANCH,

          	 
	 	
            as a Lender

          	 
	 	 	 	 
	 	
            By:

          	
            /s/ Joseph W. Linder

          	 
	 	
            Name:

          	
            Joseph W. Linder

          	 
	 	
            Title:

          	
            Vice President

          	 
	 	 	 	 


    

    

    

    

    
      CDK GLOBAL, INC.

      FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

      
        
          


      

    

    

    

    	 	
            BNP PARIBAS,

          	 
	 	
            as a Lender

          	 
	 	 	 	 
	 	
            By:

          	
            /s/ Eve Ravelojaona

          	 
	 	
            Name:

          	
            Eve Ravelojaona

          	 
	 	
            Title:

          	
            Director

          	 
	 	 	 	 
	 	
            By:

          	
            /s/ Yudesh Sohan

          	 
	 	
            Name:

          	
            Yudesh Sohan

          	 
	 	
            Title:

          	
            Director

          	 
	 	 	 	 


    

    

    

    

    
      CDK GLOBAL, INC.

      FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

      
        
          


      

    

    

    

    	 	
            MIZUHO BANK, LTD.,

          	 
	 	
            as a Lender

          	 
	 	 	 	 
	 	
            By:

          	
            /s/ Tracy Rahn

          	 
	 	
            Name:

          	
            Tracy Rahn

          	 
	 	
            Title:

          	
            Executive Director

          	 
	 	 	 	 


    

    

    
      CDK GLOBAL, INC.

      FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

      
        
          


      

    

    

    

    	 	
            CITIBANK, N.A.,

          	 
	 	
            as a Lender

          	 
	 	 	 	 
	 	
            By:

          	
            /s/  James M. Walsh

          	 
	 	
            Name:

          	
            James M. Walsh

          	 
	 	
            Title:

          	
            Managing Director

          	 
	 	 	 	 


    

    

    

    

    
      CDK GLOBAL, INC.

      FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

      
        
          


      

    

    

    

    	 	
            CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

          	 
	 	
            as a Lender

          	 
	 	 	 	 
	 	
            By:

          	
            /s/ Whitney Gaston

          	 
	 	
            Name:

          	
            Whitney Gaston

          	 
	 	
            Title:

          	
            Authorized Signatory

          	 
	 	 	 	 
	 	
            By:

          	
            /s/  Komal Shah

          	 
	 	
            Name:

          	
            Komal Shah

          	 
	 	
            Title:

          	
            Authorized Signatory

          	 
	 	 	 	 


    

    

    

    

    
      CDK GLOBAL, INC.

      FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

      
        
          


      

    

    

    

    	 	
            CITIZENS BANK, N.A.,

          	 
	 	
            as a Lender

          	 
	 	 	 	 
	 	
            By:

          	
            /s/ Lawrence Ridgway

          	 
	 	
            Name:

          	
            Lawrence Ridgway

          	 
	 	
            Title:

          	
            Senior Vice Presdent

          	 
	 	 	 	 


    

    

    

      
        
          


      

    

    

    

    

    

    	 	
            THE HUNTINGTON NATIONAL BANK,

          	 
	 	
            as a Lender

          	 
	 	 	 	 
	 	
            By:

          	
            /s/  Mark Zobel

          	 
	 	
            Name:

          	
            Mark Zobel

          	 
	 	
            Title:

          	
            Vice President

          	 
	 	 	 	 


    

    

    
      CDK GLOBAL, INC.

      FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

      
        
          


      

    

    

    

    	 	
            ASSOCIATED BANK, N.A.,

          	 
	 	
            as a Lender

          	 
	 	 	 	 
	 	
            By:

          	
            /s/ Stacy L. Kernz

          	 
	 	
            Name:

          	
            Stacy L. Kernz

          	 
	 	
            Title:

          	
            Assistant Vice President

          	 
	 	 	 	 


    

    

    

    

    
      CDK GLOBAL, INC.

      FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

      
        
          


      

    

    

    

    	 	
            TRUIST BANK,

          	 
	 	
            as a Lender

          	 
	 	 	 	 
	 	
            By:

          	
            /s/ Thomas P. Trail

          	 
	 	
            Name:

          	
            Thomas P. Trail

          	 
	 	
            Title:

          	
            Senior Vice President

          	 
	 	 	 	 


    

    

    
      CDK GLOBAL, INC.

      FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

      
        
          


      

    

    

    

    	 	
            MORGAN STANLEY BANK, N.A.,

          	 
	 	
            as a Lender

          	 
	 	 	 	 
	 	
            By:

          	
            /s/ John Kuhns

          	 
	 	
            Name:

          	
            John Kuhns

          	 
	 	
            Title:

          	
            Authorized Signatory

          	 


    

    

    
      CDK GLOBAL, INC.

      FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

      
        
          


      

    

    

    

    Annex A

    

    

    Amended Credit Agreement

    

    

    See attached.

     

    

    
      
        


    

    
      

      

      

        
          Published CUSIP Numbers:

          Deal: 12508JAJ9

          Revolver: 12508JAK6

        

        
          

          

          
            
 

        

        ANNEX A

        REVOLVING CREDIT AGREEMENT

        (as amended by that certain First Amendment to

        Revolving Credit Agreement dated May 4, 2020)

        dated as of

        August 17, 2018,

        among

        CDK GLOBAL, INC.,

        The BORROWING SUBSIDIARIES from Time to Time Party Hereto,

        The LENDERS Party Hereto

        and

        BANK OF AMERICA, N.A.,

        as Administrative Agent,

        
          
            

          

          

          

        

        JPMORGAN CHASE BANK, N.A.,

        U.S. BANK NATIONAL ASSOCIATION,

        MUFG BANK, LTD.

        and

        WELLS FARGO BANK, N.A.,

        as Syndication Agents

        BOFA SECURITIES, INC.,

        JPMORGAN CHASE BANK, N.A.,

        U.S. BANK NATIONAL ASSOCIATION,

        MUFG BANK, LTD.

        and

        WELLS FARGO SECURITIES, LLC,

        
          as Joint Lead Arrangers and Joint Bookrunners

           

          

        

        
          
            
 

        

        
          
            


        

        TABLE OF CONTENTS

        

        

        

        	
                ARTICLE I. Definitions

              	
                6

              
	
                 

              	 	 
	
                SECTION 1.01.

              	
                Defined Terms

              	
                6

              
	
                SECTION 1.02.

              	
                Classification of Loans and Borrowings

              	
                42

              
	
                SECTION 1.03.

              	
                Terms Generally

              	
                42

              
	
                SECTION 1.04.

              	
                Accounting Terms; GAAP

              	
                42

              
	
                SECTION 1.05.

              	
                Currency Translation

              	
                43

              
	
                SECTION 1.06.

              	
                Additional Alternative Currencies

              	
                43

              
	
                SECTION 1.07.

              	
                Change of Currency

              	
                44

              
	
                 

              	 	 
	
                ARTICLE II. The Credits

              	
                44

              
	
                 

              	 	 
	
                SECTION 2.01.

              	
                Commitments

              	
                44

              
	
                SECTION 2.02.

              	
                Loans and Borrowings

              	
                45

              
	
                SECTION 2.03.

              	
                Requests for Borrowings

              	
                45

              
	
                SECTION 2.04.

              	
                Funding of Borrowings

              	
                46

              
	
                SECTION 2.05.

              	
                Interest Elections

              	
                47

              
	
                SECTION 2.06.

              	
                Termination or Reduction of Commitments

              	
                48

              
	
                SECTION 2.07.

              	
                Increase of Commitments; Extension of Maturity Date

              	
                49

              
	
                SECTION 2.08.

              	
                Repayment of Loans; Evidence of Debt

              	
                51

              
	
                SECTION 2.09.

              	
                [Reserved]

              	
                51

              
	
                SECTION 2.10.

              	
                Prepayment of Loans

              	
                52

              
	
                SECTION 2.11.

              	
                Fees

              	
                52

              
	
                SECTION 2.12.

              	
                Interest

              	
                53

              
	
                SECTION 2.13.

              	
                Alternate Rate of Interest; Illegality

              	
                54

              
	
                SECTION 2.14.

              	
                Increased Costs

              	
                55

              
	
                SECTION 2.15.

              	
                Break Funding Payments

              	
                56

              
	
                SECTION 2.16.

              	
                Taxes

              	
                57

              
	
                SECTION 2.17.

              	
                Payments Generally; Pro Rata Treatment; Sharing of Set-offs

              	
                60

              
	
                SECTION 2.18.

              	
                Mitigation Obligations; Replacement of Lenders

              	
                62

              
	
                SECTION 2.19.

              	
                Borrowing Subsidiaries

              	
                63

              
	
                SECTION 2.20.

              	
                Defaulting Lenders

              	
                64

              
	
                SECTION 2.21.

              	
                Successor LIBOR

              	
                65

              
	
                 

              	 	 
	
                ARTICLE III. Representations and Warranties

              	
                65

              
	
                 

              	 	 
	
                SECTION 3.01.

              	
                Organization; Powers

              	
                65

              
	
                SECTION 3.02A.

              	
                Authorization; Enforceability

              	
                66

              
	
                SECTION 3.02B.

              	
                Authorization; Enforceability

              	
                66

              
	
                SECTION 3.03A.

              	
                Governmental Approvals; No Conflicts

              	
                66

              
	
                SECTION 3.03B.

              	
                Governmental Approvals; No Conflicts

              	
                66

              
	
                SECTION 3.04.

              	
                Financial Condition; No Material Adverse Change

              	
                66

              
	
                SECTION 3.05.

              	
                Properties

              	
                67

              
	
                SECTION 3.06.

              	
                Litigation and Environmental Matters

              	
                67

              
	
                SECTION 3.07.

              	
                Compliance with Laws and Agreements

              	
                67

              
	
                SECTION 3.08.

              	
                Federal Reserve Regulations

              	
                67

              
	
                SECTION 3.09.

              	
                Investment Company Status

              	
                68

              
	
                SECTION 3.10.

              	
                Taxes

              	
                68

              
	
                SECTION 3.11.

              	
                ERISA

              	
                68

              
	
                SECTION 3.12.

              	
                Disclosure

              	
                68

              


        

        

        

        

        
          ii

          
            


        

        

        

        	
                SECTION 3.13.

              	
                Solvency

              	
                68

              
	
                SECTION 3.14.

              	
                Anti-Corruption Laws and Sanction Laws

              	
                69

              
	
                SECTION 3.15.

              	
                Affected Financial Institutions

              	
                69

              
	
                SECTION 3.16.

              	
                Collateral Matters

              	
                69

              
	
                SECTION 3.17.

              	
                Subsidiaries; Loan Parties

              	
                70

              
	
                SECTION 3.18.

              	
                Insurance

              	
                70

              
	
                 

              	 	 
	
                ARTICLE IV. Conditions

              	
                70

              
	
                 

              	 	 
	
                SECTION 4.01.

              	
                Closing Date

              	
                70

              
	
                SECTION 4.02.

              	
                Each Credit Event

              	
                71

              
	
                SECTION 4.03.

              	
                Credit Extensions to Borrowing Subsidiaries

              	
                72

              
	
                 

              	 	 
	
                ARTICLE V. Affirmative Covenants

              	
                72

              
	
                 

              	 	 
	
                SECTION 5.01.

              	
                Financial Statements and Other Information

              	
                72

              
	
                SECTION 5.02.

              	
                Notices of Material Events

              	
                74

              
	
                SECTION 5.03.

              	
                Existence; Conduct of Business

              	
                74

              
	
                SECTION 5.04.

              	
                Taxes

              	
                74

              
	
                SECTION 5.05.

              	
                Business and Properties

              	
                75

              
	
                SECTION 5.06.

              	
                Books and Records; Inspection Rights

              	
                75

              
	
                SECTION 5.07.

              	
                Compliance with Laws

              	
                75

              
	
                SECTION 5.08.

              	
                Use of Proceeds

              	
                75

              
	
                SECTION 5.09.

              	
                Additional Subsidiaries

              	
                75

              
	
                SECTION 5.10.

              	
                Covenant to Guarantee the Obligations; Covenant to Give Security

              	
                75

              
	
                SECTION 5.11.

              	
                Information Regarding the Collateral

              	
                76

              
	
                SECTION 5.12.

              	
                Maintenance of Insurance

              	
                76

              
	
                 

              	 	 
	
                ARTICLE VI. Negative Covenants

              	
                77

              
	
                 

              	 	 
	
                SECTION 6.01.

              	
                Liens

              	
                77

              
	
                SECTION 6.02.

              	
                Subsidiary Indebtedness

              	
                78

              
	
                SECTION 6.03.

              	
                Sale and Leaseback Transactions

              	
                80

              
	
                SECTION 6.04A.

              	
                Fundamental Changes

              	
                80

              
	
                SECTION 6.04B.

              	
                Fundamental Changes

              	
                81

              
	
                SECTION 6.05A.

              	
                Restrictive Agreements

              	
                82

              
	
                SECTION 6.05B.

              	
                Restrictive Agreements

              	
                82

              
	
                SECTION 6.06.

              	
                Leverage Ratio

              	
                83

              
	
                SECTION 6.07.

              	
                Ratio of Consolidated EBITDA to Consolidated Interest Expense

              	
                83

              
	
                SECTION 6.08.

              	
                Investments

              	
                83

              
	
                SECTION 6.09A.

              	
                Share Repurchases

              	
                84

              
	
                SECTION 6.09B.

              	
                Restricted Payments

              	
                84

              
	
                SECTION 6.10.

              	
                Asset Sales

              	
                85

              
	
                 

              	 	 
	
                ARTICLE VII. Events of Default

              	
                86

              
	
                 

              	 	 
	
                Article VIII. The Agents

              	
                88

              
	
                 

              	 	 
	
                Article IX. Guarantee

              	
                94

              
	
                 

              	 	 
	
                ARTICLE X. Miscellaneous

              	
                95

              
	
                 

              	 	 
	
                SECTION 10.01.

              	
                Notices

              	
                95

              
	
                SECTION 10.02.

              	
                Waivers; Amendments

              	
                96

              
	
                SECTION 10.03.

              	
                Expenses; Indemnity; Damage Waiver

              	
                98

              


        

        

        
          iii

          
            


        

        

        

        	
                SECTION 10.04.

              	
                Successors and Assigns

              	
                99

              
	
                SECTION 10.05.

              	
                Survival

              	
                102

              
	
                SECTION 10.06.

              	
                Counterparts; Integration; Effectiveness

              	
                102

              
	
                SECTION 10.07.

              	
                Severability

              	
                103

              
	
                SECTION 10.08.

              	
                Right of Setoff

              	
                103

              
	
                SECTION 10.09.

              	
                Governing Law; Jurisdiction; Consent to Service of Process

              	
                103

              
	
                SECTION 10.10.

              	
                WAIVER OF JURY TRIAL

              	
                104

              
	
                SECTION 10.11.

              	
                Headings

              	
                104

              
	
                SECTION 10.12.

              	
                Confidentiality; Non-Public Information

              	
                104

              
	
                SECTION 10.13.

              	
                Conversion of Currencies

              	
                105

              
	
                SECTION 10.14.

              	
                Interest Rate Limitation

              	
                105

              
	
                SECTION 10.15.

              	
                Patriot Act

              	
                106

              
	
                SECTION 10.16.

              	
                No Fiduciary Relationship

              	
                106

              
	
                SECTION 10.17.

              	
                Electronic Execution

              	
                106

              
	
                SECTION 10.18.

              	
                Payments Set Aside

              	
                107

              
	
                SECTION 10.19.

              	
                Limitation on Liability of Foreign Loan Parties

              	
                107

              
	
                SECTION 10.20.

              	
                Acknowledgement and Consent to Bail-In of Affected Financial Institutions

              	
                107

              
	
                SECTION 10.21.

              	
                Acknowledgement Regarding Any Supported QFCs

              	
                108

              


        

        

        
          
            iv

            
              


          

          SCHEDULES:

          	
                  Schedule 2.01

                	
                  —

                	
                  Commitments

                
	
                  Schedule 3.17(a)

                	
                  —

                	
                  Subsidiaries

                
	
                  Schedule 3.17(b)

                	
                  —

                	
                  Loan Parties

                
	
                  Schedule 3.18

                	
                  —

                	
                  Insurance

                
	
                  Schedule 6.01

                	
                  —

                	
                  Existing Liens

                
	
                  Schedule 6.02

                	
                  —

                	
                  Existing Subsidiary Indebtedness

                
	
                  Schedule 6.03

                	
                  —

                	
                  Existing Sale and Leaseback Transactions

                
	
                  Schedule 6.05

                	
                  —

                	
                  Restrictive Agreements

                


           

          

          EXHIBITS:

          	
                  Exhibit A

                	
                  —

                	
                  Form of Assignment and Assumption

                
	
                  Exhibit B-1

                	
                  —

                	
                  Form of Borrowing Subsidiary Agreement

                
	
                  Exhibit B-2

                	
                  —

                	
                  Form of Borrowing Subsidiary Termination

                
	
                  Exhibit C

                	
                  —

                	
                  Form of Note

                
	
                  Exhibit D-1

                	
                  —

                	
                  Form of US Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

                
	
                  Exhibit D-2

                	
                  —

                	
                  Form of US Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

                
	
                  Exhibit D-3

                	
                  —

                	
                  Form of US Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

                
	
                  Exhibit D-4

                	
                  —

                	
                  Form of US Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

                
	
                  Exhibit E

                	
                  —

                	
                  Form of Borrowing Request

                
	
                  Exhibit F

                	
                  —

                	
                  Form of Interest Election Request

                
	
                  Exhibit G

                	
                  —

                	
                  Form of Guarantee Agreement

                
	
                  Exhibit H

                	
                  —

                	
                  Form of Security and Pledge Agreement

                
	
                  Exhibit I

                	
                  —

                	
                  Form of Secured Party Designation Notice

                


          

          

        

        
          v

          
            


        

        THIS REVOLVING CREDIT AGREEMENT dated as of August 17, 2018, is by among CDK GLOBAL, INC., a Delaware
          corporation, the BORROWING SUBSIDIARIES party hereto, the GUARANTORS from time to time party hereto, the LENDERS party hereto, and BANK OF AMERICA, N.A., as Administrative Agent.

        The Company has requested that the Lenders extend credit in the form of Commitments under which the Borrowers
          may obtain Loans in an aggregate principal amount at any time outstanding that will not result in the aggregate Revolving Exposures exceeding US$750,000,000, of which US$100,000,000 may be borrowed in Alternative Currencies.  The proceeds of the
          Loans are to be used for general corporate purposes.

        The Lenders are willing to establish the credit facility referred to in the preceding paragraph upon the
          terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

        ARTICLE I.

          

          Definitions

         

        

        SECTION 1.01.          Defined


              Terms. As used in this Agreement, the following terms have the meanings specified below:

        “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
          comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate. ABR Loans shall be denominated in US Dollars.

        “Additional Obligations” means the due and punctual payment of (a) the principal of and interest
          (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the obligations arising under Secured Cash Management
          Agreements and Secured Hedge Agreements, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (b) all other monetary obligations, including fees, costs, expenses and indemnities,
          whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in
          such proceeding), of the Loan Parties and their respective Subsidiaries under Secured Cash Management Agreements and Secured Hedge Agreements; provided, that, the Additional Obligations of a Loan Party shall exclude any Excluded
          Swap Obligations with respect to such Loan Party.

        “Accession Agreement” has the meaning assigned to such term in Section 2.07(a).

        “Adjusted LIBO Rate” means, with respect to any LIBOR Borrowing for any Interest Period, an interest
          rate per annum (rounded upwards, if necessary, to the next 1/100 of 1.00%) equal to the LIBO Rate for such Interest Period multiplied by the Statutory Reserve Rate; provided, that, if the Adjusted LIBO Rate shall be less
          than 0.75%, such rate shall be deemed 0.75% for purposes of this Agreement.

        “Administrative Agent” means Bank of America, in its capacity as administrative agent for the Lenders
          hereunder and under the other Loan Documents, or any successor appointed in accordance with Article VIII. Unless the context requires otherwise, the term “Administrative Agent” shall include any Affiliate of Bank of America through which
          Bank of America shall determine to perform any of its obligations in such capacity hereunder in accordance with Article VIII.

        
          6

          
            


        

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

        “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial
          Institution.

        “Affiliate” means, with respect to a specified 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.

        “Agents” means, collectively, the Administrative Agent and the Collateral Agent, and “Agent”
          means any one of them.

        “Agent Parties” has the meaning assigned to such term in Section 10.01(d).

        “Agreement” means this Revolving Credit Agreement, as amended from time to time in accordance with the
          terms hereof.

        “Agreement Currency” has the meaning assigned to such term in Section 10.13(b).

        “Alternate Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the
          Federal Funds Effective Rate plus 1/2 of 1% per annum, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Adjusted LIBO Rate plus 1% per
          annum; provided, that, if such rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.  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.  Those loans may be priced at, above, or below such announced prime rate.  Any change in such prime rate
          announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.  For purposes of clause (c) above (subject, for the avoidance of doubt, to the proviso set forth in
          the definition of “Adjusted LIBO Rate”), the Adjusted LIBO Rate on any day shall be based on the rate per annum appearing on the applicable Bloomberg screen page displaying interest rates for US Dollar deposits in the London interbank market (or,
          in the event such rate does not appear on a page of the Bloomberg screen, on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time) at approximately
          11:00 a.m., London time, two Business Days prior to such day for deposits in US Dollars with a maturity of one month (without any rounding).  Any change in the Alternate Base Rate due to a change in Bank of America’s “prime rate”, the Federal
          Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in Bank of America’s “prime rate”, the Federal Funds Effective Rate or the Adjusted LIBO Rate, as the case may be.

        “Alternative Currency” means Euro and Sterling, together with each other currency (other than US
          Dollars) that is approved in accordance with Section 1.06; provided, that, for each Alternative Currency, such currency is an Eligible Currency.

        “Alternative Currency Exposure” means, at any time, the US Dollar Equivalent of the aggregate
          principal amount of all Loans then outstanding and denominated in Alternative Currencies.

        “Alternative Currency Sublimit” means an amount equal to the lesser of US$100,000,000 and the
          aggregate Commitments.  The Alternative Currency Sublimit is part of, and not in addition to, the aggregate Commitments.

        
          7

          
            


        

        “Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the
          Company or the Subsidiaries from time to time concerning or relating to bribery, money laundering or corruption.

        “Applicable Creditor” has the meaning assigned to such term in Section 10.13(b).

        “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.  If the aggregate Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most
          recently in effect, giving effect to any assignments.

        “Applicable Rate” means, for any day, with respect to any LIBOR Loan or any ABR Loan, or with respect
          to the commitment fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “LIBO Rate Spread”, “ABR Spread” or “Commitment Fee Rate”, as applicable, based upon the Ratings of Moody’s, S&P and
          Fitch in effect on such day:

        	 	
                Commitment Fee Rate

              	
                LIBO Rate Spread

              	
                ABR Spread

              
	
                Category 1

                ≥ Baa2/BBB/BBB

              	
                0.20%

              	
                1.750%

              	
                0.750%

              
	
                Category 2

                Baa3/BBB-/BBB-

              	
                0.25%

              	
                1.875%

              	
                0.875%

              
	
                Category 3

                Ba1/BB+/BB+

              	
                0.30%

              	
                2.125%

              	
                1.125%

              
	
                Category 4

                Ba2/BB/BB

              	
                0.35%

              	
                2.375%

              	
                1.375%

              
	
                Category 5

                ≤ Ba3/BB-/BB- or unrated

              	
                0.40%

              	
                2.875%

              	
                1.875%

              


        ; provided, that, upon the earlier to occur of (x) the Covenant Relief End Date and (y) the
          Initial Collateral and Guarantee Requirement Satisfaction Date, the “Applicable Rate” shall be determined by reference to the below grid, instead of the grid immediately preceding this proviso:

        	 	
                Commitment Fee Rate

              	
                LIBO Rate Spread

              	
                ABR Spread

              
	
                Category 1

                ≥ Baa2/BBB/BBB

              	
                0.15%

              	
                1.250%

              	
                0.250%

              
	
                Category 2

                Baa3/BBB-/BBB-

              	
                0.20%

              	
                1.375%

              	
                0.375%

              
	
                Category 3

                Ba1/BB+/BB+

              	
                0.25%

              	
                1.625%

              	
                0.625%

              
	
                Category 4

                Ba2/BB/BB

              	
                0.30%

              	
                1.875%

              	
                0.875%

              
	
                Category 5

                ≤ Ba3/BB-/BB- or unrated

              	
                0.35%

              	
                2.375%

              	
                1.375%

              


        For purposes of the foregoing, (a) if the Ratings assigned by Moody’s, S&P and Fitch shall fall within different categories, then the applicable
          category shall be (i) the category in which two of the Ratings shall fall or (ii) if there is no such category, the category in which the intermediate Rating shall fall, (b)(i) if 

        
          8

          
            


        

        Moody’s or S&P shall not have a Rating in effect (other than by reason of the circumstances referred to in the last sentence of this definition), such Rating Agency shall
          be deemed to have a Rating in Category 5 and (ii) if Fitch shall not have a Rating in effect (other than by reason of the circumstances referred to in the last sentence of this definition), the applicable category shall be the category in which
          the higher of the Ratings of Moody’s and S&P shall fall unless such Ratings differ by more than one category, in which case the applicable category shall be that immediately below the category in which the higher of such Ratings falls, and
          (c) if any Rating shall be changed (other than as a result of a change in the rating system of the applicable Rating Agency), such change shall be effective as of the date on which it is first publicly announced by the Rating Agency making such
          change. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s,
          S&P or Fitch shall change, or if any such Rating Agency shall cease to be in the business of rating corporate debt obligations, the Company and the Required Lenders shall negotiate in good faith to amend this definition to reflect such
          changed rating system or the unavailability of a Rating 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.

        “Arrangers” means, collectively, BofA Securities, Inc., JPMorgan Chase Bank, N.A., U.S. Bank National
          Association, MUFG Bank, Ltd. and Wells Fargo Securities, LLC, in their capacities as joint lead arrangers and joint bookrunners for the credit facilities established hereby.

        “Asset Sale” means the non-ordinary course sale (including any transaction that has the economic
          effect of a sale), transfer or other disposition (by way of merger or otherwise, including sales in connection with a Sale and Leaseback transaction (but excluding any disposition as a result of any condemnation or casualty in respect of
          property)) by the Company or any Subsidiary, of (a) any Equity Interests of any Subsidiary or (b) any other assets of the Company or any Subsidiary (other than inventory, licenses and sublicenses granted in the ordinary course of business,
          obsolete or worn out assets, scrap, cash equivalents, and marketable securities, in each case disposed of in the ordinary course of business and the unwinding of any Hedging Agreement), except: (i) Sale and Leaseback Transactions permitted by Section

            6.03, (ii) any sale, transfer, license, lease or other disposition of property to the Company or any of its Subsidiaries; provided, that, (A) if the transferor of such property is a Domestic Loan Party, (x) the transferee
          thereof must be a Domestic Loan Party or (y) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 6.08, and (B) if the transferor of such property is a Borrowing Subsidiary that is a
          Foreign Subsidiary, (x) the transferee thereof must be a Loan Party or (y) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 6.08, (iii) the sale or discount of accounts receivable
          arising in the ordinary course of business, but only in connection with the collection or compromise thereof, (iv) the surrender or waiver of contractual rights or the settlement, release or surrender of contract or tort claims, in each case, in
          the ordinary course of business and (v) (A) the grant of a Lien permitted by Section 6.01, (B) any sale, transfer, lease or other disposition (including by way of merger) permitted by Section 6.04B(a), (C) Investments permitted by
          Section 6.08 and (D) Restricted Payments permitted by Section 6.09B, in each case with respect to this clause (v), other than by reference to Section 6.10 or this definition (or any clause hereof or thereof).

         “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an
          assignee (with the consent of any Person whose consent is required by Section 10.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent and the Company.

        “Attributable Debt” means, with respect to any Sale and Leaseback Transaction, the present value
          (discounted at the rate set forth or implicit in the terms of the lease included in such Sale and Leaseback Transaction) of the total obligations of the lessee for rental payments (other than amounts required to be

        
          9

          
            


        

        paid on account of taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items that do not constitute payments for property
          rights) during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended). In the case of any lease which is terminable by the lessee upon payment of a penalty,
          the Attributable Debt shall be the lesser of the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent
          shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) or the Attributable Debt determined assuming no such termination.

        “Availability Period” means the period from and including the Closing Date to but excluding the
          earlier of the Maturity Date and the date of termination of the aggregate Commitments.

        “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 Affected Financial Institution.

        “Bail-In Legislation” means, (a) 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, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation
          Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or
          failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

         “Bank of America” means Bank of America, N.A.

        “Bankruptcy Event” means, with respect to any Person, that such Person becomes the subject of a
          bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business or a custodian appointed for
          it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, provided, that, a
          Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof. If, however, such ownership interest results in or
          provides such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality) to
          reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person, such ownership interest will constitute a Bankruptcy Event. Nothing in this definition or elsewhere in this Agreement shall require any Person to disclose
          any information that it would be prohibited from disclosing under applicable law or regulation.

        “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.

        “Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to
          Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets
          of any such “employee benefit plan” or “plan”.

        
          10

          
            


        

        “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.

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

        “Board of Directors” means the Board of Directors of the Company.

        “Borrower” means the Company or any Borrowing Subsidiary, and “Borrowers” means, collectively,
          the Company and the Borrowing Subsidiaries.

        “Borrower Materials” has the meaning assigned to such term in Section 5.01.

        “Borrowing” means Loans of the same Type and currency, made, converted or continued on the same date
          and, in the case of LIBOR Loans, as to which a single Interest Period is in effect.

        “Borrowing Minimum” means (a) in the case of a Borrowing denominated in US Dollars, US$5,000,000 and
          (b) in the case of a Borrowing denominated in any Alternative Currency, the smallest amount of such Alternative Currency that is a multiple of 1,000,000 units of such currency that has a US Dollar Equivalent of US$5,000,000 or more.

        “Borrowing Multiple” means (a) in the case of a Borrowing denominated in US Dollars, US$1,000,000 and
          (b) in the case of a Borrowing denominated in any Alternative Currency, 1,000,000 units of such currency.

        “Borrowing Request” means a request by a Borrower for a Borrowing in accordance with Section 2.03,
          completed and signed by a Financial Officer of such Borrower, in the form of Exhibit E or any other form approved by the Administrative Agent and such Borrower (including any form on an electronic platform or electronic transmission
          system as shall be approved by the Administrative Agent).

        “Borrowing Subsidiary” means, at any time, any Subsidiary that has been designated by the Company as a
          Borrowing Subsidiary pursuant to Section 2.19, other than any Subsidiary that has ceased to be a Borrowing Subsidiary as provided in Section 2.19.

        “Borrowing Subsidiary Agreement” means a Borrowing Subsidiary Agreement substantially in the form of Exhibit


            B-1.

        “Borrowing Subsidiary Termination” means a Borrowing Subsidiary Termination substantially in the form
          of Exhibit B-2.

        “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in
          New York City are authorized or required by law to remain closed and (a) if such day relates to any interest rate settings as to a LIBOR Loan denominated in US Dollars, any fundings, disbursements, settlements and payments in US Dollars in
          respect of any such LIBOR Loan, or any other dealings in US Dollars to be carried out pursuant to this Agreement in respect of any such LIBOR Loan, means any such day that is also a day on which dealings in US Dollar deposits are conducted by and
          between banks in the London interbank eurodollar market; (b) if such day relates to any interest rate settings as to a LIBOR Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such LIBOR
          Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such LIBOR Loan, means a TARGET Day; (c) if such day relates to any interest rate settings as to a LIBOR Loan denominated in a currency other than
          US Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable

        
          11

          
            


        

        offshore interbank market for such currency; and (d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than US Dollars or Euro
          in respect of a LIBOR Loan denominated in a currency other than US Dollars or Euro, or any other dealings in any currency other than US Dollars or Euro to be carried out pursuant to this Agreement in respect of any such LIBOR 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 Lease Obligations” of any Person means obligations of such Person to pay rent or other
          amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such
          Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

        “Cash Management Agreement” means any agreement that is not prohibited by the terms hereof to provide
          treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned
          check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

        “Cash Management Bank” means any Person, in its capacity as a party to a Cash Management Agreement,
          that (a) at the time it enters into a Cash Management Agreement with a Loan Party or a Subsidiary, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Cash Management Agreement with
          a Loan Party or a Subsidiary, in each case in its capacity as a party to such Cash Management Agreement (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender); provided, that, for any of the
          foregoing to be included as a “Secured Cash Management Agreement” on any date of determination by the Administrative Agent, the applicable Cash Management Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must
          have delivered a Secured Party Designation Notice to the Administrative Agent prior to such date of determination.

        “CFC” means (a) each Person that is a “controlled foreign corporation” for purposes of the Code and
          (b) each subsidiary of any such Person.

        “CFC Holding Company” means each Domestic Subsidiary that has no material assets other than the Equity
          Interests of one or more (a) CFCs or (b) Persons described in this definition.

         “Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or
          of record, by any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the Closing Date), of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by
          the issued and outstanding Equity Interests of the Company, or (b) occupation of a majority of the seats (other than vacant seats) on the Board of Directors by Persons who were not (i) directors of the Company on the Closing Date or (ii)
          nominated or appointed, or approved prior to their election by the Board of Directors.

        “Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the
          adoption of any rule, regulation, treaty or other law, (b) any change in any rule, regulation, treaty or other law 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) of any Governmental Authority; provided, that, notwithstanding anything herein to the contrary, no act, event or circumstance referred
          to in clause (a), (b) or (c) of this definition shall be deemed to have occurred prior to the Closing Date as a result of the applicable law, rule, regulation, interpretation,

        
          12

          
            


        

        application, request, guideline or directive having been adopted, made or issued under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or Basel III as
          promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities.

        “Charges” has the meaning assigned to such term in Section 10.14.

        “Closing Date” means August 17, 2018.

        “Code” means the Internal Revenue Code of 1986, as amended from time to time.

        “Collateral” means a collective reference to all personal property with respect to which Liens in
          favor of the Collateral Agent are purported to be granted pursuant to and in accordance with the terms of the Collateral Documents; provided, that, “Collateral” shall not include any Excluded Property.

        “Collateral Agent” means Bank of America, in its capacity as collateral agent for the Lenders, the
          “Lenders” under and as defined in the Term Loan Credit Agreement and the holders of any Senior Notes Indenture Secured Obligations, or any successor appointed in accordance with Article VIII.  Unless the context requires otherwise, the
          term “Collateral Agent” shall include any Affiliate of Bank of America through which Bank of America shall determine to perform any of its obligations in such capacity in accordance with Article VIII.

         “Collateral and Guarantee Period” means the period commencing upon the occurrence of any Collateral
          and Guarantee Trigger Event and ending on the date upon which the Commitments have expired or terminated and the principal of and interest on each Loan and all fees and other amounts payable hereunder have been paid in full.

        “Collateral and Guarantee Requirement” means, at any time during the Collateral and Guarantee Period, the requirement that:

        (a)          the Administrative Agent shall have received from the Company and each Designated Subsidiary (i) either (A) a counterpart of the Guarantee Agreement duly executed and delivered on behalf of such Person or (B) in the case of any Person
            that becomes a Subsidiary after the Initial Collateral and Guarantee Requirement Satisfaction Date (it being understood that any Subsidiary ceasing to be an Excluded Subsidiary but remaining a Subsidiary shall be deemed to be such Subsidiary
            becoming a Subsidiary for purposes hereof), a supplement to the Guarantee Agreement, in the form specified therein, duly executed and delivered on behalf of such Person, (ii) either (A) a counterpart of the Security and Pledge Agreement duly
            executed and delivered on behalf of such Person or (B) in the case of any Person that becomes a Subsidiary after the Initial Collateral and Guarantee Requirement Satisfaction Date (it being understood that any Subsidiary ceasing to be an
            Excluded Subsidiary but remaining a Subsidiary shall be deemed to be such Subsidiary becoming a Subsidiary for purposes hereof), a supplement to the Security and Pledge Agreement, in the form specified therein, duly executed and delivered on
            behalf of such Person, (iii) either (A) a counterpart of the Pari Passu Intercreditor Agreement duly executed and delivered on behalf of such Person or (B) in the case of any Person that becomes a Subsidiary after the Initial Collateral and
            Guarantee Requirement Satisfaction Date (it being understood that any Subsidiary ceasing to be an Excluded Subsidiary but remaining a Subsidiary shall be deemed to be such Subsidiary becoming a Subsidiary for purposes hereof), a supplement to
            the Pari Passu Intercreditor Agreement, in the form specified therein, duly executed and delivered on behalf of such Person, (iv) if such Person owns registrations of or applications for United States Patents, Trademarks or Copyrights that
            constitute Collateral, a counterpart of any applicable IP Security Agreement duly executed and delivered on behalf of such Person, and (v) such organization documents, resolutions

        
          13

          
            


        

        and favorable opinions of counsel as the Administrative Agent shall require with respect to the Company or such Designated Subsidiary, as the case may be,
          all in form, content and scope reasonably satisfactory to the Administrative Agent;

        (b)          all Equity Interests held directly by the Company or any other Domestic Loan Party shall have been pledged pursuant to the Security and Pledge Agreement (provided, that, the Loan Parties shall not be required to pledge
            more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company), and the Collateral Agent shall, to the extent required by the Security and Pledge Agreement, have received certificates or other instruments
            representing all such Equity Interests in any Subsidiary, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; and

        (c)          all documents and instruments, including UCC financing statements, required by applicable law to be filed, registered or recorded to create the Liens intended to be created by the Collateral Documents and to perfect such Liens to the
            extent required by, and with the priority required by, the Collateral Documents, shall have been filed, registered or recorded or delivered to the Agents for filing, registration or recording.

        The foregoing definition shall not require the creation or perfection of pledges of or security interests in,
          or the obtaining of legal opinions or other deliverables with respect to, particular assets of the Loan Parties, or the provision of Guarantees by any Subsidiary, if and for so long as the Administrative Agent and the Company reasonably agree
          that the cost (including any adverse tax consequences), burden, difficulty or consequence of creating or perfecting such pledges or security interests in such assets, or obtaining such legal opinions or other deliverables in respect of such
          assets, or providing such Guarantees, shall be excessive in view of the benefits to be obtained by the Lenders therefrom.

        The Administrative Agent may grant extensions of time for the creation and perfection of security interests
          in, or the obtaining of legal opinions or other deliverables with respect to, particular assets or the provision of any Guarantee by any Subsidiary where it determines that such action cannot be accomplished without undue effort or expense by the
          time or times at which it would otherwise be required to be accomplished by this Agreement or the Collateral Documents.

        Notwithstanding the foregoing provisions of this definition or anything in this Agreement or
          any other Loan Document to the contrary:

        (i)          Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in the Collateral Documents and, to the extent appropriate in the applicable
            jurisdiction, as agreed between the Agents and the Company;

        (ii)          the Collateral and Guarantee Requirement shall not apply to any of the following assets (collectively, the “Excluded Property”; each capitalized term used in this clause (ii) and clause (iii) below but not defined
            in this Agreement having the meaning given to it in the Security and Pledge Agreement or the Guarantee Agreement, as the case may be): (A) any asset (including any governmental licenses, state or local franchises, charters, authorizations or
            Equity Interests in any partnership, joint venture or Subsidiary that is not a wholly-owned Subsidiary) to the extent that the pledge of or grant of a security interest in such asset (1) is prohibited or restricted by applicable law, (2)
            requires a consent not obtained from any Governmental Authority pursuant to applicable law, (3) in the case of any Equity Interests in any partnership, joint venture or Subsidiary that is not a wholly-owned Subsidiary or any other Investment
            Property, is prohibited by any organizational or governance documents of any partnership, joint venture or Subsidiary that is not a wholly-owned Subsidiary or by any applicable shareholder or any similar agreement or (4) in the

        
          14

          
            


        

        case of any assets acquired by the Company or any Subsidiary after the Initial Collateral and Guarantee Requirement Satisfaction Date, or any assets of any
          Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged, amalgamated or consolidated with or into the Company or a Subsidiary) after the Initial Collateral and Guarantee Requirement Satisfaction Date, is
          prohibited by, constitutes a breach or default under, results in the termination of, gives rise to a right on the part of any party thereto (other than the Company or any Subsidiary) to terminate or materially modify or requires any consent of
          any party thereto (other than the Company or any Subsidiary) under, in the case of this clause (4), any contract, license, agreement, instrument or other document that was in effect at the time of such acquisition or such Person becoming
          a Subsidiary (or such merger, amalgamation or consolidation) and was not entered into in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary (or such merger, amalgamation or consolidation) or the
          requirements of the Loan Documents, except, in each case under this clause (A), to the extent that such law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or
          right of termination or modification or requiring such consent is ineffective under the UCC or other applicable law or principles of equity, (B) any asset owned at the Initial Collateral and Guarantee Requirement Satisfaction Date, or thereafter
          acquired, by any Loan Party that is subject to a Lien securing a purchase money, project financing or finance lease obligation or a Capital Lease Obligation if (1) the contract or other agreement under which such Lien is granted (or the
          documentation providing for such obligation) prohibits the creation of any other Lien on such property or (2) a grant of any other Lien on such property would otherwise be prohibited by, constitute a breach or default under, result in the
          termination of, give rise to a right on the part of any party thereto (other than the Company or any Subsidiary) to terminate or materially modify or requires any consent of any party thereto (other than the Company or any Subsidiary) under, such
          contract or agreement, in each case to the extent both such Lien and such obligation secured thereby are permitted under the Loan Documents, (C) any trucks, trailers, tractors, service vehicles, automobiles, rolling stock or other registered
          mobile equipment or equipment covered by certificates of title or ownership, (D) Deposit Accounts and Securities Accounts (and cash and other assets maintained or credited therein) (1) exclusively used for payroll, payroll taxes and other
          employee wage and benefit payments, (2) exclusively used for taxes required by applicable law to be collected, remitted or withheld, (3) exclusively used for funds held in trust,  or (4) containing an aggregate balance, for all such accounts
          taken together, of less than US$10,000,000, (E) any intellectual property, lease, license or other agreement to the extent that a grant of a security interest therein is prohibited by, constitutes a breach or default under, results in the
          termination of, gives rise to a right on the part of any party thereto (other than the Company or any Subsidiary) to terminate or materially modify or requires any consent of any party thereto (other than the Company or any Subsidiary) under,
          such intellectual property, lease, license or other agreement, except to the extent that the term in such intellectual property, lease, license or other agreement providing for such prohibition, breach, default or right of termination or
          modification or requiring such consent is ineffective under the UCC or other applicable law or principles of equity, other than Proceeds thereof, the assignment of which is expressly deemed effective under the UCC notwithstanding such
          prohibition, (F) any fee-owned real property, (G) any leasehold interests in real property, (H) any intent-to-use trademark application or intent-to-use service mark application prior to the filing of a “Statement of Use” or “Amendment to Allege
          Use” with respect thereto, to the extent that the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application or intent-to-use service mark application under applicable Federal law;
          (I) Equity Interests in any special purpose Subsidiary (including, for the avoidance of 

        
          15

          
            


        

        doubt, any Special Purpose Securitization Subsidiaries), any not-for-profit Subsidiary or any captive insurance Subsidiary, (J) voting Equity Interests in
          any CFC or CFC Holding Company in excess of 65% of the voting Equity Interests in such CFC or CFC Holding Company, (K) Margin Stock (within the meaning of Regulation U of the Board), (L) any asset as to which the Company reasonably determines
          that creating or perfecting a pledge or security interest therein would result in material adverse tax consequences to the Company or any Subsidiary, (M) any asset as to which the Collateral Agent and the Company agree in writing that the cost of
          creating or perfecting a pledge or security interest therein is excessive in view of the benefits to be obtained by the Lenders therefrom, (N) Letter of Credit Rights (except to the extent constituting supporting obligations such that a Lien
          thereon may be perfected by filing of a financing statement under the UCC with respect to the applicable Loan Party) and (O) any Commercial Tort Claim as to which the applicable Loan Party has determined that it reasonably expects to recover less
          than US$5,000,000; in each case other than any Proceeds, substitutions or replacements of the foregoing (unless such Proceeds, substitutions or replacements would constitute assets described in clauses (A) through (O) hereof); 

        (iii)          no deposit account control agreement, securities account control agreement or other control agreements, or (except with respect to Equity Interests represented or evidenced by certificates or instruments to the extent required by clause


              (b) above) other perfection by “control” shall be required with respect to any Collateral (including Letter of Credit Rights, Chattel Paper, Deposit Accounts, Securities Accounts and Commodity Accounts and intercompany Indebtedness);

        (iv)          subject to clause (iii) above, except to the extent that perfection and priority may be achieved (x) by the filing of a financing statement under the UCC with respect to the applicable Loan Party, or (y) with respect to Equity
            Interests, by the delivery of certificates or instruments representing or evidencing such Equity Interests along with appropriate undated instruments of transfer executed in blank, no Loan Party shall be required to take any action with respect
            to, and the Loan Documents shall not contain any requirements as to, perfection or priority with respect to any assets or property described in clause (b) above;

        (v)          no Loan Party shall be required to obtain any collateral access agreements, warehouse agreements, estoppel, bailee acknowledgments or any similar agreements;

        (vi)          no Loan Party shall be required to provide any notice or obtain the consent of any Governmental Authority under the Federal Assignment of Claims Act or analogous state laws; and

        (vii)          no actions in any jurisdiction outside of the United States or that are necessary to comply with the laws of any jurisdiction outside of the United States shall be required (it being understood that there shall be no security
            agreements, pledge agreements or share charge agreements governed under the laws of any jurisdiction outside of the United States).

        “Collateral and Guarantee Trigger Event” means the occurrence of any one or more of the following
          during the period commencing on the First Amendment Effective Date and ending on the Covenant Relief End Date: (a) the Ratings Collateral and Guarantee Trigger Event shall occur or (b) the Leverage Ratio, as of the end of any period of four
          consecutive fiscal quarters of the Company, as set forth in a certificate of a Financial Officer of the Company delivered to the Administrative Agent pursuant to Section 5.01(c), shall

        
          16

          
            


        

        be greater than 4.25 to 1.00 (it being understood that if any such certificate is not delivered when due in accordance with Section 5.01(c), then, the “Collateral and
          Guarantee Trigger Event” shall be deemed to have occurred as of the date such certificate was required to have been delivered, if the Administrative Agent (in consultation with the Required Lenders) determines that the Leverage Ratio, as of the
          end of the applicable period of four consecutive fiscal quarters of the Company was greater than 4.25 to 1.00 and notifies the Company of such determination in writing).

         “Collateral Documents” means, collectively, the Guarantee Agreement, the Security and Pledge
          Agreement, the IP Security Agreements and each of the guaranty agreements, security agreements, pledge agreements (in each case, together with any supplements or joinders with respect thereto) or other similar agreements delivered to the
          Administrative Agent and/or the Collateral Agent pursuant to Section 5.10 and/or to satisfy the Collateral and Guarantee Requirement and each of the other agreements, instruments or documents that creates or purports to create a Lien in
          favor of the Collateral Agent.

        “Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Loans
          pursuant to Section 2.01, expressed as an amount representing the maximum aggregate permitted amount of such Lender’s Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.06,
          (b) increased from time to time pursuant to Section 2.07 or (c) increased or reduced from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The initial amount of each Lender’s Commitment is set
          forth on Schedule 2.01 or in the Assignment and Assumption or such other documentation pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Commitments on the Closing Date is
          US$750,000,000.

        “Commitment Increase” has the meaning assigned to such term in Section 2.07(a).

        “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

        “Communication” has the meaning assigned to such term in Section 10.17.

        “Company” means CDK Global, Inc., a Delaware corporation.

        “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income
          (however determined) or that are franchise Taxes or branch profit Taxes.

        “Consenting Lender” has the meaning assigned to such term in Section 2.07(d).

        “Consolidated EBITDA” means, for any period, Consolidated Net Income for such period, plus

        (a)          without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of:

        (i)           consolidated interest expense for such period (including imputed interest expense in respect of Capital Lease Obligations and Securitization Transactions),

        (ii)          consolidated income tax expense for such period,

        (iii)         all amounts attributable to depreciation for such period and amortization of intangible assets for such period,

        
          17

          
            


        

         (iv)        any other non-recurring noncash charges for such period (including noncash compensation expense, but excluding any additions to bad debt
          reserves or bad debt expense and any noncash charge that results from the write-down or write-off of inventory or accounts receivable or that is in respect of any item that was included in Consolidated Net Income in a prior period),

        (v)          any losses for such period attributable to early extinguishment of Indebtedness or obligations under any Hedging Agreement,

        (vi)         any unrealized losses for such period attributable to the application of “mark to market” accounting in respect of Hedging Agreements,

        (vii)        the cumulative effect for such period of a change in accounting principles,

        (viii)      any expenses or charges (other than depreciation or amortization expense as described in the preceding clause (iii)) related to the carrying out of any issuance of Equity Interests, acquisition, disposition, recapitalization or
            the incurrence, modification or repayment of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof), including (x) such fees, expenses or charges related to this Agreement and the Term Loan Credit Agreement,
            and (y) any amendment or other modification of the Obligations or other Indebtedness, in an aggregate amount during any period of four consecutive fiscal quarters not to exceed US$5,000,000,

        (ix)         any (A) restructuring expenses attributable to the Company’s international businesses for such period, (B) “restructuring expenses” and “other business transformation expenses” (if incurred prior to June 30, 2020) attributable to the
            “Business Transformation Plan” (as each such term is used in the Company’s annual report on Form 10-K for the fiscal year ended June 30 2016 and its quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2016), or (C)
            “business process modernization expenses” for such period attributable to the “Business Process Modernization Program” (as each such term is used in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2019), in each
            case, for such period; provided, that, (A) such expenses shall have been determined in a manner consistent with the Company’s practices prior to the First Amendment Effective Date and reflected as such in the Company’s annual or
            quarterly reports filed with the SEC, and (B) from and after the First Amendment Effective Date, the aggregate amount added back to Consolidated EBITDA pursuant to this clause (a)(ix) plus the aggregate amount added back to
            Consolidated EBITDA pursuant to clause (a)(x) below plus the aggregate amount of cash payments which the Company chooses not to subtract in computing Consolidated EBITDA pursuant to the proviso at the end of this clause (a),
            shall not exceed US$100,000,000 (or, solely with respect to the period of four consecutive fiscal quarters ending June 30, 2020, US$125,000,000) in any period of four consecutive fiscal quarters,

        (x)          legal and regulatory expenses including “ongoing expenses” (including, without limitation, settlement expenses and charges), in each case, for such period related to the matters identified under the heading “Competition Matters” in Note
            11 of the Company’s financial statements included with the Company’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2018; provided, that, (A) such expenses shall have been determined in a manner consistent
            with the Company’s practices prior to the First Amendment Effective Date and reflected as such in the Company’s annual or quarterly reports filed with the SEC, and (B) from and after the First Amendment Effective

        
          18

          
            


        

        Date, the aggregate amount added back to Consolidated EBITDA  pursuant to this clause (a)(x), plus the aggregate amount added back to
          Consolidated EBITDA pursuant to clause (a)(ix) above plus the aggregate amount of cash payments which the Company chooses not to subtract in computing Consolidated EBITDA pursuant to the proviso at the end of this clause (a),
          shall not exceed US$100,000,000 (or, solely with respect to the period of four consecutive fiscal quarters ending June 30, 2020, US$125,000,000) in any period of four consecutive fiscal quarters, and

        (xi)          one-time, non-recurring integration, restructuring and litigation costs and expenses in connection with the ELEAD1ONE Acquisition in an aggregate amount during the term of this Agreement not to exceed US$75,000,000;

        provided, that, any cash payment made with respect to any noncash item added back in computing
          Consolidated EBITDA for any prior period pursuant to this clause (a) (or that would have been added back had this Agreement been in effect during such prior period) shall be subtracted in computing Consolidated EBITDA for the period in
          which such cash payment is made; provided, further, that, in the case of any cash payments made with respect to legal expenses for the fiscal quarter ended June 30, 2019 that were added back to Consolidated EBITDA in a
          prior period as a noncash item pursuant to clause (a)(iv) above (and without duplication of any add-backs set forth in clause (a) above), the Company may, instead of subtracting such cash payments in computing Consolidated EBITDA
          for the period in which such cash payment is made, choose to not subtract such cash payments, so long as the aggregate amount of such cash payments which the Company chooses not to subtract in computing Consolidated EBITDA plus the
          aggregate amount added back to Consolidated EBITDA pursuant to clause (a)(ix) above plus the aggregate amount added back to Consolidated EBITDA pursuant to clause (a)(x) above, shall not exceed US$100,000,000 (or, solely
          with respect to the period of four consecutive fiscal quarters ending June 30, 2020, US$125,000,000) in any period of four consecutive fiscal quarters; and minus

        (b)          without duplication and to the extent included in determining such Consolidated Net Income, the sum of:

        (i)          any non-recurring noncash items of income for such period (excluding any noncash items of income (A) in respect of which cash was received in a prior period or will be received in a future period or (B) that represents the reversal of
            any accrual made in a prior period for anticipated cash charges, but only to the extent such accrual reduced Consolidated EBITDA for such prior period),

        (ii)          any gains for such period attributable to the early extinguishment of Indebtedness or obligations under any Hedging Agreement,

        (iii)          any unrealized gains for such period attributable to the application of “mark to market” accounting in respect of Hedging Agreements and

        (iv)          the cumulative effect for such period of a change in accounting principles;

        provided, further, that, Consolidated EBITDA shall be calculated so as to exclude the effect of any gain
          or loss that represents after-tax gains or losses attributable to any sale, transfer or other disposition, or any exclusive license, of assets by the Company or any of its consolidated Subsidiaries, other than dispositions of inventory and other
          dispositions and licenses in the ordinary course of business. All amounts added back in computing Consolidated EBITDA for any period pursuant to clause (a) above, and all amounts subtracted in computing Consolidated EBITDA pursuant to clause


            (b) above, to the extent such amounts are, in the

        
          19

          
            


        

        reasonable judgment of a Financial Officer of the Company, attributable to any Subsidiary that is not wholly owned by the Company, shall be reduced by the portion thereof
          that is attributable to the non-controlling interest in such Subsidiary. For purposes of calculating Consolidated EBITDA for any period, if during such period the Company or any Subsidiary shall have consummated a Material Acquisition or a
          Material Disposition, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto in accordance with generally accepted financial practice as if such Material Acquisition or such Material Disposition had occurred
          on the first day of such period.

        “Consolidated Interest Expense” means, for any period, the interest expense (including imputed
          interest expense in respect of Capital Lease Obligations and Securitization Transactions) of the Company and the Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP. For purposes of calculating Consolidated
          Interest Expense for any period, if during such period the Company or any Subsidiary shall have consummated a Material Acquisition or a Material Disposition, Consolidated Interest Expense for such period shall be calculated after giving pro forma
          effect thereto in accordance with generally accepted financial practice as if such Material Acquisition or such Material Disposition had occurred on the first day of such period.

        “Consolidated Net Income” means, for any period, the net income or loss of the Company and its
          consolidated Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided, that, there shall be excluded (a) the income of any Person (other than the Company) that is not a consolidated
          Subsidiary except to the extent of the amount of cash dividends or similar cash distributions actually paid by such Person to the Company or, subject to clause (b) below, any other consolidated Subsidiary during such period and (b) the
          income or loss of, and any amounts referred to in clause (a) above paid to, any consolidated Subsidiary that is not wholly owned by the Company to the extent such income or loss or such amounts are attributable to the non-controlling
          interest in such consolidated Subsidiary.

        “Consolidated Net Tangible Assets” means, at any date, (a) total assets of the Company and the
          Subsidiaries determined on a consolidated basis in accordance with GAAP minus (b) the sum of (i) current liabilities of the Company and the Subsidiaries and (ii) goodwill and other intangible assets of the Company and the Subsidiaries, in
          each case determined on a consolidated basis in accordance with GAAP, all as reflected in the consolidated financial statements of the Company most recently delivered to the Administrative Agent and the Lenders pursuant to Section 5.01(a)
          or 5.01(b) (or, prior to the first delivery of such financial statements, the most recent consolidated financial statements of the Company referred to in Section 3.04(a)). For purposes of this definition, the amount of assets and
          liabilities of any Subsidiary that is not wholly owned by the Company shall be included or deducted, as the case may be, only to the extent of the proportional equity interest directly or indirectly owned by the Company in such Subsidiary; provided,
          that, in the case of any such liabilities, to the extent such liabilities are recourse to the Company or any other Subsidiary, the full amount of such liabilities that are so recourse shall be deducted for purposes of this definition.

        “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.

        “Covenant Relief End Date” means the first (1st) date occurring on or after the Covenant Relief Financial Deliveries Date on which the following conditions shall have been satisfied: (a) no Default or Event of Default shall have occurred and be continuing as of
          such date and (b) the Administrative Agent shall have received a certificate of a Financial Officer of the Company required by Section 5.01(c) demonstrating that (i) the Leverage Ratio, as of the end of the period of four consecutive
          fiscal quarters of the Company most recently ended on or prior to such date shall not be greater than 3.75 to 1.00 and (ii) the

        
          20

          
            


        

        Company was in compliance with Sections 6.06 and 6.07 as of the end of the period of four consecutive fiscal quarters of the Company
          most recently ended on or prior to such date.

        “Covenant Relief Financial Deliveries Date” means the date upon which the Company shall have delivered
          to the Administrative Agent (a) the financial statements required by Section 5.01 for the period of four consecutive fiscal quarters of the Company ending December 31, 2021 and (b) the related certificate of a Financial Officer of the
          Company required by Section 5.01(c) for such period of four consecutive fiscal quarters of the Company.

        “Covered Entity” means any of the following, (a) a “covered entity” as that term is defined in, and
          interpreted in accordance with, 12 C.F.R. § 252.82(b), (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with,
          12 C.F.R. § 382.2(b).

        “Covered Party” has the meaning assigned to such term in Section 10.21.

         “Declining Lender” has the meaning assigned to such term in Section 2.07(d).

        “Default” means any event or condition that constitutes an Event of Default or that upon notice, lapse
          of time or both would, unless cured or waived, become an Event of Default.

        “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.

        “Defaulting Lender” means any Lender that (a) has failed to (i) fund all or any portion of its Loans
          within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Company in writing that such failure is the result of such Lender’s determination that one or
          more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any Lender any
          other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified the Company or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or
          has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to
          funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the
          Administrative Agent or the Company, to confirm in writing to the Administrative Agent and the Company that it will comply with its prospective funding obligations hereunder (provided, that, such Lender shall cease to be a
          Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Company), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a Bankruptcy
          Event or (ii) become the subject of a Bail-In Action; provided, that, a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect
          parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs
          of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a
          Defaulting Lender under any one or more of clauses (a) through (d) above, and the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender as
          of the date established therefor

        
          21

          
            


        

        by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Company and each
          Lender promptly following such determination.

        “Designated Non-Cash Consideration” means non-cash consideration received by the Company or any
          Subsidiary in connection with a Qualifying Asset Sale that is designated as “Designated Non-Cash Consideration” on the date received pursuant to a certificate of a Financial Officer of the Company setting forth the basis of the fair market value
          of such non-cash consideration.

        “Designated Subsidiary” means any Subsidiary that is not an Excluded Subsidiary.

        “Domestic Loan Party” means any Loan Party that is organized under the laws of the United States, any
          state thereof or the District of Columbia.

        “Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, any
          state thereof or the District of Columbia.

         “EEA Financial Institution” means (a) any credit institution or investment firm 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
          financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (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.

        “Effectiveness Anniversary” has the meaning assigned to such term in Section 2.07(d).

        “ELEAD1ONE Acquisition” means the acquisition by CDK Global, LLC, a Delaware limited liability company
          and subsidiary of the Company (“CDK Global”), of one hundred percent (100%) of the Equity Interests of Data Software Services, LLC (d/b/a Elead1ONE), a Georgia limited liability company (“DSS”), and certain of its Affiliates,
          pursuant to that certain Equity Purchase Agreement, dated as of June 28, 2018, by and among CDK Global, HJH Management Company, LLC, a Georgia limited liability company, Fresh Beginnings, a Georgia corporation (“Fresh Beginnings”), DSS,
          DSS Holdco, Inc., a Delaware corporation, Fresh Beginnings Holdco, Inc., a Delaware corporation, Judith S. Hathcock, an individual, in her capacity as the Representative (as defined therein) and the sole owner of DSS and Fresh Beginnings, Hugh
          Hathcock, an individual (solely for the purposes set forth therein), Hope Hathcock, an individual, Hailee Hathcock, an individual, and Heather Hathcock, an individual.

        “Electronic Copy” has the meaning assigned to such term in Section 10.17.

        “Electronic Record” has the meaning assigned to such term in Section 10.17.

        “Electronic Signature” has the meaning assigned to such term in Section 10.17.

        
          22

          
            


        

        “Eligible Assets” means long-term assets (including Equity Interests of a Person owning such assets)
          that are used or useful in the same line of business as the Company and its Subsidiaries were engaged in on the Closing Date (or any business reasonably related, incidental or ancillary thereto).

         “Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) a Related Fund and (d) any
          other Person approved by the Administrative Agent and the Company (such approval not to be unreasonably withheld); provided, that, (i) the Company’s approval shall not be required during the existence and continuation of an Event
          of Default and (ii) neither any individual (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit, of any individual), nor the Company or any Affiliate of the Company, shall qualify as an Eligible
          Assignee.

        “Eligible Currency” means any lawful currency other than US Dollars that is readily available, freely
          transferable and convertible into US Dollars in the international interbank market available to the Lenders in such market and as to which a US Dollar Equivalent may be readily calculated. If, after the designation by the Lenders of any currency
          as an Alternative Currency, any change in currency controls or exchange regulations or any change in the national or international financial, political or economic conditions are imposed in the country in which such currency is issued, result in,
          in the reasonable opinion of the Required Lenders, (a) such currency no longer being readily available, freely transferable and convertible into US Dollars, (b) a US Dollar Equivalent no longer being readily calculable with respect to such
          currency, (c) it being impractical for Lenders to provide such currency, or (d) such currency no longer being a currency in which the Required Lenders are willing to make such Loans (the event in each of clause (a), (b), (c),
          and (d) being a “Disqualifying Event”), then the Administrative Agent shall promptly notify the Lenders and the Company, and such country’s currency shall no longer be an Alternative Currency until such time as the Disqualifying
          Event(s) no longer exist with respect to such currency.  Within, five (5) Business Days after receipt of such notice from the Administrative Agent, the Company shall repay all Loans in such currency to which the Disqualifying Event applies or
          convert such Loans into the US Dollar Equivalent of Loans in Dollars, subject to the other terms contained herein.

        “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees,
          judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or
          threatened release of any Hazardous Material or to health and safety matters.

        “Environmental Liability” means any liability, contingent or otherwise (including any liability for
          damages, costs of environmental remediation, fines, penalties or indemnities), of the Company or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling,
          transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other
          consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

        “Equity Interests” means shares of capital stock, partnership interests, membership interests in a
          limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

        “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and
          regulations promulgated thereunder.

        
          23

          
            


        

        “ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the
          Company, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

        “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations
          issued thereunder with respect to a Plan (other than an event for which the thirty (30) day notice period is waived); (b) any failure by any Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section
          302 of ERISA) applicable to such Plan, in each case whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan;
          (d) the incurrence by the Company or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Company or any ERISA Affiliate from the PBGC or a plan administrator of any
          notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Company or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any
          Plan or Multiemployer Plan; (g) the receipt by the Company or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Company or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or
          a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA, or in endangered or critical status, within the meaning of Section 305 of ERISA; or (h) a determination that any Plan is, or
          is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code).

        “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” or “€” means the single currency of the Participating Member States.

        “Event of Default” has the meaning assigned to such term in Article VII.

        “Exchange Act” means the United States Securities Exchange Act of 1934.

        “Exchange Rate” for a currency means the rate determined by the Administrative Agent 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 (2) Business
          Days prior to the date as of which the foreign exchange computation is made; provided, that, the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the
          Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.

        “Excluded Property” has the meaning assigned to such term in the definition of “Collateral and
          Guarantee Requirement”.

        “Excluded Subsidiary” means any Subsidiary that is (a) an Immaterial Subsidiary, (b) a Subsidiary that
          is prohibited by applicable law from guaranteeing the Obligations, (c) a Person that is prohibited by any contractual obligation, or the guarantee of the Obligations by which would require any approval or consent of any Person (other than the
          Company or any Subsidiary) that has not been received, in each case which prohibition or requirement is in existence at the time such Person becomes a Subsidiary (so long as such prohibition or requirement is not created in contemplation of or in
          connection with such Person becoming a Subsidiary), (d) a CFC, (e) a CFC Holding Company, (f) a Subsidiary that the Company reasonably determines that the provision of a Guarantee thereby would result in material adverse tax consequences to the
          Company or any Subsidiary, (g) a special purpose entity (including, for the avoidance

        
          24

          
            


        

        of doubt, any Special Purpose Securitization Subsidiaries), (h) a not-for-profit Subsidiary, (i) a captive insurance company, (j) a non-wholly owned Subsidiary that is
          prohibited by any organizational or governance documents or by any applicable shareholder or any similar agreement from guaranteeing the Obligations or (k) a Subsidiary that the Company and the Administrative Agent have agreed to exclude from
          becoming a Loan Party pursuant to the provisions set forth in the definition of “Collateral and Guarantee Requirement”; provided, that, notwithstanding the foregoing, no Borrowing Subsidiary that is a Domestic Subsidiary shall be
          an Excluded Subsidiary.

        “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 Lien to secure, such Swap Obligation (or any Guarantee 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 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 2.02 of the Guarantee Agreement 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 grant by such Guarantor of a Lien, becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a Master Agreement governing more than one Hedging
          Agreement, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Hedging Agreements for which such guaranty or Lien is or becomes excluded in accordance with the first sentence of this definition.

        “Excluded Taxes” means, with respect to any Agent, any Lender or any other recipient of any payment to
          be made by or on account of any Obligation hereunder, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case (i) imposed by the jurisdiction under which such recipient is
          organized or in which its principal office or any lending office from which it makes Loans hereunder is located, or (ii) that are Other Connection Taxes, (b) in the case of a Lender, any U.S. Federal withholding Tax that is imposed on payments by
          any Borrower to such Lender pursuant to a law in effect on the date such Lender becomes a party to this Agreement (or designates a new lending office) (other than pursuant to an assignment request by the Company under Section 2.18(b)),
          (c) any withholding Taxes imposed by the United States pursuant to FATCA, and (d) any withholding Tax that is attributable to such Lender’s failure to comply with Section 2.16(f), except, in the case of clause (b) above, to the
          extent that (i) such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts with respect to such withholding Tax pursuant to Section 2.16 or (ii)
          such withholding Tax shall have resulted from the making of any payment to a location other than the office designated by the Administrative Agent or such Lender for the receipt of payments of the applicable type.

        “Existing Credit Agreements” means, collectively, (a) that certain credit agreement, dated as of
          September 16, 2014, among the Company, certain Subsidiaries from time to time party thereto, as borrowing subsidiaries, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, (b) that certain credit
          agreement, dated as of December 14, 2015, among the Company, the lenders from time to time party thereto, and Bank of America, as administrative agent, and (c) that certain credit agreement, dated as of December 9, 2016, among the Company, the
          lenders from time to time party thereto, and Bank of America, as administrative agent.

        “Existing Maturity Date” has the meaning assigned to such term in Section 2.07(d).

        “FATCA” means Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or
          successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations promulgated thereunder or official interpretations thereof, any agreements

        
          25

          
            


        

        entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any
          intergovernmental agreement entered into in connection with the implementation of such Sections of the Code.

        “Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if
          necessary, to the next 1/100 of 1.00%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is
          not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1.00%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds
          brokers of recognized standing selected by it; provided, that, if such rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

        “Financial Officer” means, with respect to any Person, the chief financial officer, principal
          accounting officer, treasurer, controller or equivalent of such Person and, solely for purposes of notices given pursuant to Article II, any other officer or employee of a Borrower so designated by any of the foregoing officers of such
          Borrower in a notice to the Administrative Agent or any other officer or employee of such Borrower designated in or pursuant to an agreement between such Borrower and the Administrative Agent.

        “First Amendment Effective Date” means May 4, 2020.

         “Fitch” means Fitch, Inc., and any successor to its rating agency business.

        “Foreign Lender” means any Lender that is not a United States person within the meaning of Section
          7701(a)(30) of the Code.

        “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

         “GAAP” means generally accepted accounting principles in the United States, applied on a consistent
          basis and subject to Section 1.04.

        “Governmental Authority” means any nation or government, any federal, state, local or other political
          subdivision thereof and any entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government (including, without limitation, the Bank for International Settlements and the Basel
          Committee on Banking Supervision or any successor or similar authority to either of the foregoing).

        “Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or
          otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any
          obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any
          security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or
          any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty
          issued to support such Indebtedness or obligation; provided, that, the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

        
          26

          
            


        

        “Guarantee Agreement” means the guarantee agreement substantially in the form of Exhibit G
          (with such adjustments thereto or in such other form as may otherwise be reasonably satisfactory to the Administrative Agent), to be dated on or about the Initial Collateral and Guarantee Requirement Satisfaction Date, executed in favor of the
          Administrative Agent by the Company and each other Domestic Loan Party.

        “Guarantor” means (a) each Subsidiary that is a party to the Guarantee Agreement, including each
          Subsidiary that may from time to time become a party thereto pursuant to Section 5.09 or Section 5.10, (b) with respect to (i) Additional Obligations owing by any Subsidiary, and (ii) any Swap Obligation of a Specified Loan Party
          (determined before giving effect to Sections 2.01 and 2.02 of the Guarantee Agreement) under the Guarantee Agreement, the Company, and (c) the successors and permitted assigns of the foregoing.

         “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 in its capacity as a party to a Hedging Agreement that, (a) at the time
          it enters into a Hedging Agreement not prohibited by this Agreement with a Loan Party or a Subsidiary, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Hedging Agreement not
          prohibited by this Agreement with a Loan Party or a Subsidiary, in each case, in its capacity as a party to such Hedging Agreement; provided, that, in the case of a Secured Hedge Agreement with a Person who is no longer a Lender
          (or an Affiliate of a Lender), such Person shall be considered a Hedge Bank only through the stated termination date (without extension or renewal) of such Secured Hedge Agreement; provided, further, that, for any of the
          foregoing to be included as a “Secured Hedge Agreement” on any date of determination by the Administrative Agent, the applicable Hedge Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a
          Secured Party Designation Notice to the Administrative Agent prior to such date of determination.

         “Hedging Agreement” means any interest rate protection agreement, foreign currency exchange
          agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

        “Immaterial Subsidiary” means, as of any date, any Subsidiary that is not a Material Subsidiary at
          such date.

         “Increase Effective Date” has the meaning assigned to such term in Section 2.07(b).

        “Increasing Lender” has the meaning assigned to such term in Section 2.07(a).

        “Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for
          borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily
          paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services
          (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien
          on property owned or acquired by such Person (limited to the value of the property securing such Indebtedness if such Indebtedness has not been assumed), (g) all Guarantees by such Person of Indebtedness of others, (h) all

        
          27

          
            


        

        Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of
          credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and (k) all Securitization Attributable Indebtedness of such Person. The Indebtedness of any Person shall include the
          Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except
          to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

         “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) Other Taxes.

        “Indemnitee” has the meaning assigned to such term in Section 10.03(b).

         “Index Debt” means senior, unsecured, long-term Indebtedness for borrowed money of the Company that
          is not guaranteed by any other Person or subject to any other credit enhancement.

        “Initial Collateral and Guarantee Requirement” means the requirement that, after the occurrence of any
          Collateral and Guarantee Trigger Event,  (a)(i) the Company shall have satisfied the Collateral and Guarantee Requirement and (ii) Designated Subsidiaries that (together with the Company) (A) generated at least sixty percent (60%) of total
          consolidated revenues of the Company and its Subsidiaries for the period of four consecutive fiscal quarters of the Company most recently ended on or prior to the Initial Collateral and Guarantee Requirement Satisfaction Date for which financial
          statements have been delivered pursuant to Section 5.01 and (B) have total consolidated assets of at least sixty percent (60%) of total consolidated assets of the Company and its Subsidiaries as of the Initial Collateral and Guarantee
          Requirement Satisfaction Date, in each case, shall have satisfied the Collateral and Guarantee Requirement, (b) the Loan Parties (in the aggregate) shall have granted valid and perfected security interests (prior to all Liens on such assets,
          except for Liens (i) permitted by this Agreement which may have priority over the Liens of the Collateral Agent on such assets by operation of law (including the priority rules under the UCC) or (ii) which are otherwise permitted pursuant to Section


            6.01 of this Agreement) to the Collateral Agent in assets constituting at least sixty percent (60%) of total consolidated assets of the Company and its Subsidiaries as of the Initial Collateral and Guarantee Requirement Satisfaction Date,
          (c) the Administrative Agent shall have received a certificate, dated as of the Initial Collateral and Guarantee Requirement Satisfaction Date and signed by the President, a Vice President or a Financial Officer of the Company, (i) certifying
          that the Loan Parties have satisfied the requirements set forth in clauses (a) and (b) of this definition as of the Initial Collateral and Guarantee Requirement Satisfaction Date, (ii) confirming that, after the satisfaction of
          the conditions set forth in clauses (a) and (b) of this definition, the representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents are true and correct (A) in the case of
          representations and warranties qualified as to materiality, in all respects, and (B) otherwise, in all material respects, in each case on and as of the Initial Collateral and Guarantee Requirement Satisfaction Date, except to the extent such
          representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct (1) in the case of representations and warranties qualified as to materiality, in all respects, and
          (2) otherwise, in all material respects, as of such earlier date and (iii) attaching thereto true, correct and complete copies of Schedules 3.17(a), 3.17(b) and 3.18, (d) the Administrative Agent shall have received such
          documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties as of the Initial Collateral and Guarantee Requirement Satisfaction Date,
          the authorization of the transactions contemplated hereby and any other legal matters relating to the Loan Parties, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel
          and (e) the Administrative Agent shall have received a favorable written opinion (addressed to the Agents and the Lenders and dated the Initial Collateral and Guarantee

        
          28

          
            


        

        Requirement Satisfaction Date) of legal counsel for the Loan Parties with respect to the transactions contemplated hereby, in form and substance
          reasonably satisfactory to the Administrative Agent.  For purposes of making the determinations required by this definition, revenues and assets of Foreign Subsidiaries shall be converted into US Dollars at the rates used in preparing the
          consolidated balance sheet of the Company included in the applicable financial statements.

        “Initial Collateral and Guarantee Requirement Satisfaction Date” means the date on which the Loan
          Parties shall have satisfied the Initial Collateral and Guarantee Requirement.

         “Initial Loans” has the meaning assigned to such term in Section 2.07(b).

        “Interest Election Request” means a request by a Borrower, appropriately completed and signed by a
          Financial Officer of such Borrower, to convert or continue a Borrowing in accordance with Section 2.05, in the form of Exhibit F or any other form approved by the Administrative Agent and such Borrower (including any form on an
          electronic platform or electronic transmission system as shall be approved by the Administrative Agent).

        “Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June,
          September and December and the Maturity Date and (b) with respect to any LIBOR Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and the Maturity Date and, in addition, in the case of a LIBOR
          Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period. If an Interest Payment
          Date falls on a date which is not a Business Day, such Interest Payment Date shall be deemed to be the next succeeding Business Day, or, in the case of LIBOR Loans where the next succeeding Business Day falls in the next succeeding calendar
          month, the next preceding Business Day.

        “Interest Period” means, with respect to any LIBOR Borrowing, (a) the period commencing on the date of
          such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or, if agreed by all the Lenders, seven days or 12 months) thereafter (in each case, subject to availability), as the
          applicable Borrower may elect, or (b) for purposes of the penultimate sentence of Section 2.05(c) only, a Non-Standard Interest Period; provided, that, (i) if any Interest Period would end on a day other than a Business
          Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and
          (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the
          last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such
          Borrowing.

        “Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person,
          whether by means of (a) the purchase or other acquisition of Equity Interests of another Person or (b) a loan, advance or capital contribution to, guarantee or assumption of Indebtedness for borrowed money of, or purchase or other acquisition of
          any other Indebtedness for borrowed money of another Person (including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor guaranties Indebtedness for borrowed money of such other
          Person, but excluding any acquisition of (i) all of the Equity Interests of any Person or (ii) assets comprising all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line
          or line of business of) any Person).  For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested (measured at the time made), without adjustment for subsequent increases or

        
          29

          
            


        

        decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in
          cash by such Person with respect thereto (but only to the extent that the aggregate amount of all such returns, distributions and repayments with respect to such Investment does not exceed the principal amount of such Investment).

        “IP Security Agreements” has the meaning assigned to such term in the Security and Pledge Agreement.

         “IRS” means the United States Internal Revenue Service.

        “Judgment Currency” has the meaning assigned to such term in Section 10.13(b).

        “Lender” means each of the Persons listed as a “Lender” on the signature pages to this Agreement, each
          other Person that becomes a “Lender” in accordance with this Agreement (including any Person that becomes a party hereto pursuant to an Assignment and Assumption or such other documentation) and their respective successors and assigns.  The term
          “Lender” shall exclude any Person that shall have ceased to be a party hereto pursuant to an Assignment and Assumption.

        “Leverage Ratio” means, at any date, the ratio of (a) Total Indebtedness as of such date to (b)
          Consolidated EBITDA for the period of four consecutive fiscal quarters of the Company ended on or most recently prior to such date.

        “LIBO Rate” means, with respect to any LIBOR Borrowing for any Interest Period, the applicable Screen
          Rate as of the Specified Time on the Quotation Day.

        “LIBOR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
          comprising such Borrowing, shall bear interest at a rate determined by reference to the Adjusted LIBO Rate.

        “LIBOR Successor Rate” has the meaning specified in Section 2.21.

        “LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate,
          any conforming changes to the definition of Alternate Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of the
          Administrative Agent, 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 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 the Administrative Agent
          determines in consultation with the Company).

        “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation,
          encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same
          economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

        “Loan Documents” means this Agreement, the Collateral Documents, the Guarantee Agreement, the Pari
          Passu Intercreditor Agreement, each Accession Agreement, each Borrowing Subsidiary Agreement, each Borrowing Subsidiary Termination, each document or other agreement entered into in connection with the Transactions and designated by its terms as
          a “Loan Document” and, except for

        
          30

          
            


        

        purposes of Section 10.02(b), each promissory note delivered pursuant to this Agreement. The Loan Documents shall specifically exclude any
          Secured Cash Management Agreement and any Secured Hedge Agreement.

        “Loan” means a loan made to a Borrower pursuant to Section 2.01.

        “Loan Parties” means, collectively, each Borrower and each Guarantor.

        “Local 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 to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

        “Master Agreement” means 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 entered into in connection with a Hedging Agreement.

         “Material Acquisition” means any individual acquisition of (a) Equity Interests in any Person if,
          after giving effect thereto, such Person will become a Subsidiary or (b) assets comprising all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of)
          any Person; provided, that, the aggregate consideration for such individual acquisition (including Indebtedness assumed in connection therewith, all obligations in respect of deferred purchase price (including obligations under
          any purchase price adjustment but excluding earnout or similar payments) and all other consideration payable in connection therewith (including payment obligations in respect of noncompetition agreements or other arrangements representing
          acquisition consideration)) exceeds US$250,000,000.

        “Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations or
          condition (financial or otherwise) of the Company and the Subsidiaries taken as a whole, (b) the ability of the Borrowers to perform any of their obligations under this Agreement or (c) the rights of or benefits available to the Lenders under
          this Agreement.

        “Material Disposition” means any individual sale, transfer or other disposition of (a) all or
          substantially all the issued and outstanding Equity Interests in any Person that are owned by the Company or any Subsidiary or (b) assets comprising all or substantially all the assets of (or all or substantially all the assets constituting a
          business unit, division, product line or line of business of) of the Company or any Subsidiary; provided, that, the aggregate consideration for such individual sale, transfer or other disposition (including Indebtedness assumed by
          the transferee in connection therewith, all obligations in respect of deferred purchase price (including obligations under any purchase price adjustment but excluding earnout or similar payments) and all other consideration payable in connection
          therewith (including payment obligations in respect of noncompetition agreements or other arrangements representing acquisition consideration)) exceeds US$250,000,000.

        “Material Indebtedness” means Indebtedness (other than the Loans), or obligations in respect of one or
          more Hedging Agreements, of the Company and the Subsidiaries in an aggregate principal amount exceeding US$75,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Company or any Subsidiary
          in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Company or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.

        
          31

          
            


        

        “Material Subsidiary” means (a) each Borrowing Subsidiary, (b) any Subsidiary that directly or
          indirectly owns any Equity Interest in or Controls any Material Subsidiary and (c) any other Subsidiary (i) the consolidated revenues of which for the most recent period of four consecutive fiscal quarters of the Company for which financial
          statements have been delivered pursuant to Section 5.01 (or, prior to the first delivery of such financial statements, the most recent consolidated financial statements of the Company referred to in Section 3.04(a)) were greater
          than 10.0% of the Company’s total consolidated revenues for such period or (ii) the consolidated assets of which as of the end of such period were greater than 10.0% of the Company’s total consolidated assets as of such date; provided, that,
          if at any time the aggregate consolidated revenues or consolidated assets of all Subsidiaries that are not Material Subsidiaries for or at the end of any period of four fiscal quarters exceeds 10.0% of the Company’s consolidated revenues for such
          period or 10.0% of the Company’s consolidated assets as of the end of such period, the Company shall (or, in the event the Company has failed to do so within ten (10) days, the Administrative Agent may) designate sufficient Subsidiaries as
          “Material Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Subsidiaries. For purposes of making the determinations required by this definition, revenues and
          assets of foreign Subsidiaries shall be converted into US Dollars at the rates used in preparing the consolidated balance sheet of the Company included in the applicable financial statements.

        “Maturity Date” means August 17, 2023 (or any later date to which the Maturity Date may be extended
          pursuant to Section 2.07(d)); provided, that, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

        “Maximum Rate” has the meaning assigned to such term in Section 10.14.

        “Moody’s” means Moody’s Investors Service, Inc., or any successor to the rating agency business
          thereof.

        “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

        “Net Cash Proceeds” means, means the aggregate cash and cash equivalents proceeds received by the
          Company or any Subsidiary in respect of any Asset Sale, net of (a) selling expenses paid or payable to a third party in connection therewith (including reasonable brokers’ fees or commissions, legal, accounting and other professional and
          transactional fees, transfer and similar taxes and the Company’s good faith estimate of income taxes actually paid or payable in connection with such sale), (b) amounts provided as a reserve, in accordance with GAAP, against (i) any liabilities
          under any indemnification obligations associated with such Asset Sale or (ii) any other liabilities retained by the Company or any of its Subsidiaries associated with the assets disposed of in such Asset Sale (provided, that, to
          the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds), (c) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money
          (other than Indebtedness under the Loan Documents) which is secured by a Lien on the assets disposed of in such Asset Sale (so long as such Lien was permitted to encumber such assets under the Loan Documents at the time of such sale) and which is
          repaid or required to be repaid (provided, that, to the extent such Indebtedness for borrowed money is not repaid within one hundred eighty (180) days of such Asset Sale such cash or cash equivalents proceeds shall then constitute
          “Net Cash Proceeds”) with such proceeds (other than any such Indebtedness assumed by the purchaser of such assets), and (d) in the case of any such cash or cash equivalents proceeds received by any Subsidiary that is not a wholly owned
          Subsidiary, the pro rata portion of such proceeds allocable to the holders (other than the Company and its Subsidiaries) of Equity Interests in such Subsidiary that is not a wholly owned Subsidiary
          (calculated without regard to this clause (d)) and not available for distribution to or for the account of the Company or a Subsidiary as a result thereof.

        
          32

          
            


        

        “Non-Consenting Lender” means any Lender that withholds its consent to any proposed amendment,
          modification or waiver that cannot become effective without the consent of such Lender under Section 10.02, and that has been consented to by the Required Lenders.

        “Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

        “Non-Standard Interest Period” means, with respect to any LIBOR Borrowing, a period (other than a
          seven day Interest Period, and subject to availability) commencing on the date of such Borrowing and ending less than one month thereafter, as the applicable Borrower may elect.

        “Notice of Objection” has the meaning specified in Section 2.19.

        “Obligations” means the due and punctual payment of (a) the principal of and interest (including
          interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans made to any Borrower, when and as due, whether at maturity,
          by acceleration, upon one or more dates set for prepayment or otherwise and (b) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including
          monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Loan Parties under this Agreement and the other Loan
          Documents; provided, that, from and after any Collateral and Guarantee Trigger Event, the Obligations shall include the Additional Obligations; provided, further, that, without limiting the foregoing, the
          Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor.

        “Other Connection Taxes” means, with respect to any recipient of any payment made on account of an
          Obligation, 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 any and all present or future recording, stamp, documentary, excise, transfer,
          sales, property or similar Taxes, charges or levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other 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 2.18).

        “Pari Passu Intercreditor Agreement” means an intercreditor agreement, in form and substance
          reasonably satisfactory to the Agents and the Company, that contains terms and conditions that are within the range of terms and conditions customary for intercreditor agreements that are of the type that govern intercreditor relationships
          between holders of pari passu senior secured credit facilities, to be dated on or about the Initial Collateral and Guarantee Requirement Satisfaction Date, executed by the Agents, Bank of America, as
          administrative agent under the Term Loan Credit Agreement and the Loan Parties.

        “Participant” has the meaning assigned to such term in Section 10.04(g).

        “Participant Register” has the meaning assigned to such term in Section 10.04(g).

        
          33

          
            


        

        “Participating Member State” means any member state of the European Union that adopts or has adopted
          the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

        “Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to
          Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

        “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any
          successor entity performing similar functions.

        “Permitted Asset Sale” means any Qualifying Asset Sale by the Company or any Subsidiary; provided,
          that, the Company has (a) voluntarily prepaid the “Loans” (as defined in the Term Loan Credit Agreement) pursuant to and in accordance with Section 2.10 of the Term Loan Credit Agreement, in an aggregate amount equal to one hundred percent
          (100%) of the Net Cash Proceeds received by the Company and its Subsidiaries from such Qualifying Asset Sale or (b) on a pro rata basis, prepaid or redeemed (i) the “Loans” (as defined in the Term Loan
          Credit Agreement) pursuant to and in accordance with Section 2.10 of the Term Loan Credit Agreement and (ii) Indebtedness under any one or more Senior Notes Indentures in accordance with the terms of such Senior Notes Indentures, in an aggregate
          amount equal to one hundred percent (100%) of the Net Cash Proceeds received by the Company and its Subsidiaries from such Qualifying Asset Sale; provided, further, that, with respect to any Qualifying Asset Sale, to the
          extent that the Company or such Subsidiary reinvests such Net Cash Proceeds in Eligible Assets within three hundred sixty five (365) days of the date of such Qualifying Asset Sale (as to any Qualifying Asset Sale, such three hundred sixty five
          (365) day period being the “Reinvestment Period” for such Qualifying Asset Sale) such Net Cash Proceeds shall not be required to be so applied to prepay or redeem the “Loans” (as defined in the Term Loan Credit Agreement) or Indebtedness
          under the Senior Notes Indentures in order for such Qualifying Asset Sale to constitute a “Permitted Asset Sale” during the Reinvestment Period with respect to such Qualifying Asset Sale (it being understood that if such Net Cash Proceeds have
          not been so reinvested by the end of the applicable Reinvestment Period, the Company or such Subsidiary must prepay or redeem the “Loans” (as defined in the Term Loan Credit Agreement) or Indebtedness under the Senior Notes Indentures in
          accordance with the first proviso of this definition at the end of such Reinvestment Period in order for such Qualifying Asset Sale to thereafter constitute a “Permitted Asset Sale”).

         “Permitted Encumbrances” means:

        (a)          Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04;

        (b)          carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or are being
            contested in good faith;

        (c)          pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

        (d)          deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

        (e)          judgment liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII; and

        
          34

          
            


        

        (f)          easements, zoning
            restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising 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 any of the Borrowers or any of their Subsidiaries;

        provided, that, the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness or any Lien in
          favor of the PBGC.

        “Permitted Securitization Documents” means all documents and agreements evidencing, relating to or
          otherwise governing a Permitted Securitization Financing.

        “Permitted Securitization Financing” means one or more transactions pursuant to which (a) Receivables
          Assets or interests therein are sold or transferred to or financed by one or more Special Purpose Securitization Subsidiaries, and (b) such Special Purpose Securitization Subsidiaries finance (or refinance) their acquisition of such Receivables
          Assets or interests therein, or the financing thereof, by selling or borrowing against Receivables Assets (including conduit and warehouse financings) and any Hedging Agreements entered into in connection with such Receivables Assets; provided,
          that, recourse to the Company or any Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary (as determined by the Company in good faith) for
          similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Company or any Subsidiary (other
          than a Special Purpose Securitization Subsidiary)).

        “Permitted Share Repurchases” means any Share Repurchase made by the Company, so long as (a) no Event
          of Default exists immediately prior to and after giving effect thereto and (b) the aggregate amount of all such Share Repurchases shall not exceed US$40,000,000 in any fiscal year of the Company.

         “Person” means any natural person, corporation, limited liability company, trust, joint venture,
          association, company, partnership, Governmental Authority or other entity.

        “Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the
          provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is sponsored, maintained or contributed to by the Company or any ERISA Affiliate.

        “Platform” has the meaning assigned to such term in Section 5.01.

        “PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any
          such exemption may be amended from time to time.

        “Public Lender” has the meaning assigned to such term in Section 5.01.

        “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).

        “QFC Credit Support” has the meaning assigned to such term in Section 10.21.

        “Qualifying Asset Sale” means any Asset Sale by the Company or any Subsidiary; provided, that,
          (a) at the time of such Asset Sale, no Event of Default shall have occurred and be continuing or would result from such Asset Sale, (b) such Disposition shall be for fair market value (as determined by the Company in good faith) and (c) the
          purchase price for the property or assets acquired in such Asset Sale shall be paid to the Company or such Subsidiary, as the case may be, for not less than seventy-five percent (75%) cash

        
          35

          
            


        

        and cash equivalent consideration; provided, however, that for the purposes of this clause (c), the following shall be deemed to be cash:  (i) any
          liabilities (as shown on the Company’s most recent balance sheet (or in the footnotes thereto) provided hereunder) of the Company or such Subsidiary (other than liabilities that are by their terms subordinated to (x) the Obligations and (y) the
          Obligations under and as defined in the Term Loan Credit Agreement) that are assumed by the transferee with respect to the applicable Asset Sale and for which the Company and its Subsidiaries shall have been validly released by all applicable
          creditors in writing, (ii) any securities received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash or cash equivalents (to the extent of the cash or cash equivalents received
          in the conversion) within one hundred eighty (180) days following the closing of the applicable Asset Sale; and (iii) any Designated Non-Cash Consideration in respect of such Asset Sale having an aggregate fair market value, taken together with
          the Designated Non-Cash Consideration in respect of all other “Qualifying Asset Sales”, not in excess of US$10,000,000 (with the fair market value of each item of Designated Non-Cash Consideration being measured as of the time received).

         “Quotation Day” means, for any Interest Period, the day two Business Days prior to the first day of
          such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided, that, to the extent such market practice is
          not administratively feasible for the Administrative Agent, then “Quotation Date” means such other day as otherwise reasonably determined by the Administrative Agent).

        “Rating Agencies” means Moody’s, S&P and Fitch.

        “Ratings” means the public ratings from time to time established by the Rating Agencies for the Index
          Debt, and “Rating” means any one of them.

        “Ratings Collateral and Guarantee Trigger Event” means the occurrence of both of the following: (a)
          the Rating from Moody’s shall be Ba2 or worse and (b) the Rating from S&P shall be BB or worse.  If the rating system of Moody’s or S&P shall change, or if any such Rating Agency shall cease to be in the business of rating corporate debt
          obligations, the Company and the Required Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of a Rating from such Rating Agency.

         “Receivables Assets” means, with respect to any Person, accounts receivable, indebtedness and other
          obligations owed to or owned by such Person (whether now existing or arising or acquired in the future) arising in the ordinary course of business from the sale of goods or services (including any indebtedness or obligation constituting an
          account, chattel paper, instrument or general intangible), together with all related security, collateral, collections, contracts, contract rights, guarantees or other obligations in respect thereof, all proceeds and supporting obligations and
          all other related assets which are of the type customarily transferred in connection with a Securitization Transaction or, solely for purposes of Section 6.01(g) and Section 6.02(l), a transaction contemplated by such sections.

        “Refinancing Indebtedness” means, in respect of any Indebtedness (the “Original Indebtedness”),
          any Indebtedness that extends, renews or refinances such Original Indebtedness (or any Refinancing Indebtedness in respect thereof); provided, that, (a) the principal amount of such Refinancing Indebtedness shall not exceed the
          principal amount of such Original Indebtedness; (b) such Refinancing Indebtedness shall not constitute an obligation (including pursuant to a Guarantee) of any Subsidiary that shall not have been an obligor in respect of such Original
          Indebtedness; and (c) such Refinancing Indebtedness shall not be secured by any Lien on any asset other than the assets that secured such Original Indebtedness (or would have been required to secure such Original Indebtedness pursuant to the
          terms thereof).

        “Register” has the meaning assigned to such term in Section 10.04(e).

        
          36

          
            


        

        “Reinvestment Period” has the meaning assigned to such term in the definition of “Permitted Asset
          Sale”.

         “Related Fund” means, with respect to any Lender that is a fund that invests in bank loans, any other
          fund that invests in bank loans and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

        “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the
          respective directors, trustees, officers, partners, members, employees, agents and advisors of such Person and such Person’s Affiliates.

        “Required Lenders” means, at any time, one or more Lenders having Revolving Exposures and unused
          Commitments representing more than 50% of the sum of the total Revolving Exposures of all Lenders and the total unused Commitments of all Lenders at such time.  The Revolving Exposure and unused Commitment of any Defaulting Lender shall be
          disregarded in determining Required Lenders at any time.

        “Resignation Effective Date” has the meaning assigned to such term in Article VIII.

        “Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial
          Institution, a UK Resolution Authority.

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

         “Revolving Exposure” means, with respect to any Lender at any time, the US Dollar Equivalent of such
          Lender’s outstanding Loans at such time.

        “S&P” means Standard & Poor’s Ratings Services, a division of McGraw-Hill Financial Inc., and
          any successor to the rating agency business thereof.

        “Sale and Leaseback Transaction” means any arrangement whereby the Company or a Subsidiary, directly
          or indirectly, shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially
          the same purpose or purposes as the property being sold or transferred.

        “Sanction Laws” means laws and executive orders of the United States, the United Nations Security
          Council, the European Union, Her Majesty’s Treasury of the United Kingdom or other relevant and applicable sanctions authority imposing economic or financial sanctions or trade embargoes, and regulations implementing such laws and executive
          orders.

         “Sanctioned Country” means, at any time, a country or territory which is itself the subject or target
          of any Sanction Laws.

        “Sanctioned Person” means, at any time, (a) any Person that is included on any list of designated
          Persons maintained by the Office of Foreign Assets, Her Majesty’s Treasury of the United Kingdom, or on any comparable list maintained under applicable Sanction Laws, (b) any Person located, organized or

        
          37

          
            


        

        resident in a Sanctioned Country, (c) any Person that is currently the subject of Sanction Laws, or (d) any Person owned or controlled by any such
          Person or the Persons described in the foregoing clause (a), (b) or (c).

         “Scheduled Unavailability Date” has the meaning specified in Section 2.21.

        “Screen Rate” means, in respect of the LIBO Rate for any Interest Period, a rate per annum equal to
          the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for deposits in the applicable currency (for delivery on the first day of such Interest
          Period) with a term equivalent to such Interest Period (or, in the case of a Non-Standard Interest Period, with a term of one month), as displayed on the applicable Bloomberg screen page that displays such rate (or, in the event such rate does
          not appear on a page of the Bloomberg screen, on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time); provided, that, if the Screen
          Rate, determined as provided above, would be less than zero, the Screen Rate shall for all purposes of this Agreement be zero.

        “SEC” means the United States Securities and Exchange Commission.

        “Secured Cash Management Agreement” means any Cash Management Agreement between any Loan Party or any
          Subsidiary and any Cash Management Bank.

        “Secured Hedge Agreement” means any Hedging Agreement not prohibited by this Agreement between any
          Loan Party or any Subsidiary and any Hedge Bank.

        “Secured Party Designation Notice” means a notice from any Lender or an Affiliate of a Lender
          substantially in the form of Exhibit I.

         “Securitization Attributable Indebtedness” means, as of any date of determination, the amount of
          obligations outstanding under the legal documents entered into as part of any Securitization Transaction on such date that corresponds to the outstanding net investment (including loans) of, or cash purchase price paid by, the unaffiliated third
          party purchasers or financial institutions participating in such transaction and, as such, would be characterized as principal if such transaction were structured as a secured lending transaction rather than as a purchase (or, to the extent
          structured as a secured lending transaction, is principal).

        “Securitization Transaction” means, with respect to any Person, any financing transaction or series of
          financing transactions pursuant to which such Person (or any subsidiary of such Person) may, directly or indirectly, sell, convey or otherwise transfer, or grant a security interest in, any Receivables Assets of such Person (or any subsidiary of
          such Person), to a special purpose subsidiary of such Person or an Affiliate of such Person.

        “Security and Pledge Agreement” means the security and pledge agreement substantially in the form of Exhibit


            H (with such adjustments thereto or in such other form as may otherwise be reasonably satisfactory to the Agents), to be dated on or about the Initial Collateral and Guarantee Requirement Satisfaction Date, executed in favor of the
          Collateral Agent by the Company and each other Domestic Loan Party.

        “Senior Notes Indenture Secured Obligations” means, as of any date, any obligations under one or more
          Senior Notes Indentures that have become secured obligations on a pari passu basis with the Obligations in accordance with the terms and provisions of the applicable Senior Notes Indenture(s) and the
          terms and provisions of the Loan Documents.

        
          38

          
            


        

        “Senior Notes Indentures” means (a) the Indenture, dated as of October 14, 2014, between the Company,
          as issuer, and U.S. Bank National Association, as trustee, relating to the Company’s 4.50% senior notes due 2024, (b) the Indenture, dated as of May 15, 2017, between the Company, as issuer, and U.S. Bank National Association, as trustee,
          relating to the Company’s 4.875% senior notes due 2027, (c) the Indenture, dated as of June 18, 2018, between the Company, as issuer, and U.S. Bank National Association, as trustee (as supplemented by that certain Officer’s Certificate pursuant
          to Sections 2.02, 10.04 and 10.05 of the Indenture, dated as of June 18, 2018, provided by the Company), relating to the Company’s 5.875% senior notes due 2026, and (d) the Indenture, dated as of May 15, 2019, between the Company, as issuer, and
          U.S. Bank National Association, as trustee, relating to the Company’s 5.25% senior notes due 2029; and “Senior Notes Indenture” means any one of them.

        “Share Repurchase” means 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 Equity Interests in the Company or any Subsidiary, but excluding the receipt by the Company and its Subsidiaries
          of Equity Interests of the Company as payment (a) for stock option exercises, (b) for withholding taxes due on stock option exercises, (c) for the vesting of restricted share units from stock based compensation program participants and (d) in
          connection with similar equity based incentive programs, in each case, in the ordinary course of business.

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

         “Special Purpose Securitization Subsidiary” means a direct or indirect wholly-owned Subsidiary of the
          Company established in connection with a Permitted Securitization Financing for the acquisition of Receivables Assets or interests therein, and which is organized in a manner (as determined by the Company in good faith) intended to reduce the
          likelihood that it would be substantively consolidated with the Company or any of the Subsidiaries (other than Special Purpose Securitization Subsidiaries) in the event the Company or any such Subsidiary becomes subject to a proceeding under the
          Bankruptcy Code of the United States (or other insolvency law).

        “Specified Loan Party” means any Loan Party that is not then an “eligible contract participant” under
          the Commodity Exchange Act (determined prior to giving effect to Section 2.02 of the Guarantee Agreement).

         “Specified Time” means 11:00 a.m., London time.

        “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the
          number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the
          Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to Regulation D.  LIBOR Loans shall be
          deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D or any comparable
          regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

        “Sterling” or “£;” means the lawful currency of the United Kingdom.

        “Subsequent Borrowings” has the meaning assigned to such term in Section 2.07(b).

        
          39

          
            


        

        “subsidiary” means, with respect to any Person, any corporation or other entity with respect to which
          such Person alone owns, subsidiaries of such Person own, or such Person and one or more of its subsidiaries together own, directly or indirectly, capital stock or other equity interests having ordinary voting power to elect a majority of the
          members of the board of directors of such corporation or other entity or having a majority interest in the capital or profits of such corporation or other entity.

        “Subsidiary” means any subsidiary of the Company.

        “Supported QFC” has the meaning assigned to such term in Section 10.21.

        “Swap Obligation” 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 1a(47) of the Commodity Exchange Act.

         “Syndication Agents” means, collectively, JPMorgan Chase Bank, N.A., U.S. Bank National Association,
          MUFG Bank, Ltd. and Wells Fargo Bank, N.A., in their capacities as syndication agents with respect to the credit facilities established hereunder.

        “TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment
          system which utilizes a single shared platform and which was launched on November 19, 2007.

        “TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such
          other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

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

        “Term Loan Credit Agreement” means that certain term loan credit agreement, dated as of the Closing
          Date, among, inter alios, the Company, the lenders from time to time party thereto and Bank of America, as administrative agent.

        “Total Indebtedness” means, as of any date, the aggregate principal amount of Indebtedness of the
          Company and the Subsidiaries outstanding as of such date, computed on a consolidated basis, but excluding contingent obligations of the Company or any Subsidiary as an account party in respect of any letter of credit or letter of guaranty to the
          extent such letter of credit or letter of guaranty does not support Indebtedness. For purposes of this definition, the amount of any Indebtedness shall be determined in accordance with GAAP but without giving effect to any election permitted
          under GAAP to value such Indebtedness at “fair value” or to any other accounting principle that would result in the amount of such Indebtedness (other than zero coupon Indebtedness) being below the stated principal amount thereof.

        “Transactions” means (a) prior to the occurrence of any Collateral and Guarantee Trigger Event, (i)
          the execution, delivery and performance by the Borrowers of the Loan Documents, (ii) the borrowings of Loans hereunder and the use of the proceeds thereof and (iii) the payment of fees and expenses incurred in connection with the foregoing and
          (b) if any Collateral and Guarantee Trigger Event occurs, (i) the execution, delivery and performance by the Loan Parties of the Loan Documents, (ii) the borrowings of Loans hereunder and the use of the proceeds thereof and (iii) the payment of
          fees and expenses incurred in connection with the foregoing.

        
          40

          
            


        

        “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on
          such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

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

         “UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook
          (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct
          Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

        “UK Resolution Authority” means the Bank of England or any other public administrative authority
          having responsibility for the resolution of any UK Financial Institution.

        “United States” means the United States of America.

        “US Dollar Equivalent” means, on any date of determination, (a) with respect to any amount in US
          Dollars, such amount, and (b) with respect to any amount in any Alternative Currency, the equivalent in US Dollars of such amount, determined by the Administrative Agent pursuant to Section 1.05 using the Exchange Rate with respect to
          such Alternative Currency at the time in effect under the provisions of such Section.

        “US Dollars” or “US$” means the lawful currency of the United States.

        “US 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 assigned to such term in Section 10.21.

         “US Tax Compliance Certificate” has the meaning assigned to such term in Section 2.16(f)(ii)(B)(3).

        “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial
          withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

        “Write-Down and Conversion Powers” means, (a) 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,
          and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument
          under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been
          exercised

        
          41

          
            


        

        under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or
          ancillary to any of those powers.

        SECTION 1.02.          Classification


              of Loans and Borrowings. For purposes of this Agreement, Loans may be referred to by Type (e.g., a “LIBOR Loan”). Borrowings also may be referred to by Type (e.g., a “LIBOR Borrowing”).

        SECTION 1.03.          Terms


              Generally. 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 (a)
            any definition of or reference to any agreement, instrument or other document herein 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), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or
            otherwise modified (including by succession of comparable successor statutes, rules or regulations), (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (d) the words “herein”, “hereof” and
            “hereunder” and words of similar import shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to
            refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (f) 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.  Any and all references to “Borrower” regardless of whether preceded by the term a, any, each of, all, and/or, or any other similar term shall be deemed to refer, as the
            context requires, to each and every (and/or any one or all) parties constituting a Borrower, individually and/or in the aggregate. Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, or disposition, or
            similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger,
            transfer, consolidation, amalgamation, assignment, sale, or disposition, or similar term, as applicable, to, of or with a separate Person.  Any division of a limited liability company shall constitute a separate Person hereunder (and each
            division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person).

        SECTION 1.04.          Accounting


              Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP, as in effect from time to time.  The Company will provide a written summary
            of material changes in GAAP applicable to the Company and in the consistent application thereof with each certificate delivered in accordance with Section 5.01(c) (which requirement for a written summary of material changes may be
            satisfied by including such summary in the Company’s public filings available on the SEC’s website at www.sec.gov).  If the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate
            the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision, or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any
            provision hereof for such purpose, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then (a) such provision shall be interpreted on the basis of GAAP as in effect and applied
            immediately before such change shall have become effective until such notice shall have been withdrawn or such provision shall have been amended in accordance herewith, and (b) the Company shall provide to the Administrative Agent and
          the Lenders summary financial statements required under this Agreement or as requested hereunder setting forth an unaudited reconciliation between GAAP as in effect 

        
          42

          
            


        

        and applied immediately before such change and GAAP after giving effect to such change.  Notwithstanding any other provision contained herein, (i) all terms of an accounting
          or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159, The Fair Value Option
          for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Company or any Subsidiary at “fair value”, as defined therein, (ii) leases
          shall continue to be classified and accounted for on a basis consistent with that reflected in the audited financial statements of the Company referred to in Section 3.04(a)(i) 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, and (iii) all financial statements required to be delivered pursuant to Sections
            5.01(a) and 5.01(b) shall be prepared in accordance with GAAP, as in effect from time to time. 

        SECTION 1.05.          Currency


              Translation. The Administrative Agent shall determine the US Dollar Equivalent of any Borrowing denominated in an Alternative Currency on or about the date of the commencement of the initial Interest Period and each subsequent Interest
            Period therefor (and, in the case of any Interest Period longer than three months, as of each Interest Payment Date applicable to such Borrowing), in each case using the applicable Exchange Rate in effect on the date of determination, and each
            such amount shall be the US Dollar Equivalent of such Borrowing until the next required calculation thereof pursuant to this Section.  For purposes of Article VI and the definitions employed therein, amounts in currencies other than US
            Dollars shall be translated into US Dollars at the currency exchange rates used in preparing the Company’s most recent annual or quarterly financial statements.

        SECTION 1.06.          Additional


              Alternative Currencies.

        (a)          The Company may from time to time request that LIBOR Loans be made in a currency other than Euro or Sterling; provided, that, such requested currency is an Eligible Currency.  In the case of any such request, such
            request shall be subject to the approval of the Administrative Agent and each Lender.

        (b)          Any such request shall be made to the Administrative Agent not later than 11:00 a.m., New York City time, twenty (20) Business Days prior to the date of the desired Borrowing (or such other time or date as may be agreed by the
            Administrative Agent in its sole discretion).  The Administrative Agent shall promptly notify each Lender of any such request.  Each Lender shall notify the Administrative Agent, not later than 11:00 a.m., New York City time, ten (10) Business
            Days after receipt of such request whether it consents, in its sole discretion, to the making of LIBOR Loans in such requested currency.

        (c)          Any failure by a Lender to respond to such request within the time period specified in Section 1.06(b) shall be deemed to be a refusal by such Lender to permit LIBOR Loans to be made in such requested currency.  If the
            Administrative Agent and all of the Lenders consent to making LIBOR Loans in such requested currency and the Administrative Agent and the Lenders reasonably determine that an appropriate interest rate is available to be used for such requested
            currency, the Administrative Agent shall so notify the Company and, to the extent necessary, the Administrative Agent and the Lenders may amend (in consultation with the Company) the definition of “Screen Rate” (or any other provisions of this
            Agreement relating to the timing and frequency of determining the rate applicable to such currency or any other administrative matters as may be appropriate, in the reasonable discretion of the Administrative Agent, to reflect the
          adoption of such additional currency and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice) to the extent necessary to add the applicable screen rate for such currency.  If
          the Administrative Agent shall fail to obtain consent to 

        
          43

          
            


        

        any request for an additional currency under this Section 1.06, the Administrative Agent shall promptly so notify the Company. 

        SECTION 1.07.          Change


              of Currency.

        (a)          Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the Closing Date shall be redenominated into Euro
            at the time of such adoption.  If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the
            London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful
            currency; provided, that, if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current
            Interest Period.

        (b)          Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify (in consultation with the Company) to be appropriate to reflect the adoption of the
            Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

        (c)          Each provision of this Agreement relating to the funding or maintenance of, or the performance by any Lender of any obligations with respect to, any Loan denominated in an Alternative Currency also shall be subject, in each case, to
            such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in
            currency.

        SECTION 1.08.          Interest


              Rates. 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 “LIBO Rate” or with respect to any rate that is an alternative or replacement for comparable or successor rate thereto to any of such rate (including, without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of
            any LIBOR Successor Rate Conforming Changes. Without prejudice to any other provision of this Agreement, each party hereto acknowledges and agrees for the benefit of each of the other parties hereto, that: (a) LIBOR (i) may be subject to
            methodological or other changes which could affect its value, (ii) may not comply with applicable laws and regulations (such as the Regulation (EU) 2016/1011 of the European Parliament and of the Council, as amended (EU Benchmarks Regulation))
            and/or (iii) may be permanently discontinued; and (b) the occurrence of any of the aforementioned events and/or a Screen Rate replacement event may have adverse consequences which may materially impact the economics of the financing
            transactions contemplated under this Agreement.

        ARTICLE II.

          

          The Credits

         

        

        SECTION 2.01.          Commitments.
            Subject to the terms and conditions set forth herein, each Lender agrees to make to the Borrowers, from time to time on any Business Day during the Availability Period, Loans denominated in US Dollars or in Alternative Currencies in amounts
            that will not at any time result in (a) such Lender’s Revolving Exposure exceeding its Commitment, (b) the sum of the total Revolving Exposures exceeding the aggregate Commitments or (c) the Alternative Currency Exposure exceeding the 

        
          44

          
            


        

        Alternative Currency Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Loans.

        SECTION 2.02.          Loans


              and Borrowings.

        (a)          Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type and currency made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made
            by it shall not relieve any other Lender of its obligations hereunder; provided, that, the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

        (b)          Subject to Section 2.13, (i) each Borrowing denominated in US Dollars shall be comprised entirely of ABR Loans or LIBOR Loans as the applicable Borrower may request in accordance herewith, and (ii) each Borrowing denominated in
            an Alternative Currency shall be comprised entirely of LIBOR Loans.  Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, that, any
            exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement.

        (c)          At the commencement of each Interest Period for any LIBOR Borrowing, and at the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less
            than the Borrowing Minimum; provided, that, (i) a LIBOR Borrowing that results from a continuation of an outstanding LIBOR Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing and (ii) an ABR
            Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Commitments.  Borrowings of more than one Type may be outstanding at the same time; provided, that, there shall not be more than a total
            of fifteen (15) LIBOR Borrowings in the aggregate at any time outstanding.

        (d)          Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to request, or to elect to convert or continue, any LIBOR Borrowing if the Interest Period requested with respect thereto would end after the Maturity
            Date.

        SECTION 2.03.          Requests


              for Borrowings. To request a Borrowing, the applicable Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a LIBOR Borrowing denominated in US Dollars, not later than 11:00 a.m., New York City
            time, three (3) Business Days before the date of the proposed Borrowing (or, in the case of any LIBOR Borrowing denominated in US Dollars to be made on the Closing Date, such shorter period of time as may be agreed to by the Administrative
            Agent), (b) in the case of a LIBOR Borrowing denominated in an Alternative Currency, not later than 11:00 a.m., New York City time, four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) before the date of
            the proposed Borrowing, or (c) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing; provided, that, if such Borrower wishes to request LIBOR Loans having an
            Interest Period other than 1, 2, 3 or 6 months in duration as provided in the definition of “Interest Period” (other than in the case of the Non-Standard Interest Period), the applicable notice must be received by the Administrative
          Agent not later than 11:00 a.m., New York City time, (w) four (4) Business Days prior to the requested date of such LIBOR Borrowing denominated in US Dollars, or (x) five (5) Business Days (or six (6) Business Days in the case of a Special Notice
          Currency) prior to the requested date of such LIBOR Borrowing denominated in an 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 and, not later than 11:00 a.m., New York City time, (y) three (3) Business Days before the requested date of such LIBOR Borrowing 

        
          45

          
            


        

        denominated in US Dollars, or (z) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of such LIBOR
          Borrowing denominated in an Alternative Currency, the Administrative Agent shall notify such Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders.  Each such telephonic
          request shall be irrevocable and shall be confirmed promptly by hand delivery or fax to the Administrative Agent of a written Borrowing Request. Each such telephonic request and written Borrowing Request shall specify the following information in
          compliance with Section 2.02: 

        (i)          the applicable Borrower requesting such Borrowing;

        (ii)          the aggregate amount of the requested Borrowing and the currency of such Borrowing (which shall be US Dollars or an Alternative Currency);

        (iii)          the date of such Borrowing, which shall be a Business Day;

        (iv)          in the case of a requested Borrowing denominated in US Dollars, whether such Borrowing is to be an ABR Borrowing or a LIBOR Borrowing;

        (v)          in the case of a LIBOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

        (vi)          the location and number of the applicable Borrower’s account to which funds are to be disbursed.

        If no currency is specified with respect to any requested LIBOR Borrowing, then the applicable Borrower shall be deemed to have
          selected US Dollars.  If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be (A) in the case of a Borrowing denominated in US Dollars, an ABR Borrowing, and (B) in the case of a Borrowing denominated in an
          Alternative Currency, a LIBOR Borrowing. If no Interest Period is specified with respect to any requested LIBOR Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.  Promptly
          following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

        SECTION 2.04.          Funding


              of Borrowings.

        (a)          Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in the applicable currency (a) in the case of any Loan denominated in US Dollars, by 1:00 p.m., New
            York City time and (b) in the case of any Loan denominated in an Alternative Currency, by the Local Time specified by the Administrative Agent, to the account of the Administrative Agent most recently designated by it for such purpose by
          notice to the Lenders. The Administrative Agent will make such Loans available to the applicable Borrower by promptly remitting the amounts so received, in like funds, to such account as shall be designated in the applicable Borrowing Request. 

        (b)          Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the
            Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the applicable Borrower a 

        
          46

          
            


        

        corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the
          applicable Lender and such Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to such Borrower to
          but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of (A) the Federal Funds Effective Rate, in the case of Loans denominated in US Dollars, and the rate reasonably
          determined by the Administrative Agent to be the cost to it of funding such amount, in the case of Loans denominated in an Alternative Currency, and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on
          interbank compensation or (ii) in the case of a payment to be made by such Borrower, the interest rate applicable to such Loans.

        SECTION 2.05.          Interest


              Elections.

        (a)          Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBOR Borrowing, shall have an initial Interest Period as specified in such Borrowing Request or as otherwise provided in
            Section 2.03. Thereafter, the applicable Borrower may elect to convert such Borrowing to a different Type (provided, that, a Borrowing denominated in an Alternative Currency may not be converted into an ABR Borrowing) or
            to continue such Borrowing and, in the case of a LIBOR Borrowing, may elect Interest Periods therefor, all as provided in this Section. A Borrower may elect different options with respect to different portions of the affected Borrowing, in
            which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

        (b)          To make an election pursuant to this Section, the applicable Borrower shall notify the Administrative Agent of such election by telephone by the time and date that a Borrowing Request would be required under Section 2.03 if such
            Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election.  Each such telephonic notice shall be irrevocable and shall be confirmed promptly by hand delivery or fax to the
            Administrative Agent of an executed written Interest Election Request signed by the applicable Borrower.  Notwithstanding any other provision of this Section, no Borrower shall be permitted to (i) change the currency of any Borrowing or (ii)
            elect an Interest Period for LIBOR Loans that does not comply with Section 2.02(d).

        (c)          Each telephonic notice referred to in the preceding paragraph (b) and each written Interest Election Request shall specify the following information in compliance with Section 2.02 and paragraph (e) of this
            Section:

        (i)          the Borrowing to which such notice and Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in
          which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); 

        (ii)          the effective date of the election made pursuant to such notice and Interest Election Request, which shall be a Business Day;

        (iii)          whether the resulting Borrowing is to be an ABR Borrowing or a LIBOR Borrowing; and

        
          47

          
            


        

        (iv)          if the resulting Borrowing is to be a LIBOR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

        If any such notice and Interest Election Request requests a LIBOR Borrowing but does not specify an Interest
          Period, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.  Notwithstanding any other provision of this Agreement, a Borrower may elect a Non-Standard Interest Period on only a single
          occasion, and only for the purpose of causing the subsequent Interest Periods under this Agreement to end on the same dates as each “Interest Period” under and as defined in the Existing Credit Agreements.  Each Lender waives any “breakage” costs
          that it would otherwise be entitled to pursuant to Section 2.15 of any of the Existing Credit Agreements in connection with the repayment of the Existing Credit Agreements on the Closing Date.

        (d)          Promptly following receipt of an Interest Election Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

        (e)          If the applicable Borrower fails to deliver a timely Interest Election Request with respect to a LIBOR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at
            the end of such Interest Period such Borrowing shall (i) in the case of a Borrowing denominated in US Dollars, be converted to an ABR Borrowing and (ii) in the case of a Borrowing denominated in an Alternative Currency, become due and payable
            on the last day of such Interest Period. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Company (provided,
            that, no such notice shall be required in the case of any Event of Default under clause (h) or (i) of Article VII with respect to any Borrower), then, so long as an Event of Default is continuing (A) no
            outstanding Borrowing denominated in US Dollars may be converted to or continued as a LIBOR Borrowing and (B) unless repaid, (1) each LIBOR Borrowing denominated in US Dollars shall, at the end of the Interest Period applicable thereto, be
            converted to an ABR Borrowing and (2) each LIBOR Borrowing denominated in an Alternative Currency shall, at the end of the Interest Period applicable thereto, be continued as a LIBOR Borrowing with an Interest Period of one month.

        (f)          To the extent that any calculation of interest required to be paid under this Agreement shall be based on (or result in) a calculation that is less than zero, such calculation shall be deemed zero for purposes of this Agreement.

        SECTION 2.06.          Termination


              or Reduction of Commitments.

        (a)          Unless previously terminated, the aggregate Commitments shall terminate on the Maturity Date.

        (b)          The Company may at any time terminate, or from time to time reduce, the aggregate Commitments; provided, that, (i) each reduction of the aggregate Commitments shall be in an amount that is an integral multiple of the
            Borrowing Multiple and not less than the Borrowing Minimum and (ii) the Company shall not terminate or reduce the aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10,
            the aggregate Revolving Exposures would exceed the aggregate Commitments.

        
          48

          
            


        

        (c)          The Company shall notify the Administrative Agent of any election to terminate or reduce the aggregate Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such
            termination or reduction (or such shorter period of time acceptable to the Administrative Agent in its sole discretion), specifying such election and the effective date thereof.  Promptly following receipt of such a notice, the Administrative
            Agent shall advise the Lenders of the contents thereof.  Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided, that, a notice of termination or reduction of the aggregate Commitments
            delivered by the Company may state that such notice is conditioned upon the occurrence of subsequent events (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Company (by notice to the
            Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.  Any termination or reduction of the aggregate Commitments shall be permanent.  Each reduction of the aggregate Commitments shall be made
            ratably among the Lenders in accordance with their respective Commitment.

        SECTION 2.07.          Increase


              of Commitments; Extension of Maturity Date.

        (a)          The Company may on one or more occasions, by written notice to the Administrative Agent, executed by the Company and one or more financial institutions (any such financial institution referred to in this Section being called an “Increasing

              Lender”), which may include any Lender, cause new Commitments to be extended by the Increasing Lenders or cause the existing Commitments of the Increasing Lenders to be increased, as the case may be (any such extension or increase, a “Commitment

              Increase”), in an amount for each Increasing Lender set forth in such notice; provided, that, (i) the aggregate amount of all Commitment Increases effected pursuant to this paragraph shall not exceed US$100,000,000, (ii)
            each Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Company (in each case, which approval shall not be unreasonably withheld or delayed) and (iii) each Increasing
            Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the
            Company (an “Accession Agreement”). New Commitments and increases in existing Commitments shall, subject to the terms and conditions of this Section, become effective on the date specified in the applicable notice delivered pursuant to
            this paragraph.  Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and
            privileges accorded a Lender hereunder, and subject to all obligations of a Lender hereunder. For the avoidance of doubt, upon the effectiveness of any Commitment Increase, the Applicable Percentages of all the Lenders shall automatically be
            adjusted to give effect thereto.

        (b)          On the effective date of any Commitment Increase pursuant to this Section (the “Increase Effective Date”), (i) the
          aggregate principal amount of the Loans outstanding (the “Initial Loans”) immediately prior to giving effect to such Commitment Increase on the Increase Effective Date shall be deemed to be repaid, (ii) after the effectiveness of the
          Commitment Increase, the applicable Borrower shall be deemed to have requested new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans, in the same currency
          as the Initial Loans, and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (but without regard for the requirement that such Borrowings comply
          with the Borrowing Minimum and Borrowing Multiple), (iii) each Lender shall pay to the Administrative Agent in same day funds (in the applicable currencies) an amount equal to the difference, if positive, between (A) such Lender’s Applicable
          Percentage of the aggregate Commitments (calculated after giving effect to the Commitment Increase) of each Subsequent Borrowing and (B) such Lender’s Applicable 

        
          49

          
            


        

        Percentage of the aggregate Commitments (calculated without giving effect to the Commitment Increase) of each Borrowing comprised of Initial Loans, (iv)
          after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds (in the applicable currencies) that is equal to the difference, if positive,
          between (A) such Lender’s Applicable Percentage of the aggregate Commitments (calculated without giving effect to the Commitment Increase) of each Borrowing comprised of Initial Loans and (B) such Lender’s Applicable Percentage of the aggregate
          Commitments (calculated after giving effect to the Commitment Increase) of the amount of each Subsequent Borrowing, (v) each Increasing Lender and each other Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing
          (calculated after giving effect to the Commitment Increase) and (vi) the Company shall pay to each Lender any and all accrued but unpaid interest on the Initial Loans.  The deemed payments made pursuant to clause (i) above in respect of
          each LIBOR Loan shall be subject to indemnification by the Company pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs
          result.

        (c)          Notwithstanding the foregoing, no increase in the aggregate Commitments (or in the Commitment of any Lender) shall become effective under this Section unless, on the applicable Increase Effective Date, (i) the conditions set forth in Sections

              4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent
            shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, and (ii) the Administrative Agent shall have received an opinion of counsel for the Company (which may be internal counsel) as
            to the power and authority of each Borrower to borrow and perform its obligations hereunder after giving effect to such increase.

        (d)          The Company may, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than thirty (30) days and not more than one hundred twenty (120) days prior to any anniversary of the
            Closing Date (each, an “Effectiveness Anniversary”), request that the Lenders extend the Maturity Date and the aggregate Commitments for an additional period of one year.  The Company may deliver such a notice to the Administrative Agent
            no more than twice during the Availability Period.  Each Lender shall, by notice to the Company and the Administrative Agent given not later than the twentieth (20th)
            day after the date of the Administrative Agent’s receipt of the Company’s extension request, advise the Administrative Agent and the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension
            being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”).  Any Lender that has not so advised the Company and the Administrative Agent by such day shall be
            deemed to have declined to agree to such extension and shall be a Declining Lender.  If Lenders constituting the Required Lenders shall have agreed to an extension request, then the Maturity Date shall, as to the Consenting Lenders, be
          extended to the first anniversary of the Maturity Date theretofore in effect.  The decision to agree or withhold agreement to any Maturity Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall
          terminate on the Maturity Date in effect as to such Lender prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”).  The principal amount of any outstanding Loans made by Declining
          Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the applicable Existing Maturity Date, and on such Existing
          Maturity Date the Company shall also make such other prepayments of Loans as shall be required in order that, after giving effect to the termination of the Commitments of, and all payments to, Declining Lenders pursuant to this sentence, (i) the
          total Revolving Exposures shall not exceed the aggregate Commitments 

        
          50

          
            


        

        then in effect and (ii) the amount of the total Alternative Currency Exposures shall not exceed the Alternative Currency Sublimit then in effect.
          Notwithstanding the foregoing provisions of this paragraph, the Company shall have the right, pursuant to and in accordance with Section 2.18(b), at any time prior to any Existing Maturity Date, to replace a Declining Lender with a Lender
          or other financial institution that is an Eligible Assignee that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender.  Notwithstanding the
          foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be
          satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) on and as of the Effectiveness Anniversary next following the Company’s delivery of the applicable request for extension of the
          Maturity Date and the Administrative Agent shall have received a certificate to that effect dated such Effectiveness Anniversary and executed by a Financial Officer of the Company, and (B) the Administrative Agent shall have received an opinion
          of counsel for the Company (which may be internal counsel) as to the power and authority of each Borrower to borrow and perform its obligations hereunder after giving effect to such extension. 

        SECTION 2.08.          Repayment


              of Loans; Evidence of Debt.

        (a)          Each Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan made by such Lender to such Borrower on the Maturity Date.

        (b)          Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and
            interest payable and paid to such Lender from time to time hereunder.

        (c)          The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and, if applicable, the Interest Period applicable thereto, (ii) the amount of any principal or
            interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

        (d)          The entries made in the accounts maintained pursuant to paragraphs (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded

        therein; provided, that, the failure of any Lender or the Administrative Agent to maintain such accounts or any
          error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans or pay any other amounts due hereunder in accordance with the terms of this Agreement.

        (e)          Any Lender may request that the Loans made by it be evidenced by a promissory note.  In such event, the applicable Borrower shall prepare, execute and deliver to such Lender such a promissory note payable to such Lender (or, if
            requested by such Lender, to such Lender and its registered assigns) and in substantially the form attached hereto as Exhibit C. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including
            after assignment pursuant to Section 10.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

        SECTION 2.09.          [Reserved].

        
          51

          
            


        

        SECTION 2.10.          Prepayment


              of Loans.

        (a)          Each Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to the requirements of this Section.

        (b)          If the total Revolving Exposures shall at any time exceed the aggregate Commitments, then the Borrowers shall immediately prepay Loans in an amount equal to the amount necessary to eliminate such excess (after giving effect to any other
            prepayment of Loans on such day).  If, on any date, the total Revolving Exposures denominated in Alternative Currencies shall exceed an amount equal to 102% of the Alternative Currency Sublimit, then the Borrowers shall, not later than the
            third Business Day following the date notice of such excess is received from the Administrative Agent, prepay one or more Borrowings in an aggregate principal amount sufficient to eliminate such excess.

        (c)          Prior to any optional prepayment of Borrowings hereunder, the applicable Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (d)
            of this Section.

        (d)          The applicable Borrower shall notify the Administrative Agent by telephone (confirmed by hand delivery or fax or any other form approved by the Administrative Agent and such Borrower, including any form on an electronic platform or
            electronic transmission system as shall be approved by the Administrative Agent) of any optional prepayment hereunder (i) in the case of a LIBOR Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Days before the date
            of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of prepayment, or, in each case, such shorter period of time as is acceptable to the Administrative Agent in its
            sole discretion.  Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided, that, if a notice of optional prepayment is
            given in connection with a conditional notice of termination or reduction of the aggregate Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination or reduction is revoked
            in accordance with Section 2.06.  Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof.  Each partial prepayment of any Borrowing shall be in an amount that would be
            permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be
          accompanied by accrued interest to the extent required by Section 2.12. 

        SECTION 2.11.          Fees.

        (a)          The Company agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate set forth under the caption “Commitment Fee Rate” in the definition of such term on the
            daily unused amount of the Commitment of such Lender during the period from and including the Closing Date to but excluding the Maturity Date.  Accrued commitment fees shall be payable in arrears on the last day of March, June, September and
            December of each year, commencing September 30, 2018 (or, if any such day shall not be a Business Day, on the first Business Day thereafter), on any date prior to the Maturity Date on which the aggregate Commitments shall have terminated, and
            on the Maturity Date. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

        
          52

          
            


        

        (b)          The Company agrees to pay to the Administrative Agent, for the account of each Lender, on the Closing Date, an upfront fee in the amount separately agreed upon between the Company and the Arrangers.

        (c)          The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent.

        (d)          All fees payable hereunder shall be paid in US Dollars on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of commitment fees or the upfront fees, to the Lenders. Fees paid shall
            not be refundable under any circumstances.

        (e)          To the extent that any calculation of any fee required to be paid under this Agreement shall be based on (or result in) a calculation that is less than zero, such calculation shall be deemed zero for purposes of this Agreement.

        SECTION 2.12.          Interest.

        (a)          The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate set forth under the caption “ABR Spread” in the definition of such term.

        (b)          The Loans comprising each LIBOR Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate set forth under the caption “LIBO Rate Spread” in the
            definition of such term.

        (c)          [Reserved].

        (d)          Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by any Borrower hereunder shall not be paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue
            amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% per annum plus the rate otherwise applicable to such Loan as provided in the
          preceding paragraphs of this Section or (ii) in the case of any other amount, 2.00% per annum plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section. 

        (e)          Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon the termination of the aggregate Commitments; provided, that, (i) interest accrued pursuant to paragraph
              (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and
            (iii) in the event of any conversion of any LIBOR Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. All interest shall be payable in the
            currency in which the applicable Loan is denominated.

        (f)          All interest hereunder shall be computed on the basis of a year of 360 days, except that (i) in the case of interest in respect of LIBOR Loans denominated in an Alternative Currency as to which market practice differs from the foregoing
            day count convention, interest with respect to such LIBOR Loans shall be computed in accordance with such market practice, and (ii) interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based 

        
          53

          
            


        

        on Bank of America’s “prime rate” shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for
          the actual number of days elapsed (including the first day but excluding the last day).  The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent
          manifest error.

        (g)          To the extent that any calculation of interest or any fee required to be paid under this Agreement shall be based on (or result in) a calculation that is less than zero, such calculation shall be deemed zero for purposes of this
            Agreement.

        SECTION 2.13.          Alternate


              Rate of Interest; Illegality.

        (a)          If prior to the commencement of any Interest Period for a LIBOR Borrowing denominated in any currency:

        (i)          the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

        (ii)          the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining the Loans included in such
            Borrowing for such Interest Period;

        then the Administrative Agent shall give notice (which may be telephonic) thereof to the applicable Borrower
          and the Lenders as promptly as practicable and, until the Administrative Agent notifies the applicable Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Interest Election Request that requests the
          conversion of any Borrowing to, or continuation of any Borrowing as, a LIBOR Borrowing in such currency shall be ineffective, and, unless repaid, such Borrowing shall be converted to, or continued as, on the last day of the Interest Period
          applicable thereto (1) if such Borrowing is denominated in US Dollars, an ABR Borrowing, or (2) if such Borrowing is denominated in any Alternative Currency, a Borrowing bearing interest at an alternative rate of interest determined by the
          Administrative Agent in consultation with the Company and the Lenders, (B) if any Borrowing Request requests a LIBOR Borrowing in such currency, such Borrowing shall be made (1) if such Borrowing is denominated in US Dollars, as an ABR Borrowing,
          or (2) if such Borrowing is denominated in any Alternative Currency, as a Borrowing bearing interest at an alternative rate of interest determined by the Administrative Agent in consultation with the Company and the Lenders, and (C) the
          utilization of the Adjusted LIBO Rate component in determining the Alternate Base Rate shall be suspended. 

        (b)          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 perform any of its obligations hereunder or to make,
            maintain or fund or charge interest with respect to any Loan or to determine or charge interest rates based upon the Adjusted LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase
            or sell, or to take deposits of, US Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the applicable Borrower through the Administrative Agent, (i) any obligation of such Lender to
            issue, make, maintain, fund or charge interest with respect to any such Loan in the affected currency or currencies, to continue LIBOR Loans in the affected currency or currencies, or, in the case of LIBOR Loans denominated in US Dollars, to
            convert ABR Loans to LIBOR Loans shall be suspended, and (ii) if such notice 

        
          54

          
            


        

        asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the Adjusted LIBO Rate
          component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the
          Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and such Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, (A) the applicable Borrower shall,
          upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBOR Loans of such Lender that are denominated in US Dollars to ABR Loans (the interest rate on which ABR Loans of such Lender shall,
          if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may
          lawfully continue to maintain such LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans and (B) if such notice asserts the illegality of such Lender determining or charging interest rates
          based upon the Adjusted LIBO Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component thereof until the
          Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate.  Upon any such prepayment or conversion, the applicable Borrower shall
          also pay accrued interest on the amount so prepaid or converted.

        If, in connection with any Borrowing Subsidiary organized under the laws
          of a jurisdiction other than the United States, a state thereof or the District of Columbia, the Administrative Agent or any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful,
          for the Administrative Agent or any Lender to (1) perform any of its obligations hereunder or under any other Loan Document with respect to such Borrowing Subsidiary, (2) fund or maintain its participation in any Loan to such Borrowing Subsidiary
          or (3) issue, make, maintain, fund or charge interest or fees with respect to any Loan to such Borrowing Subsidiary, such Person shall promptly notify the Administrative Agent.  Thereafter, upon the Administrative Agent notifying the Company, and
          until such notice by such Person is revoked, any obligation of such Person to issue, make, maintain, fund or charge interest or fees with respect to any such Loan shall be suspended, and to the extent required by applicable law, cancelled.  Upon
          receipt of such notice, the Borrowers shall (x) repay that Person’s participation in the Loans or other applicable Obligations on the last day of the Interest Period for each Loan or other Obligation occurring after the Administrative Agent has
          notified the Company or, if earlier, the date specified by such Person in the notice delivered to the Administrative Agent (being no earlier than the last day of any applicable grace period permitted by applicable law), and (y) take all
          reasonable actions requested by such Person to mitigate or avoid such illegality. 

        SECTION 2.14.          Increased


              Costs.

        (a)          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 by, any Lender (except any such reserve
            requirement reflected in the Adjusted LIBO Rate);

        (ii)          impose on any Lender or any applicable interbank market any other condition (other than with respect to Taxes) affecting this Agreement or LIBOR Loans made by any Lender; or

        
          55

          
            


        

        (iii)          subject any Lender 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;

        and the result of any of the foregoing shall be to increase the cost to such Lender of making, continuing,
          converting into or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then, upon request
          of such Lender, the applicable Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

        (b)          If any Lender reasonably determines that any Change in Law regarding capital or liquidity requirements has had or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding
            company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such
            Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the applicable Borrower will pay to such Lender such additional amount or amounts as will compensate
            such Lender or such Lender’s holding company for any such reduction suffered.

        (c)          Each Lender shall determine the amount or amounts necessary to compensate such Lender or such Lender’s holding company, as the case may be, as specified in paragraph (a) or (b) of this Section using the methods
            customarily used by it for such purpose (and if such Lender uses more than one such method, the method used hereunder shall be that which most accurately determines such amount or amounts). A certificate of a Lender setting forth the amount or
            amounts necessary to compensate such Lender or such Lender’s holding company, as the case may be, as specified in paragraph (a) or (b) of this Section, and an explanation in reasonable detail of the method by which such
          amount shall have been determined, shall be delivered to the applicable Borrower and shall be conclusive absent manifest error. Such Borrower shall pay such Lender the amount shown as due on any such certificate within fifteen (15) Business Days
          after receipt thereof. Notwithstanding the foregoing, no Lender shall be entitled to seek compensation for additional amounts or costs pursuant to this Section unless it is the general policy of such Lender at such time to seek compensation under
          similar circumstances from other similarly situated borrowers with credit agreements containing yield protection provisions that provide for such compensation. 

        (d)          Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that, the applicable Borrower shall
            not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than one hundred eighty (180) days prior to the date that such Lender notifies the applicable Borrower of the Change in Law
            giving rise to such increased costs or reductions and delivers a certificate with respect thereto as provided in paragraph (c) above; provided, further, that, if the Change in Law giving rise to such increased
            costs or reductions is retroactive, then the one hundred eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof.

        SECTION 2.15.          Break


              Funding Payments. In the event of (a) the payment of any principal of any LIBOR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or an optional prepayment of Loans),
            (b) the conversion of any LIBOR Loan to a Loan of a different Type or Interest Period other than on the last day of the Interest Period applicable thereto, (c) 

        
          56

          
            


        

        the failure to borrow, convert, continue or prepay any LIBOR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is revoked
          under Section 2.06(c)) or (d) the assignment or deemed assignment of any LIBOR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Company pursuant to Section 2.18, the
          applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event.  Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i)
          the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day
          of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such
          principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the applicable currency of a comparable amount and period from other banks in the London
          interbank market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section, and setting forth in reasonable detail the calculations used by such Lender to determine such
          amount or amounts, shall be delivered to the applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender the amount shown as due on any such certificate within thirty (30) days after receipt
          thereof.

        SECTION 2.16.          Taxes.

        (a)          Any and all payments by or on account of any Loan Party in respect of any Obligation hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable law. 
            If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction of any Tax from any such payment, then the withholding agent shall make such deduction and timely pay the full amount
            deducted to the relevant Governmental Authority in accordance with applicable law. If any applicable withholding agent shall be required to deduct any Indemnified Taxes from such payments, then the sum payable by the applicable Loan
          Party shall be increased as necessary so that after making all required deductions for Indemnified Taxes (including deductions applicable to additional sums payable under this Section) the Administrative Agent or the applicable Lender, as the
          case may be, receives an amount equal to the sum it would have received had no such deductions for Indemnified Taxes been made. 

        (b)          In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

        (c)          The Borrowers shall indemnify the Administrative Agent and each Lender, within fifteen (15) Business Days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Administrative Agent or such Lender, as
            the case may be, on or with respect to any payment by or on account of any obligation of any Loan Party hereunder or under any other Loan Document (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this
            Section) 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 setting forth in reasonable detail the circumstances giving rise thereto and the calculations used by such Lender to determine the amount thereof delivered to the Company by a Lender, or by the
            Administrative Agent, on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

        
          57

          
            


        

        (d)          As soon as practicable after any payment of Indemnified Taxes by any Loan Party to a Governmental Authority, such Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such
            Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

        (e)          Each Lender shall severally indemnify the Administrative Agent for (i) any Taxes (but, in the case of any Indemnified Taxes, only to the extent that the Loan Parties have not already indemnified the Administrative Agent for such
            Indemnified Taxes and without limiting the obligation of the Loan Parties to do so) attributable to such Lender and (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.04(g) relating to the
            maintenance of a Participant Register, in each case that are paid or payable by the Administrative Agent in connection with any Loan Document and any penalties, interest and 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. The indemnity under this paragraph shall be paid within fifteen (15) Business Days after the Administrative Agent delivers to the applicable
            Lender a certificate stating the amount of Taxes so paid or payable by the Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error.

        (f)          (i)          Any



            Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Company and the Administrative Agent, at the time or times reasonably requested by the
            Company or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Company or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of
            withholding. In addition, any Lender, if reasonably requested by the Company or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Company or the Administrative Agent as
            will enable the Company 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 Sections 2.16(f)(ii)(A), (ii)(B) and (ii)(D)) 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,

        (A)          any Lender that is a US Person shall deliver to the Company and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of
            the Company 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 the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign
            Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), whichever of the following is applicable:

        
          58

          
            


        

        (1)          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 or 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 or 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;

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

        (3)          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 D-1 to the effect that such Foreign Lender is
            not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Company 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 “US Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN or W-8BEN-E; or

        (4)          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 or W-8BEN-E, a US Tax Compliance Certificate substantially in the form of Exhibit D-2
            or Exhibit D-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 US Tax Compliance Certificate substantially in the form of Exhibit D-4 on behalf of each such direct and indirect partner; 

        (C)          any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign
            Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Company or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming
            exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Company 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 the Company and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company 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 

        
          59

          
            


        

        requested by the Company or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations
          under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any
          amendments made to FATCA after the Closing Date.

        Each Lender agrees that if any form or certification it previously delivered expires or
          becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Company and the Administrative Agent in writing of its legal inability to do so.

        (g)          Each party’s obligations under this Section shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment,
            satisfaction or discharge of all obligations under any Loan Document.

        (h)          If any party 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 pursuant to this Section (including by the payment of additional amounts pursuant to
            this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
            (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund).  Such indemnifying party, upon the request of such indemnified party,
          shall repay to such indemnified party the amount paid over pursuant to this paragraph (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay
          such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this paragraph, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph the payment of which
          would place the indemnified party in a less favorable net after-Tax position than the indemnified party 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 paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to
          its Taxes that it deems confidential) to the indemnifying party or any other Person. 

        SECTION 2.17.          Payments


              Generally; Pro Rata Treatment; Sharing of Set-offs.

        (a)          Each Borrower and each other Loan Party shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest or fees, or of amounts payable under Section 2.14, 2.15
            or 2.16, or otherwise) at or prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, at or prior to 2:00 p.m., New York City time (or, in the case of
            any payment with respect to the principal and interest on Loans denominated in an Alternative Currency, not later than the Local Time specified by the Administrative Agent)), on the date when due, in immediately available funds, without any
            defense, set–off, recoupment, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative 

        
          60

          
            


        

        Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to
          the Administrative Agent to the applicable account specified by it for the account of the Lenders or, in any such case, to such other account as the Administrative Agent shall from time to time specify in a notice delivered to the Company; provided,
          that, payments pursuant to Sections 2.14, 2.15, 2.16 and 10.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified
          therein (it being agreed that the Borrowers and each other Loan Party will be deemed to have satisfied their obligations with respect to payments referred to in this proviso if they shall make such payments to the persons entitled thereto in
          accordance with instructions provided by the Administrative Agent; the Administrative Agent agrees to provide such instructions upon request, and no Borrower nor any other Loan Party will be deemed to have failed to make such a payment if it
          shall transfer such payment to an improper account or address as a result of the failure of the Administrative Agent to provide proper instructions). The Administrative Agent shall distribute any such payments received by it for the account of
          any Lender or other Person promptly, in accordance with customary banking practices, following receipt thereof at the appropriate lending office or other address specified by such Lender or other Person.  Except as otherwise provided in this
          Agreement, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable
          for the period of such extension. All payments hereunder, including of principal or interest in respect of any Loan, shall, except as otherwise expressly provided herein, be made in the currency of such Loan; all other payments hereunder and
          under each other Loan Document shall be made in US Dollars. Any payment required to be made by the Administrative Agent hereunder shall be deemed to have been made by the time required if the Administrative Agent shall, at or before such time,
          have taken the necessary steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent to make such payment. 

        (b)          If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of
            the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of the other
            Lenders to the extent necessary so that the amount of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amounts of principal of and accrued interest on their respective Loans; provided, that,
            (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and
            (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as in effect from time to time) or any
            payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Company or any Subsidiary or Affiliate thereof (as to which the provisions of
            this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against
            such Borrower rights of set–off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation. Any purchaser of a participation under this paragraph
            shall have the benefit of Sections 2.14, 2.15 and 2.16 with respect to the participation purchased, but shall not be deemed by virtue of such purchase to have extended any Commitment that it had not extended prior to
            such purchase.

        
          61

          
            


        

        (c)          Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that such Borrower will not make such payment,
            the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if such Borrower has not in
            fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender 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 (i) the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
            compensation (in the case of an amount denominated in US Dollars) and (ii) the rate reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (in the case of an amount denominated in
            any Alternative Currency).

        (d)          If any Lender shall fail to make any payment required to be made by it hereunder to or for the account of the Administrative Agent, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof),
            (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations in respect of such payment until all such unsatisfied obligations have been discharged or (ii) hold any
            such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender pursuant to this Agreement (including pursuant to Sections 2.04(b), 2.17(c) and 10.03(c)), in
            each case in such order as shall be determined by the Administrative Agent in its discretion.

        SECTION 2.18.          Mitigation


              Obligations; Replacement of Lenders.

        (a)          If any Lender requests compensation under Section 2.14, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then
            such Lender shall consult with the Company regarding any actions that could be taken to reduce amounts payable under such Sections and the costs of taking such actions and shall, at the request of the Company following such consultations, 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, such
            designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or Section 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and
            would not otherwise be disadvantageous to such Lender. The Company hereby agrees to pay all reasonable, direct, out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.

        (b)          If (i) any Lender requests compensation under Section 2.14, (ii) any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16,
            (iii) any Lender becomes a Defaulting Lender, (iv) any Lender delivers a Notice of Objection pursuant to Section 2.19, (v) any Lender is a Declining Lender or (vi) any Lender is a Non-Consenting Lender, then the Company may, at its sole
            expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 10.04), all its
            interests, rights and obligations under the 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 Company shall have
            received the prior written consent of the 

        
          62

          
            


        

        Administrative Agent, which consent shall not be unreasonably withheld, (B) such Lender shall have received payment of an amount equal to the outstanding
          principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal, funded participations and accrued interest and fees) or the Company (in
          the case of all other amounts), (C) in the case of any such assignment and delegation resulting from the delivery of a Notice of Objection under Section 2.19, it shall not be unlawful under Federal or applicable state or foreign law for
          the assignee to make Loans or otherwise extend credit to or do business with the Subsidiary in respect of which such Notice of Objection was delivered, (D) in the case of any such assignment and delegation resulting from a claim for compensation
          under Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment will result (or is reasonably expected to result) in a reduction in such compensation or payments, (E) in the case of any such assignment
          and delegation resulting from the status of such Lender as a Declining Lender, the assignee shall have agreed to the applicable request for the extension of the Maturity Date and (F) in the case of any such assignment and delegation resulting
          from the status of such Lender as a Non-Consenting Lender, such assignment, together with any assignments by other Non-Consenting Lenders, will enable the applicable Borrower to obtain sufficient consents to cause the applicable amendment,
          modification or waiver to become effective. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Company to require such
          assignment and delegation cease to apply. Each party hereto agrees that an assignment and delegation required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Company, the Administrative Agent
          and the assignee and that the Lender required to make such assignment and delegation need not be a party thereto.

        SECTION 2.19.          Borrowing


              Subsidiaries. The Company may at any time and from time to time designate any Subsidiary as a Borrowing Subsidiary by delivery to the Administrative Agent of a Borrowing Subsidiary Agreement executed by such Subsidiary and the Company; provided,
            that, no Subsidiary may be designated as a Borrowing Subsidiary or borrow hereunder if it shall be unlawful for such Subsidiary so to borrow or for any Lender to lend to such Subsidiary. As soon as practicable upon receipt thereof, the
            Administrative Agent will post a copy of such Borrowing Subsidiary Agreement to the Lenders. Each Borrowing Subsidiary Agreement shall become effective on the date five (5) Business Days after it has been posted by the Administrative Agent to
            the Lenders (subject to the receipt by any Lender of any information reasonably requested by it after the posting date of such Borrowing Subsidiary Agreement under the Patriot Act, other “know-your-customer” laws or the Beneficial Ownership
            Regulation), unless prior thereto the Administrative Agent shall have received written notice from any Lender (a) that it is unlawful under Federal or applicable state or foreign law for such Lender to make Loans or otherwise extend credit to
            or do business with such Subsidiary as provided herein or (b) that such Lender is restricted by operational or administrative procedures or other applicable internal policies from extending credit under this Agreement to Persons in the
            jurisdiction in which such Subsidiary is located (a “Notice of Objection”), in which case such Borrowing Subsidiary Agreement shall not become effective until such time as such Lender withdraws such Notice of Objection or ceases to be a
            Lender hereunder pursuant to Section 2.18(b).  Upon the effectiveness of a Borrowing Subsidiary Agreement as provided in the preceding sentence, the applicable Subsidiary shall for all purposes of this Agreement be a Borrowing
            Subsidiary and a party to this Agreement until the Company shall have executed and delivered to the Administrative Agent a Borrowing Subsidiary Termination with respect to such Subsidiary, whereupon such Subsidiary shall cease to be a Borrowing
            Subsidiary and a party to this Agreement. Notwithstanding the preceding sentence, no Borrowing Subsidiary Termination will become effective as to any Borrowing Subsidiary at a time when any principal of or interest on any Loan to such Borrowing
            Subsidiary shall be outstanding hereunder; provided, that, such Borrowing Subsidiary Termination shall be effective to terminate the right of such Borrowing Subsidiary to make further Borrowings under this Agreement.

        
          63

          
            


        

        SECTION 2.20.          Defaulting


              Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

        (a)          commitment fees shall cease to accrue on the unused amount of the Commitment of such Defaulting Lender pursuant to Section 2.11;

        (b)          the Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan
            Document (including any consent to any amendment, waiver or other modification pursuant to Section 10.02); provided, that, any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders
            affected thereby shall, except as otherwise provided in Section 10.02, require the consent of such Defaulting Lender in accordance with the terms hereof; and

        (c)          any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or
            received by the Administrative Agent from a Defaulting Lender shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to
            the Administrative Agent hereunder; second, as the Company may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion
          thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Company, to be held in a deposit account and released pro rata in order to satisfy such
          Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by
          any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the
          Borrowers as a result of any judgment of a court of competent jurisdiction obtained by any Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such
          Defaulting Lender or as otherwise as may be required under the Loan Documents or directed by a court of competent jurisdiction; provided, that, (i) such payment is a payment of the principal amount of any Loans in respect of which
          such Defaulting Lender has not fully funded its appropriate share, and (ii) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of
          all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the Commitments hereunder.  Any payments,
          prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.20(c) shall be deemed paid to and redirected by such Defaulting Lender,
          and each Lender irrevocably consents hereto. 

        In the event that the Administrative Agent and the Company shall agree that a Defaulting Lender has
          adequately remedied all matters that caused such Lender to be a Defaulting Lender, then on such date such Lender shall fund its Loans to each Borrower or purchase at par Revolving Exposures of the other Lenders, in each case as the Administrative
          Agent shall determine may be necessary in order for such Lender to hold such Revolving Exposures ratably in accordance with its applicable Commitment. Such Lender shall cease to be a Defaulting Lender upon remedying all matters to the
          satisfaction of the Administrative Agent and the Company that caused such Lender to be a Defaulting Lender, including the 

        
          64

          
            


        

        funding of any Revolving Exposure necessary in order for such Lender to hold such Revolving Exposures ratably in accordance with its applicable Commitment.

        SECTION 2.21.          Successor


              LIBOR. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Company or Required Lenders
            notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Company) that the Company or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining the
            London interbank offered rate for any requested Interest Period, including because the Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) the administrator of the Screen Rate
            or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the London interbank offered rate or the Screen Rate shall no longer be made available, or used
            for determining the interest rate of loans (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 2.21, are
            being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the London interbank offered rate; 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 the Company may amend this Agreement to replace the London interbank offered rate 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 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 City time, on the fifth Business Day after the Administrative Agent shall have posted such
          proposed amendment to all Lenders and the Company 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. 

        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 the Company and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Loans shall be suspended (to the
          extent of the affected LIBOR Loans or Interest Periods), and (y) the Adjusted LIBO Rate component shall no longer be utilized in determining the Alternate Base Rate.  Upon receipt of such notice, the Company may revoke any pending request for a
          Borrowing of, conversion to or continuation of, LIBOR Loans (to the extent of the affected LIBOR Loans or Interest Periods) or, failing that, with respect to any request for US Dollar-denominated Loans, will be deemed to have converted such
          request into a request for an ABR Borrowing (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 0.75% for purposes of this Agreement.

        ARTICLE III.

          

          Representations and Warranties

         

        

        Each of the Company and each Borrowing Subsidiary represents and warrants to the Lenders that:

        SECTION 3.01.          Organization;


              Powers. The Company and each of the Material Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite power and authority to carry on its business as
            now conducted and, except where the failure to 

        
          65

          
            


        

        do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in,
          every jurisdiction where such qualification is required.

        SECTION 3.02A. Authorization; Enforceability. Prior to the occurrence of any Collateral and Guarantee
          Trigger Event, the Transactions are within the Company’s and each other Borrower’s powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the
          Company and each other Borrower and constitutes a legal, valid and binding obligation of each of them, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting
          creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

        SECTION 3.02B. Authorization; Enforceability. If any Collateral and Guarantee Trigger Event occurs,
          the Transactions are within each Loan Party’s powers and have been duly authorized by all necessary corporate or other organizational powers and, if required, stockholder action.  This Agreement has been duly executed and delivered by the Company
          and each other Borrower and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of such Borrower or such Loan
          Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether
          considered in a proceeding in equity or at law. 

        SECTION 3.03A. Governmental Approvals; No Conflicts. Prior to the occurrence of any Collateral and
          Guarantee Trigger Event, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect
          and except as may be required under applicable securities laws and regulations, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Company or any other Borrower or any order of
          any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company or any Subsidiary or their assets, or give rise to a right thereunder to require any payment to be
          made by the Company or any Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary.

        SECTION 3.03B. Governmental Approvals; No Conflicts. If any Collateral and Guarantee Trigger Event
          occurs, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii)
          registrations or filings necessary to perfect Liens created under the Loan Documents and (iii) except as may be required under applicable securities laws and regulations, (b) will not violate any applicable law or regulation or the charter,
          by-laws or other organizational documents of any Loan Party or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company or any Subsidiary or
          their assets, or give rise to a right thereunder to require any payment to be made by the Company or any Subsidiary, and (d) will not result in the creation or imposition of any Lien on any asset of the Company or any Subsidiary, except for the
          Senior Notes Indentures.

        SECTION 3.04.          Financial


              Condition; No Material Adverse Change.

        (a)          The Company has heretofore furnished to the Lenders its consolidated balance sheet and consolidated statements of income, stockholders’ equity and cash flows (i) as of and for its fiscal year ended June 30, 2018, audited by and
            accompanied by the opinion of Deloitte & 

        
          66

          
            


        

        Touche LLP, independent registered public accounting firm, and (ii) as of and for its fiscal quarter ended March 31, 2018, certified by a Financial Officer
          of the Company. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and the consolidated Subsidiaries as of such dates and for such periods in
          accordance with GAAP.

        (b)          Since June 30, 2018, there has been no material adverse change in the business, assets, operations or condition, financial or otherwise, of the Company and the Subsidiaries, taken as a whole.

        SECTION 3.05.          Properties.

        (a)          The Company and each Subsidiary has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct
          its business as currently conducted or to utilize such properties for their intended purposes and except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. 

        (b)          Each of the Company and the Subsidiaries owns or is licensed to use all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Company and the Subsidiaries does
            not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

        SECTION 3.06.          Litigation


              and Environmental Matters.

        (a)          There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Company, threatened against or affecting the Company and the Subsidiaries (i) as to which there
            is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (ii) that involve this Agreement or (iii) that
            involve the Transactions.

        (b)          Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of the Company and the Subsidiaries (i) has failed to comply with any
            Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to
            any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

        SECTION 3.07.          Compliance


              with Laws and Agreements. The Company and each Subsidiary is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding
            upon it or its property, except where the failure to be in compliance, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

        SECTION 3.08.          Federal


              Reserve Regulations.

        (a)          Neither the Company nor any Subsidiary is engaged principally, or as a substantial part of its activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock (within the meaning of Regulation U of
            the Board).

        
          67

          
            


        

        (b)          No part of the proceeds of any Loan has been or will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, in any manner or for any purpose that has resulted or will result in a violation of
            Regulation T, U or X of the Board.

        SECTION 3.09.          Investment


              Company Status. Neither the Company nor any of the Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

        SECTION 3.10.          Taxes.
            The Company and the Subsidiaries have timely filed or caused to be filed all Tax returns and reports required to have been filed and have paid or caused to be paid all Taxes required to have been paid by them, except (a) any Taxes that are
            being contested in good faith by appropriate proceedings and for which the Company or such Subsidiary has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a
            Material Adverse Effect.

        SECTION 3.11.          ERISA.
            No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.
            The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Accounting Standards Codification Topic 715) did not, as of the date of the most recent financial statements reflecting such
            amounts, exceed by more than US$75,000,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all Plans in the aggregate (based on the assumptions used for purposes of Accounting
            Standards Codification Topic 715) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than US$75,000,000 the fair market value of the assets of all such Plans.  As of the Closing Date, no
            Borrower is, nor will any Borrower be, using its own “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more of its Benefit Plans in connection with the Loans or the Commitments.

        SECTION 3.12.          Disclosure.
            None of the reports, financial statements, certificates or other information (excluding any projections or forward-looking information and information of a general economic or industry nature) furnished by or on behalf of the Company or any
            other Loan Party to the Arrangers, the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder or under any other Loan Document, taken as a whole and including any supplements thereto,
            contained or will contain, at the time furnished, any material misstatement of fact or omitted or will omit, at the time furnished, to state any material fact necessary to make the statements therein, in the light of the circumstances under
            which they were made, not misleading.  All projections and other forward-looking information contained in the reports, financial statements, certificates or other information furnished by or on behalf of the Company to the Arrangers, the
            Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder have been or will be prepared by the Company in good faith based upon assumptions that were reasonable at the time made and at the
            time such projections and other information were or will be furnished (it being understood that such projections are not to be viewed as fact and that actual results may vary therefrom and that such variations may be material and the Company
            does not make any representation that such projections will be realized). As of the Closing Date, the information included in any Beneficial Ownership Certification, if applicable, is true and correct in all respects.

        SECTION 3.13.          Solvency.
            Immediately after the consummation of the Transactions on the Closing Date, (a) the fair value of the assets of the Company and the Subsidiaries on a consolidated basis, at a fair valuation, will exceed their debts and liabilities,
            subordinated, contingent or otherwise, (b) the present fair saleable value of the property of the Company and the Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of their
            debts and other liabilities, 

        
          68

          
            


        

        subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) the Company and the Subsidiaries on a consolidated basis will be
          able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured and (d) the Company and the Subsidiaries on a consolidated basis will not have unreasonably small capital
          with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the Closing Date. 

        SECTION 3.14.         Anti-Corruption


              Laws and Sanction Laws. The Company has implemented and will maintain and enforce policies and procedures that are in the Company’s judgment appropriate to ensure compliance by the Company, its Subsidiaries, and their directors, officers,
            employees and agents with applicable Anti-Corruption Laws and applicable Sanction Laws, and the Company, its Subsidiaries and their respective officers and employees and, to the knowledge of the Company, its directors and agents, are in
            compliance with Anti-Corruption Laws and applicable Sanction Laws in all material respects. None of (a) the Company, any Subsidiary or, to the knowledge of the Company, any of their respective directors, officers or employees, or (b) to the
            knowledge of the Company, any agent of the Company or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Loan, use of the proceeds of any Loan or
            other transaction contemplated by this Agreement will result in a violation by any party hereto of Anti-Corruption Laws or applicable Sanction Laws.

        SECTION 3.15.          Affected


              Financial Institutions. No Borrower is an Affected Financial Institution.

        SECTION 3.16.          Collateral


              Matters. If any Collateral and Guarantee Trigger Event occurs:

        (a)          The Security and Pledge Agreement, upon execution and delivery thereof by the parties thereto, will be effective to create in favor of the Collateral Agent a valid and enforceable security interest in the Collateral and (i) when the
            Collateral constituting certificated securities (as defined in the UCC), solely to the extent required by the Collateral and Guarantee Requirement, is delivered to the Collateral Agent, together with instruments of transfer duly endorsed in
            blank, the security interest created under the Security and Pledge Agreement will constitute a valid and perfected security interest in such Collateral (prior to all Liens on such Collateral, except for Liens (i) permitted by this Agreement
            which may have priority over the Liens of the Collateral Agent on such Collateral by operation of law (including the priority rules under the UCC) or (ii) which are otherwise permitted pursuant to Section 6.01 of this Agreement) and
            (ii) when financing statements in appropriate form are filed in the applicable filing offices, the security interest created under the Security and Pledge Agreement will constitute a valid and perfected security interest in the remaining
            Collateral (prior to all Liens on such Collateral, except for Liens (i) permitted by this Agreement which may have priority over the Liens of the Collateral Agent on such Collateral by operation of law (including the priority rules under the
            UCC) or (ii) which are otherwise permitted pursuant to Section 6.01 of this Agreement) to the extent perfection can be obtained by filing UCC financing statements.

        (b)          Upon the recordation of the IP Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and the filing of the financing statements referred to in clause (a) of
            this Section, the security interest created under the Security and Pledge Agreement will constitute a valid and perfected security interest in the Intellectual Property (as defined in the Security and Pledge Agreement) (prior to all Liens on
            such Collateral, except for Liens (i) permitted by this Agreement which may have priority over the Liens of the Collateral Agent on such Collateral by operation of law (including the priority rules under the UCC) or (ii) which are otherwise
            permitted pursuant to Section 6.01 of this Agreement) in which a security interest may be perfected by filing in the United States (it being understood that 

        
          69

          
            


        

        subsequent recordings in the United States Patent and Trademark Office or the United States Copyright Office may be necessary to perfect a security
          interest in such Intellectual Property acquired by the Domestic Loan Parties after the Initial Collateral and Guarantee Requirement Satisfaction Date). 

        SECTION 3.17.          Subsidiaries;


              Loan Parties . If any Collateral and Guarantee Trigger Event occurs, on and after the Initial Collateral and Guarantee Requirement Satisfaction Date:

        (a)          Schedule 3.17(a) sets forth, as of the Initial Collateral and Guarantee Requirement Satisfaction Date, the name and jurisdiction of organization of, and the percentage of each class of Equity Interests owned by the Company or any
            other Subsidiary in, each Subsidiary and identifies each Designated Subsidiary, each Material Subsidiary and each Excluded Subsidiary.

        (b)          Schedule 3.17(b) sets forth a complete and accurate list as of the Initial Collateral and Guarantee Requirement Satisfaction Date of each Loan Party’s: (i) exact legal name, (ii) any former legal names in the four (4) months
            prior to the Initial Collateral and Guarantee Requirement Satisfaction Date, if any, (iii) jurisdiction of its incorporation or organization, as applicable, (iv) type of organization, (v) jurisdictions in which such Loan Party is qualified to
            do business, (vi) chief executive office address, (vii) principal place of business address, (viii) U.S. federal taxpayer identification number and (ix) organization identification number.

        SECTION 3.18.          Insurance.
            If any Collateral and Guarantee Trigger Event occurs, on and after the Initial Collateral and Guarantee Requirement Satisfaction Date, Schedule 3.18 sets forth, as of the Initial Collateral and Guarantee Requirement Satisfaction Date, a
            description of all material property, casualty, business interruption and general liability insurance policies maintained by or on behalf of the Company and its Subsidiaries.

        ARTICLE IV.

          

          Conditions

         

        

        SECTION 4.01.          Closing


              Date. This Agreement shall not become effective until, and the obligations of the Lenders to make Loans hereunder shall not become effective until, in each case, the date on which each of the following conditions shall be satisfied (or
            waived in accordance with Section 10.02):

        (a)          (i) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which
            may include fax or other electronic image scan transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, and (ii) each Lender requesting a promissory note shall have received an
            executed copy of such promissory note.

        (b)          The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Borrower party to this
            Agreement on the Closing Date, the authorization of the Transactions and any other legal matters relating to each such Borrower, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent
            and its counsel.

        (c)          Each Lender shall have received (i) all documentation and other information required by bank regulatory authorities under
          applicable “know your customer” and anti-money 

        
          70

          
            


        

        laundering rules and regulations, including the Patriot Act, that has been requested by the Administrative Agent or such Lender, and (ii) with respect to
          each Borrower party to this Agreement on the Closing Date, to the extent such Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower to the
          extent requested by such Lender.

        (d)          The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel for the Company,
            and, with respect to any Borrowing Subsidiary party to this Agreement on the Closing Date, such local counsel for any such Borrowing Subsidiary as shall be reasonably requested by the Administrative Agent, in each case in form and substance
            reasonably satisfactory to the Administrative Agent.  Each Borrower hereby requests such counsel to deliver such opinions.

        (e)          The Administrative Agent shall have received a certificate, dated the Closing Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming compliance with the conditions set forth in paragraphs

              (a) and (b) of Section 4.02 after giving effect to the Transactions to occur on the Closing Date.

        (f)          All Indebtedness under the Existing Credit Agreements shall be repaid in full and any commitments, guarantees or security interests relating thereto shall be terminated, in each case on or prior to the Closing Date.

        (g)          The Administrative Agent (for itself or for the benefit of the Lenders) and the Arrangers shall have received all fees and other amounts due and payable on or prior to the Closing Date pursuant to this Agreement or any engagement letter
            or fee letter entered into by the Company in connection herewith and not theretofore paid, including, to the extent invoiced not later than the second Business Day prior to the Closing Date (or such later date as the Company may agree),
            reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Company in connection with this Agreement and the
            Transactions.

        The Administrative Agent shall notify the Company and the Lenders of the Closing Date, and such notice shall be conclusive and
          binding.

        SECTION 4.02.          Each


              Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (including any Borrowing made on the Closing Date) is subject to the satisfaction of the following conditions:

        (a)          The representations and warranties of each Borrower set forth in this Agreement (other than, with respect to any Borrowing occurring after the Closing Date, the representations set forth in Sections 3.04(b) and 3.06(a))
            shall be true and correct (i) in the case of representations and warranties qualified as to materiality, in all respects, and (ii) otherwise, in all material respects, in each case on and as of the date of such Borrowing, except to the extent
            such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct (i) in the case of representations and warranties qualified as to materiality, in all respects,
            and (ii) otherwise, in all material respects, as of such earlier date, and, except that for purposes of this Section 4.02(a), the representations and warranties contained in Section 3.04(a) shall be deemed to refer to the
          most recent financial statements delivered pursuant to Section 5.01(a) or (b). 

        
          71

          
            


        

        (b)          At the time of and immediately after giving effect to such Borrowing, no Default or Event of Default shall have occurred and be continuing.

        Each Borrowing shall be deemed to constitute a representation and warranty by the Company and each Borrowing Subsidiary on the
          date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

        SECTION 4.03.          Credit


              Extensions to Borrowing Subsidiaries. The obligations of the Lenders to make the initial Loans to each Borrowing Subsidiary shall be subject to the satisfaction of the following additional conditions:

        (a)          The Administrative Agent (or its counsel) shall have received a Borrowing Subsidiary Agreement of such Borrowing Subsidiary duly executed by all parties thereto.

        (b)          The Administrative Agent shall have received such documents, legal opinions and certificates as the Administrative Agent or its counsel may reasonably request relating to the formation, existence and good standing of such Borrowing
            Subsidiary, the authorization of the Transactions insofar as they relate to such Borrowing Subsidiary and any other legal matters relating to such Borrowing Subsidiary, its Borrowing Subsidiary Agreement or such Transactions, all in form and
            substance reasonably satisfactory to the Administrative Agent and its counsel.

        (c)          Each Lender shall have received and be satisfied with all documentation and other information with respect to such Borrowing Subsidiary requested by such Lender in order to comply with applicable “know your customer” and anti-money
            laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation.

        ARTICLE V.

          

          Affirmative Covenants

         

        

        Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all
          fees and other amounts payable hereunder shall have been paid in full, the Company and each other Borrower covenants and agrees with the Lenders that:

        SECTION 5.01.          Financial


              Statements and Other Information. The Company will furnish to the Administrative Agent:

        (a)          within ninety (90) days after the end of each fiscal year of the Company, its audited consolidated balance sheet and related consolidated statements of income and cash flows as of the end of and for such year, setting forth in each case
            in comparative form the figures for the previous fiscal year, all reported on by Deloitte & Touche LLP or other independent registered public accountants of recognized national standing (without a “going concern” or like qualification or
            exception and without any qualification or exception as to the scope of such audit (other than solely as a result of an upcoming maturity date with respect to the Obligations or to the “Obligations” under and as defined in the Term Loan Credit
            Agreement, in each case to occur within 12 months from the time such report and opinion are delivered)) to the effect that such consolidated financial statements present fairly, in all material respects, the financial condition and results of
            operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; 

        (b)          within forty five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company, its consolidated balance sheet and related consolidated statements 

        
          72

          
            


        

        of income and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in
          comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, in all material
          respects, the financial condition and results of operations and cash flows of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the
          absence of footnotes;

        (c)          concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Company (i) certifying as to whether a Default has occurred and, if a Default has
            occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.06 and 6.07;

        (d)          promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Company or any of the Subsidiaries with the SEC, or any Governmental Authority succeeding to
            any or all of the functions of the SEC, or with any national securities exchange, or distributed by the Company or any Subsidiary to its shareholders generally, as the case may be (other than (i) registration statements on Form S-8, (ii)
            filings under Sections 16(a) or 13(d) of the Exchange Act and (iii) routine filings related to employee benefit plans);

        (e)          promptly, but not later than five (5) Business Days after the publication of any change by Moody’s, S&P or Fitch in its Rating, notice of such change; and

        (f)          promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any of the Subsidiaries, or compliance with the terms of this Agreement, as the
            Administrative Agent or any Lender may reasonably request.

        Information required to be delivered pursuant to clauses (a), (b) and (d) of this Section shall be
          deemed to have been delivered on the date on which the Company posts such information on the Company’s website on the Internet at cdkglobal.com or when such information is posted on the SEC’s website at www.sec.gov. Notices
          required to be delivered pursuant to clause (e) of this Section shall be deemed to have been delivered on the date on which the Company posts such information on the Internet at the website cdkglobal.com or when the publication is
          first made available by means of Moody’s, S&P’s or Fitch (as the case may be) Internet subscription service. The Administrative Agent shall promptly make available to each Lender a copy of the certificate to be delivered pursuant to clause

            (c) of this Section by posting such certificate on the Platform or by other similar means.

        The Borrowers hereby acknowledge that (i) the Administrative Agent and/or any Arranger may, but shall not be
          obligated to, make available to the Lenders materials and/or information provided by or on behalf of any Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a
          substantially similar electronic transmission system (the “Platform”) and (ii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the
          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.  The Borrowers hereby agree that (A) 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; (B) by marking
          Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the 

        
          73

          
            


        

        Administrative Agent, the Arrangers 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 (as defined in Section 10.12(a)), they shall be
          treated as set forth in Section 10.12); (C) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (D) the Administrative Agent and the
          Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” 

        SECTION 5.02.          Notices


              of Material Events. The Company will furnish to the Administrative Agent and each Lender prompt written notice (in any case within five (5) Business Days) of the following:

        (a)          the occurrence of any Default;

        (b)          the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Company or any Subsidiary as to which there is a reasonable possibility of an adverse
            determination and that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

        (c)          the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

        (d)          any other development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect;

        (e)          the occurrence of any Collateral and Guarantee Trigger Event; and

        (f)          during the Collateral and Guarantee Period, the occurrence of any event, or the satisfaction of any condition, that requires the obligations under any Senior Notes Indenture, pursuant to the terms and provisions of such Senior Notes
            Indenture, to become Senior Notes Indenture Secured Obligations.

        Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer
          of the Company setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

        SECTION 5.03.          Existence;


              Conduct of Business. The Company will, and will cause each Material Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits,
            privileges and franchises material to the conduct of its business; provided, that, the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.04A or Section 6.04B,
            as the case may be.

        SECTION 5.04.          Taxes.
            The Company will, and will cause each Subsidiary to, pay its Tax liabilities, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is
            being contested in good faith by appropriate proceedings, (b) the Company or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending resolution of
            such contest could not reasonably be expected to result in a Material Adverse Effect.

        
          74

          
            


        

        SECTION 5.05.          Business


              and Properties. The Company will, and will cause each Material Subsidiary to, at all times, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted.

        SECTION 5.06.          Books


              and Records; Inspection Rights. The Company will keep, and will cause each of its Subsidiaries to keep, proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to
            its business and activities. The Company will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent, or by any Lender through the Administrative Agent, at reasonable times and upon
            reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and, so long as a representative of the Company is
            present, independent accountants.

        SECTION 5.07.          Compliance


              with Laws. The Company will, and will cause each Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including ERISA and Environmental Laws), except where the
            failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Company will maintain in effect and enforce policies and procedures designed to ensure compliance by the Company,
            the Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanction Laws.

        SECTION 5.08.          Use

              of Proceeds.

        (a)          The Borrowers will use the proceeds of the Loans made hereunder for general corporate purposes.  The Company will ensure that at the time each Loan is made and after giving effect to the use of the proceeds thereof, no more than 25% of
            the value of the assets of either the Company or the Company and the Subsidiaries taken as a whole subject to the restrictions of Section 6.01, Section 6.04A, or Section 6.04B, as the case may be, or Section 6.10,
            shall be represented by Margin Stock (within the meaning of Regulation U of the Board).

        (b)          Notwithstanding the foregoing, no Borrower will request any Loans and no part of the proceeds of any Loan will be used, whether directly or indirectly, by the Company, any Subsidiary or any of their respective directors, officers,
            employees and agents (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of
            funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person or in any Sanctioned Country or (iii) in any manner that would result in the violation of any Sanction Laws applicable to any party
            hereto.

        SECTION 5.09.          Additional


              Subsidiaries. If any Subsidiary is formed or acquired during the Collateral and Guarantee Period (it being understood that any Subsidiary ceasing to be an Excluded Subsidiary but remaining a Subsidiary shall be deemed to be the
            acquisition of such Subsidiary for purposes hereof), the Company will, and will cause each Loan Party to (a) within fifteen (15) days of such formation or acquisition, notify the Administrative Agent of such acquisition or formation and (b)
            within thirty (30) days of such formation or acquisition (or such longer period as the Administrative Agent may agree to in its sole discretion), cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary (if
            it is a Designated Subsidiary) and with respect to any Equity Interests in such Subsidiary owned by any Domestic Loan Party.

        SECTION 5.10.          Covenant


              to Guarantee the Obligations; Covenant to Give Security.

        
          75

          
            


        

        (a)          The Company will, and will cause each Designated Subsidiary to, satisfy the Initial Collateral and Guarantee Requirement within forty-five (45) days of any Collateral and Guarantee Trigger Event.

        (b)          During the Collateral and Guarantee Period (subject, for the avoidance of doubt, to the forty-five (45) day period set forth in clause (a) above), the Company will, and will cause each Designated Subsidiary to, (i) cause all
            property of the Company and each other Domestic Loan Party (other than Excluded Property) to be subject at all times to valid and perfected Liens (prior to all Liens on such property, except for Liens (A) permitted by this Agreement which may
            have priority over the Liens of the Collateral Agent on such assets by operation of law (including the priority rules under the UCC) or (B) which are otherwise permitted pursuant to Section 6.01 of this Agreement) in favor of the
            Collateral Agent pursuant to the Collateral Documents, subject to the limitations and other agreements set forth in the definition of “Collateral and Guarantee Requirement” and (ii) cause the Collateral and Guarantee Requirement at all times to
            be satisfied with respect to the Company and each Designated Subsidiary.

        (c)          During the Collateral and Guarantee Period, the Company will, and will cause each Domestic Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions
            (including the filing and recording of financing statements and other documents), that may be required under any applicable law, or that any Agent may reasonably request in writing, to cause the Collateral and Guarantee Requirement (subject to
            the limitations and other agreements set forth therein) to be and remain satisfied at all times or otherwise to effectuate the provisions of the Loan Documents, all at the expense of the Domestic Loan Parties.

        SECTION 5.11.          Information


              Regarding the Collateral. During the Collateral and Guarantee Period, the Company will, and will cause each Domestic Loan Party to, furnish to the Administrative Agent, within thirty (30) days (or such longer period as the Administrative
            Agent shall agree to in its sole discretion) of the effectiveness of any such change, written notice of any change in (a) the legal name of any Domestic Loan Party, as set forth in its organizational documents, (b) the jurisdiction of
            organization or the form of organization of any Domestic Loan Party (including as a result of any merger, amalgamation or consolidation), (c) the location of the chief executive office of any Domestic Loan Party or (d) the organizational
            identification number, if any, or the Federal Taxpayer Identification Number of any Domestic Loan Party.

        SECTION 5.12.          Maintenance


              of Insurance. During the Collateral and Guarantee Period:

        (a)          The Company will, and will cause each Subsidiary to, maintain with financially sound and reputable insurance companies insurance (or adequate self-insurance) in at least such amounts, of such character and against at least such risks as
            is usually maintained by companies of established repute engaged in the same or a similar business.

        (b)          The Company will, and will cause each Domestic Loan Party to, cause the Collateral Agent to be named as lenders’ loss payable, loss payee or mortgagee, as its interest may appear, and/or additional insured with respect of any such
            insurance providing liability coverage or coverage in respect of any Collateral, and cause, unless it is not the practice of such provider to do so or otherwise agreed to by the Collateral Agent, each provider of any such insurance to agree, by
            endorsement upon the policy or policies issued by it or by independent instruments furnished to the Collateral Agent that it will give the Collateral Agent thirty (30) days prior written notice before any such policy or policies shall be
            altered or cancelled (or ten (10) days prior notice in the case of cancellation due to the nonpayment of premiums).  Annually, upon expiration of current insurance 

        
          76

          
            


        

        coverage, the Company will, and will cause each Domestic Loan Party to, provide, or cause to be provided, to the Collateral Agent, such evidence of
          insurance as required by the Collateral Agent, including, but not limited to: (i) evidence of such insurance policies (including, without limitation and as applicable, ACORD Form 28 certificates (or similar form of insurance certificate), and
          ACORD Form 25 certificates (or similar form of insurance certificate)), (ii) declaration pages for each insurance policy and (iii) lender’s loss payable endorsement if the Collateral Agent is not on the declarations page for such policy.

        ARTICLE VI.

          

          Negative Covenants

         

        

        Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees
          and other amounts payable hereunder have been paid in full, the Company and each other Borrower covenants and agrees with the Lenders that:

        SECTION 6.01.          Liens.
            The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts
            receivable) or rights in respect thereof, except:

        (a)          Permitted Encumbrances;

        (b)          any Lien on any property or asset of the Company or any Subsidiary existing on the Closing Date and set forth in Schedule 6.01; provided, that, (i) such Lien shall not apply to any other property or asset of the
            Company or any Subsidiary and (ii) such Lien shall secure only those obligations that it secures on the Closing Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof plus
            the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such extensions, renewals or replacements;

        (c)          any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Closing Date prior to the time such
            Person becomes a Subsidiary; provided, that, (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply
          to any other property or assets of the Company or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and
          extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such
          extensions, renewals or replacements; 

        (d)          Liens on fixed or capital assets acquired, constructed or improved by the Company or any Subsidiary; provided, that, (i) such Liens and the Indebtedness secured thereby are incurred prior to or within one hundred eighty
            (180) days after such acquisition or the completion of such construction or improvement, (ii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iii) such security
            interests shall not apply to any other property or assets of the Company or any Subsidiary;

        (e)          Liens on securities deemed to exist under repurchase agreements and reverse repurchase agreements entered into by the Company and the Subsidiaries; and

        
          77

          
            


        

        (f)          Liens in connection with any Permitted Securitization Financing; provided, that, (i) such Liens extend only to the assets subject thereto and Equity Interests of Special Purpose Securitization Subsidiaries, and (ii) such
            Permitted Securitization Financing is permitted pursuant to Section 6.02(k);

        (g)          (i) Liens solely on Receivables Assets securing Indebtedness permitted pursuant to Section 6.02(l); provided, that, such Liens extend only to the assets securing such Indebtedness; and (ii) Liens solely on
            Receivables Assets securing Indebtedness incurred by the Company in connection with (x) a sale or factoring of Receivables Assets or (y) a loan or line of credit secured solely by Receivables Assets; provided, that, (A) such
            Liens extend only to the assets securing such Indebtedness, and (B) the sum of (1) the aggregate outstanding balance of accounts receivable sold by the Company and/or subject to a loan or line of credit in all transactions permitted pursuant to
            this Section 6.01(g)(ii), plus (2) the aggregate outstanding balance of accounts receivable sold by the Company and the Subsidiaries and/or subject to a loan or line of credit in all transactions permitted pursuant to Section

              6.02(l), plus (3) the aggregate outstanding balance of accounts receivable sold by the Company and the Subsidiaries in connection with Permitted Securitization Financings permitted pursuant to Section 6.02(k), shall not at
            any time exceed the greater of (x) US$150,000,000 during the term of this Agreement, and (y) 35% of the aggregate outstanding balance of accounts receivable of the Company and the Subsidiaries at such time;

        (h)          other Liens not expressly permitted by clauses (a) through (g) above; provided, that, the sum of (i) the aggregate principal amount of the outstanding obligations secured by Liens permitted under this clause

              (h), plus (ii) the aggregate outstanding principal amount of Indebtedness of Subsidiaries permitted by Section 6.02(m), plus (iii) the aggregate outstanding amount of Attributable Debt in respect of Sale and
            Leaseback Transactions permitted by Section 6.03(b) shall not at any time exceed the greater of US$125,000,000 and 15% of Consolidated Net Tangible Assets; and

        (i)          during any Collateral and Guarantee Period, (i) Liens pursuant to any Loan Document (it being understood that, at any time during the Collateral and Guarantee Period, such Liens may extend to any obligations under any Senior Notes
            Indenture that pursuant to such Senior Notes Indenture have been required to become Senior Notes Indenture Secured Obligations at such time), and (ii) Liens pursuant to any “Loan Document” under and as defined in the Term Loan Credit
          Agreement. 

        SECTION 6.02.          Subsidiary


              Indebtedness. The Company will not permit any Subsidiary to incur any Indebtedness or to issue any preferred stock or other preferred Equity Interests except:

        (a)          Indebtedness, preferred stock or other preferred Equity Interests existing on the Closing Date and set forth on Schedule 6.02, and any extensions, renewals or replacements of any such Indebtedness that do not increase the
            outstanding principal amount thereof plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such extension, renewal or replacement;

        (b)          Indebtedness of any Subsidiary owing to the Company or any other Subsidiary; provided, that, no such Indebtedness shall have been assigned to, or subjected to any Lien in favor of, a Person other than the Company or a
            Subsidiary;

        (c)          Indebtedness, preferred stock or preferred Equity Interests of any Person existing at the time it becomes a Subsidiary and any Refinancing Indebtedness in respect of any such Indebtedness; provided, that, such
            Indebtedness, preferred stock or preferred Equity Interests shall 

        
          78

          
            


        

         not have been incurred or issued, as applicable, in contemplation of or in connection with such Person becoming a Subsidiary;

        (d)          Indebtedness of any Subsidiary (i) incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations; provided, that, such Indebtedness is incurred prior
            to or within 180 days after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; or
            (ii) assumed in connection with the acquisition of any fixed or capital assets; and, in each case, Refinancing Indebtedness in respect of any of the foregoing;

        (e)          Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the Closing Date, or Indebtedness of
            any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary; provided, that, (i) such Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged or
            consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary (or such merger or consolidation) or such assets being acquired and (ii) no Subsidiary (other than such
            Person or any special purpose merger Subsidiary with which such Person is merged or consolidated) shall Guarantee or otherwise become liable for the payment of such Indebtedness, and Refinancing Indebtedness in respect of any of the foregoing;

        (f)          Guarantees by any Subsidiary of Indebtedness of the Company or any other Subsidiary; provided, that, (i) the Indebtedness of any other Subsidiary so guaranteed is permitted under this Section and (ii) any Subsidiary that
            shall guarantee Indebtedness of any Borrower shall also have guaranteed the Obligations under an agreement satisfactory in form and substance to the Administrative Agent;

        (g)          Indebtedness incurred in connection with Hedging Agreements entered into for non-speculative purposes;

        (h)          Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in
          connection with any automated clearing-house transfers of funds, in each case incurred in the ordinary course of business;

        (i)          Indebtedness in respect of workers’ compensation claims and bid, performance or surety bonds, and Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary in the
            ordinary course of business supporting such obligations;

        (j)          Indebtedness arising in connection with the endorsement of instruments for collection or deposit in the ordinary course;

        (k)          Indebtedness arising in connection with Permitted Securitization Financings; provided, that, the sum of (x) the aggregate outstanding balance of accounts receivable sold by the Company and the Subsidiaries in connection
            with Permitted Securitization Financings permitted pursuant to this Section 6.02(k), plus (y) the aggregate outstanding balance of accounts receivable sold by the Company and the Subsidiaries and/or subject to a loan or line of
            credit in all transactions permitted pursuant to Section 6.02(l), plus (z) the aggregate outstanding balance of accounts receivable sold by the Company and/or subject to a loan or line of credit in all transactions permitted
            pursuant to Section 6.01(g)(ii), shall not at any time exceed the greater of (i) US$150,000,000 

        
          79

          
            


        

        during the term of this Agreement, and (ii) 35% of the aggregate outstanding balance of accounts receivable of the Company and the Subsidiaries at such
          time; and

        (l)          Indebtedness arising in connection with (i) a sale or factoring of Receivables Assets or (ii) a loan or line of credit secured solely by Receivables Assets; provided, that, the sum of (x) the aggregate outstanding
            balance of accounts receivable sold by the Company and the Subsidiaries and/or subject to a loan or line of credit in all transactions permitted pursuant to this Section 6.02(l), plus (y) the aggregate outstanding balance of
            accounts receivable sold by the Company and the Subsidiaries in connection with Permitted Securitization Financings permitted pursuant to Section 6.02(k), plus (z) the aggregate outstanding balance of accounts receivable sold by
            the Company and/or subject to a loan or line of credit in all transactions permitted pursuant to Section 6.01(g)(ii), shall not at any time exceed the greater of (A) US$150,000,000 during the term of this Agreement, and (B) 35% of the
            aggregate outstanding balance of accounts receivable of the Company and the Subsidiaries at such time;

        (m)          other Indebtedness not expressly permitted by clauses (a) through (l) above; provided, that, the sum of (i) the aggregate principal amount of outstanding obligations secured by Liens permitted under Section

              6.01(h), plus (ii) the aggregate outstanding principal amount of Indebtedness permitted under this clause (m), plus (iii) the aggregate outstanding amount of Attributable Debt in respect of Sale and Leaseback
            Transactions permitted by Section 6.03(b) shall not at any time exceed the greater of US$125,000,000 and 15% of Consolidated Net Tangible Assets;

        (n)          Indebtedness of Borrowing Subsidiaries under this Agreement; and

        (o)          during the Collateral and Guarantee Period, (i) Guarantees by any Designated Subsidiary of (x) the Obligations and (y) the “Obligations” under and as defined in the Term Loan Credit Agreement and (ii) Guarantees by any Designated
            Subsidiary of any Senior Notes Indenture Secured Obligations; provided, that, any Subsidiary that shall guarantee any such Indebtedness shall also have guaranteed the Obligations pursuant to the Loan Documents.

        SECTION 6.03.          Sale


              and Leaseback Transactions. The Company will not, and will not permit any of the Subsidiaries to, enter into or be a party to any Sale and Leaseback Transaction except:

        (a)          Sale and Leaseback Transactions to which the Company or any Subsidiary is a party as of the Closing Date that are set forth on Schedule 6.03; and

        (b)          other Sale and Leaseback Transactions not expressly permitted by clause (a) above; provided, that, the sum of (i) the aggregate principal amount of outstanding obligations secured by Liens permitted under Section

              6.01(h), plus (ii) the aggregate outstanding principal amount of Indebtedness of Subsidiaries permitted by Section 6.02(m), plus (iii) the aggregate outstanding amount of Attributable Debt in respect of Sale and
            Leaseback Transactions permitted by this clause (b) shall not at any time exceed the greater of US$125,000,000 and 15% of Consolidated Net Tangible Assets.

        SECTION 6.04A. Fundamental Changes. Prior to the occurrence of any Collateral and Guarantee Trigger
          Event:

        (a)          No Borrower will (i) merge into or consolidate with any other Person, (ii) permit any other Person to merge into or consolidate with it or (iii) liquidate or dissolve, except that, if at the time thereof and immediately after giving
            effect thereto no Event of Default shall have occurred 

        
          80

          
            


        

        and be continuing, any Borrower may merge or consolidate with any Subsidiary or other Person (or permit any such Person to merge or consolidate with it) if
          a Borrower is the surviving Person.

        (b)          The Company will not, and will not permit its Subsidiaries to, sell, transfer, lease or otherwise dispose of, directly or through any merger or consolidation and whether in one transaction or in a series of transactions, assets
            (including Equity Interests in Subsidiaries) representing all or substantially all the assets of the Company and the Subsidiaries (whether now owned or hereafter acquired), taken as a whole.

        (c)          The Company will not, and will not permit any Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by the Company and the Subsidiaries on the Closing Date and businesses reasonably
            related, ancillary or complementary thereto or constituting a reasonable extension thereof (including, for the avoidance of doubt, in the case of any Special Purpose Securitization Subsidiary, Permitted Securitization Financings).

        SECTION 6.04B. Fundamental Changes. During the Collateral and Guarantee Period:

        (a)          The Company will not, and will not permit its Subsidiaries to, (i) merge into or consolidate with any other Person, (ii) permit any other Person to merge into or consolidate with it or (iii) liquidate or dissolve, except that, if at the
            time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing: (A) the Company may merge or consolidate with any Subsidiary or, in a transaction not prohibited by Section 6.08 or Section

              6.10, as the case may be, any other Person (or permit any such Person to merge or consolidate with it), in each case, if the Company is the surviving Person; (B) any Borrowing Subsidiary that is a Domestic Subsidiary may merge or
            consolidate with any Subsidiary or, in a transaction not prohibited by Section 6.08 or Section 6.10, as the case may be, any other Person (or permit any such Person to merge or consolidate with it), in each case, if a Borrowing
            Subsidiary that is a Domestic Subsidiary is the surviving Person; (C) any Borrowing Subsidiary that is a Foreign Subsidiary may merge or consolidate with any Subsidiary or, in a transaction not prohibited by Section 6.08 or Section

            6.10, as the case may be, any other Person (or permit any such Person to merge or consolidate with it), in each case, if a Borrowing Subsidiary is the surviving Person; (D) any Subsidiary (other than any Borrowing Subsidiary) may merge or
          consolidate with any Person that is not a Borrower or any other Subsidiary (or permit any such Person to merge or consolidate with it) in a transaction not prohibited by Section 6.08 or Section 6.10, as the case may be, if such
          Subsidiary is the surviving Person; (E) any Domestic Loan Party (other than a Borrower) may merge or consolidate with any other Domestic Loan Party (other than a Borrower); (F) any Subsidiary that is not a Loan Party may be merged or consolidated
          with or into any Loan Party; provided, that, such Loan Party shall be the continuing or surviving Person; (G) any Subsidiary that is not a Loan Party may be merged or consolidated with or into any other Subsidiary that is not a
          Loan Party; and (H) any Loan Party (other than a Borrower) or any Subsidiary that is not a Loan Party may be liquidated or dissolved so long as such liquidation or dissolution could not reasonably be expected to have a Material Adverse Effect and
          the assets of any Person liquidated or dissolved are transferred to a Domestic Loan Party. 

        (b)          The Company will not, and will not permit its Subsidiaries to, sell, transfer, lease or otherwise dispose of, directly or through any merger or consolidation and whether in one transaction or in a series of transactions, assets
            (including Equity Interests in Subsidiaries) representing all or substantially all the assets of the Company and the Subsidiaries (whether now owned or hereafter acquired), taken as a whole.

        
          81

          
            


        

        (c)          The Company will not, and will not permit any Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by the Company and the Subsidiaries on the Closing Date and businesses reasonably
            related, ancillary or complementary thereto or constituting a reasonable extension thereof (including, for the avoidance of doubt, in the case of any Special Purpose Securitization Subsidiary, Permitted Securitization Financings).

        SECTION 6.05A. Restrictive Agreements. Prior to the occurrence of any Collateral and Guarantee
          Trigger Event, the Company will not, and will not permit any Subsidiary to, enter into any agreement that restricts the ability of any Subsidiary to pay dividends or other distributions to the Company or other Subsidiaries or to make or repay
          loans or advances to the Company or other Subsidiaries; provided, that, the foregoing shall not apply to (a) restrictions imposed by law or by this Agreement; (b) restrictions imposed by the Senior Notes Indentures and the Term
          Loan Credit Agreement; (c) restrictions existing on the Closing Date identified on Schedule 6.05 (or to any extension, amendment, modification, renewal or replacement thereof not expanding the scope of any such restriction or condition);
          (d) in the case of any Subsidiary that is not a wholly-owned Subsidiary, restrictions imposed by its organizational documents or any related joint venture or similar agreement; provided, that, such restrictions and conditions
          apply only to such Subsidiary; (e) restrictions imposed by agreements relating to Indebtedness of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and permitted by Section 6.02(e) (but shall apply to any
          amendment or modification expanding the scope of any such restriction); provided, that, such restrictions and conditions apply only to such Subsidiary; (f) customary restrictions contained in agreements relating to the sale of a
          Subsidiary or any assets pending such sale to the extent that such restrictions apply only to the Subsidiary or assets to be sold and such sale is permitted hereunder; or (g) restrictions contained in any Permitted Securitization Documents with
          respect to any Special Purpose Securitization Subsidiary.

        SECTION 6.05B. Restrictive Agreements. During the Collateral and Guarantee Period, the Company will
          not, and will not permit any Subsidiary to, enter into any agreement that restricts the ability of any such Person to (a) pay dividends or distributions to any Loan Party, (b) [reserved], (c) make or repay loans or advances to any Loan Party, (d)
          transfer any of its property to any Loan Party, (e) pledge its property pursuant to the Loan Documents (or any renewals, refinancings, exchanges, refundings or extensions thereof) or (f) in the case of a Person required by the Loan Documents to
          be a Loan Party, act as a Loan Party pursuant to the Loan Documents (or any renewals, refinancings, exchanges, refundings or extension thereof), except (in respect of any of the matters referred to in clauses (a) through (e)
          above) for (i) restrictions imposed by law, (ii) restrictions imposed by this Agreement and the other Loan Documents, (iii) restrictions imposed by the Senior Notes Indentures, (iv) restrictions imposed by the Term Loan Credit Agreement and any
          “Loan Documents” under and as defined therein, (v) restrictions existing on the Closing Date identified on Schedule 6.05 (or to any extension, amendment, modification, renewal or replacement thereof not expanding the scope of any such
          restriction or condition), (vi) in the case of any Subsidiary that is not a wholly-owned Subsidiary, restrictions imposed by its organizational documents or any related joint venture or similar agreement; provided, that, such
          restrictions and conditions apply only to such Subsidiary, (vii) restrictions imposed by agreements relating to Indebtedness of any Subsidiary in existence at the time such Subsidiary became a Subsidiary and permitted by Section 6.02(e)
          (but shall apply to any amendment or modification expanding the scope of any such restriction); provided, that, such restrictions and conditions apply only to such Subsidiary, (viii) customary restrictions contained in agreements
          relating to the sale of a Subsidiary or any assets pending such sale to the extent that such restrictions apply only to the Subsidiary or assets to be sold and such sale is permitted hereunder, (ix) restrictions contained in any Permitted
          Securitization Documents with respect to any Special Purpose Securitization Subsidiary, (x) restrictions contained in any document or relating to Indebtedness incurred pursuant to Section 6.02(d); provided, that, any such
          restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith and (xi) any Permitted Encumbrance or any document or instrument governing any Permitted Encumbrance; provided, that,
          any such restriction contained therein relates only to the asset or assets subject to such Permitted Encumbrance, (xii) any restrictions imposed by any agreement relating to secured 

        
          82

          
            


        

        Indebtedness permitted by this Agreement to the extent that such restrictions apply only to the property or assets securing such Indebtedness; provided, that,
          in each case such restrictions do not restrict the Liens securing the Obligations or the Liens securing the Obligations under and as defined in the Term Loan Credit Agreement or the priority thereof, (xiii) customary provisions contained in
          leases or licenses of intellectual property and other similar agreements entered into in the ordinary course of business, (xiv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (xv) customary
          provisions restricting assignment of any agreement entered into in the ordinary course of business, (xvi) customary restrictions and conditions contained in any document relating to any Lien, so long as (1) such Lien is permitted under Section
            6.01 and such restrictions or conditions relate only to the specific asset subject to such Lien, (2) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 6.05B and (3)
          such restrictions do not restrict the Liens securing the Obligations or the Liens securing the Obligations under and as defined in the Term Loan Credit Agreement or the priority thereof, (xvii) customary net worth provisions contained in real
          property leases entered into by Subsidiaries, so long as the Company has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of the Company and the Subsidiaries to meet their ongoing
          obligations, (xviii) restrictions in agreements representing Indebtedness permitted under Section 6.02 of a Subsidiary that is not a Guarantor, (xix) customary restrictions contained in leases, subleases, licenses or Equity Interests or
          asset sale agreements otherwise permitted hereby as long as such restrictions relate to the Equity Interests and assets subject thereto, and (xx) restrictions on cash or other deposits imposed by customers under contracts entered into in the
          ordinary course of business. 

        SECTION 6.06.          Leverage


              Ratio. The Company will not permit the Leverage Ratio, as of the end of any period of four consecutive fiscal quarters of the Company, to be greater than (a) 3.75 to 1.00, for any period of four consecutive fiscal quarters of the Company
            ending on or prior to December 31, 2019, (b) 4.75 to 1.00, for any period of four consecutive fiscal quarters of the Company ending during the period from January 1, 2020 through and including March 31, 2021, (c) 4.25 to 1.00, for any period of
            four consecutive fiscal quarters of the Company ending during the period from April 1, 2021 through and including September 30, 2021 and (d) 3.75 to 1.00, for any period of four consecutive fiscal quarters of the Company ending
          thereafter. 

        SECTION 6.07.          Ratio


              of Consolidated EBITDA to Consolidated Interest Expense. The Company will not permit the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense, for any period of four consecutive fiscal quarters of the Company ending after
            the Closing Date, commencing with the period of four consecutive fiscal quarters ending on September 30, 2018, to be less than 3.00 to 1.00.

        SECTION 6.08.          Investments.
            During the Collateral and Guarantee Period, the Company will not, and will not permit any Subsidiary to, make, create, incur or assume any Investments, except:

        (a)          Investments held in the form of cash or cash equivalents;

        (b)          Investments existing on the date on which a Collateral and Guarantee Trigger Event occurs; provided, that, such Investments were made, created, incurred or assumed prior to such Collateral and Guarantee Trigger Event;

        (c)          (i) Investments in any Person that is a Domestic Loan Party prior to giving effect to such Investment, (ii) Investments by any Borrowing Subsidiary that is a Foreign Subsidiary in any Person that is a Loan Party prior to giving effect
            to such Investment, (iii) Investments by Subsidiaries that are not Loan Parties in other Subsidiaries that are not Loan Parties, and (iv) so long as no Event of Default has occurred and is continuing or would result from such Investment, (A)
            Investments by Domestic Loan Parties in Borrowing Subsidiaries that are Foreign Subsidiaries, and (B) Investments by Loan Parties in Subsidiaries that are not Loan Parties, joint ventures or 

        
          83

          
            


        

        other minority equity Investments, in an aggregate amount invested pursuant to this clause (iv) during the Collateral and Guarantee Period not to
          exceed US$100,000,000;

        (d)          Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial
            satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

        (e)          loans and advances to officers, employees, consultants and independent contractors in an aggregate amount not to exceed US$7,500,000 at any one time outstanding;

        (f)          Investments consisting of non-cash consideration received in the form of securities, notes or similar obligations in connection with Asset Sales not prohibited by this Agreement;

        (g)          Investments consisting of prepaid expenses, pledges or deposits made in the ordinary course of business;

        (h)          during the Collateral and Guarantee Period, Guarantees by any Designated Subsidiary permitted by Section 6.02(o);

        (i)          any other Investment; provided, that, (i) no Event of Default exists immediately prior to and after giving
          effect thereto and (ii) after giving effect to any such Investment on a pro forma basis, the Leverage Ratio shall be less than or equal to 3.75 to 1.00;

        (j)          to the extent constituting Investments, Restricted Payments permitted by Section 6.09B;

        (k)          Investments in Special Purpose Securitization Subsidiaries or any Investment by a Special Purpose Securitization Subsidiary in any other Person, in each case, to the extent made in connection with a Permitted Securitization Financing; provided,
            that, any such Investment in a Special Purpose Securitization Subsidiary is in the form of a contribution of Receivables Assets or interests therein;

        (l)          Investments in Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; and

        (m)          Investments not otherwise permitted by this Section in an aggregate amount not to exceed US$250,000,000 at any one time outstanding; provided, that, no Event of Default exists immediately prior to and after giving effect
            thereto.

        SECTION 6.09A. Share Repurchases. Prior to the earlier to occur of (x) a Collateral and Guarantee
          Trigger Event and (y) the Covenant Relief End Date, the Company will not, and will not permit any Subsidiary to, declare or make, directly or indirectly, any Share Repurchase, or incur any obligation (contingent or otherwise) to do so, other than
          Permitted Share Repurchases.

        SECTION 6.09B. Restricted Payments. During the Collateral and Guarantee Period, the Company will not,
          and will not permit any Subsidiary to, declare or make, directly or indirectly, any Restricted Payment, except that:

        
          84

          
            


        

        (a)          each Subsidiary may make Restricted Payments to the Company or any wholly owned Subsidiary (or, in the case of non-wholly owned Subsidiaries, to the Company or any Subsidiary that is a direct or indirect parent of such Subsidiary and to
            each other owner of Equity Interests of such Subsidiary on a pro rata basis (or more favorable basis from the perspective of the Company or such Subsidiary) based on their relative ownership
            interests);

        (b)          each Loan Party and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person;

        (c)          the Company may make other Restricted Payments in an aggregate amount not to exceed US$50,000,000 during any fiscal year of the Company; provided, that, no Event of Default exists immediately prior to and after giving
            effect thereto;

        (d)          the Company may make quarterly dividends with respect to its Equity Interests at a rate of US$0.15 per share per fiscal quarter of the Company;

        (e)          the Company may make any other Restricted Payment; provided, that, (i) no Default exists immediately prior to and after giving effect thereto and (ii) after giving effect to any such Restricted Payment on a pro forma basis, the Leverage Ratio shall be less than or equal to 3.25 to 1.00;

         (f)          the Company may make repurchases of Equity Interests in the Company or any Subsidiary deemed to occur upon the exercise of stock options or
          warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

        (g)          the Company may make repurchases of its Equity Interests deemed to occur upon the payment by the Company of employee or director tax liabilities arising from stock issued pursuant to stock option, restricted stock or other equity-based
            incentive plans or other benefit plans approved by the Board of Directors for employees, management or directors of the Company and its Subsidiaries; and

        (h)          the Company may make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options, or other securities convertible into or exchangeable for Equity Interests of the Company.

        SECTION 6.10.          Asset


              Sales. During the Collateral and Guarantee Period, the Company will not, and will not permit any Subsidiary to, make or consummate, directly or indirectly any Asset Sale except that:

        (a)          The Company and its Subsidiaries may make Permitted Asset Sales;

        (b)          the Company and its Subsidiaries may sell, transfer or otherwise dispose of (i) Receivables Assets or interests therein, to the extent required or permitted by any Permitted Securitization Documents, in a transaction permitted by Section

              6.02(k) and (ii) Receivables Assets or interests therein, in a transaction permitted by Section 6.02(l); and

        (c)          the Company and its Subsidiaries may make any other Asset Sale; provided, that, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) the aggregate fair market value of all
            assets sold, transferred or otherwise disposed of by the Company and its Subsidiaries in reliance on this clause (c) shall not, in any fiscal year of the Company, exceed US$100,000,000.

        
          85

          
            


        

        ARTICLE VII.

          

          Events of Default

         

        

        If any of the following events (each, an “Event of Default”) shall occur:

        (a)          the Company or any other Loan Party shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

        (b)          the Company or any other Loan Party shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or any other Loan
            Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five Business Days;

        (c)          any representation or warranty made or deemed made by or on behalf of the Company or any other Loan Party in or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or waiver hereunder, or
            in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof of waiver hereunder or thereunder,
          shall prove to have been incorrect in any material respect (without duplication of any materiality qualifier contained therein) when made or deemed made; 

        (d)          the Company or any other Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02, Section 5.03 (with respect to the Company’s or other any Loan Party’s existence) or Section

              5.08 or in Article VI;

        (e)          the Company or any other Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article) or any
            other Loan Document, and such failure shall continue unremedied for a period of thirty (30) days after notice thereof from the Administrative Agent or any Lender to the Company;

        (f)          the Company or any Subsidiary shall default in the payment (whether of principal or interest and regardless of amount) of any Material Indebtedness when due and payable after giving effect to any applicable grace periods;

        (g)          any event or condition shall occur that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders
            of any Material Indebtedness or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided,
            that, this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

        (h)          an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Company or any Material Subsidiary or its debts, or of a substantial part
            of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the
            Company or any Material Subsidiary or for a substantial part of its assets, and, in any such case, 

        
          86

          
            


        

        such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be
          entered;

        (i)          the Company or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or
            similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the
            appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any Material Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a
            petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

        (j)          the Company or any Material Subsidiary shall become unable, admit in writing its inability, or fail generally, to pay its debts as they become due;

        (k)           one or more judgments for the payment of money in an aggregate amount in excess of US$50,000,000 shall be rendered against the Company, any Subsidiary or any combination thereof and the same shall remain undischarged and not vacated or
            paid in full for a period of 45 consecutive days during which execution shall not be effectively stayed (which stay shall include the posting of a bond pending appeal that has the effect of staying execution of such judgment), or any
          action shall be legally taken by a judgment creditor to attach or levy upon assets of the Company or any Subsidiary to enforce any such judgment; 

        (l)          an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

        (m)          a Change in Control shall occur; or

        (n)          during the Collateral and Guarantee Period, any Collateral Document after delivery thereof pursuant to the terms of the Loan Documents shall for any reason cease to create a valid and perfected Lien (prior to all Liens on such assets,
            except for Liens (i) permitted by this Agreement which may have priority over the Liens of the Collateral Agent on such assets by operation of law (including the priority rules under the UCC) or (ii) which are otherwise permitted pursuant to Section

              6.01 of this Agreement) on the Collateral purported to be covered thereby (except (i) as a result of the release of a Loan Party or the sale, transfer or other disposition to a Person that is not a Loan Party of the applicable Collateral
            in a transaction not prohibited by the Loan Documents, or (ii) as a result of the Collateral Agent’s failure to (A) maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Collateral
            Documents, or (B) make any filing of UCC continuation statements), or any Loan Party shall assert the invalidity of such Liens;

        then, and in every such event (other than an event with respect to any Borrower described in clause (h) or (i)
          of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may and, at the request of the Required Lenders, shall, by notice to the Company, take either or both of the following actions at the same
          or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal or other amount not
          so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the 

        
          87

          
            


        

        Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of
          any kind, all of which are hereby waived by the Borrowers; and in case of any event with respect to any Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of
          the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any
          kind, all of which are hereby waived by the Borrowers.

        After the exercise of remedies provided for in this Article (or after the Loans have automatically become
          immediately due and payable as set forth in this Article), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: (A) 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 Sections 2.14, 2.15, 2.16 and 2.18) payable to
          the Administrative Agent in its capacity as such; (B) second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees,
          charges and disbursements of counsel to the respective Lenders and amounts payable under Sections 2.14, 2.15, 2.16 and 2.18), ratably among them in proportion to the respective amounts described in this clause
            (B) payable to them; (C) third, to payment of that portion of the Obligations constituting interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (C) held by them;
          (D) fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (D) held by them; and (E) last,
          the balance, if any, after all of the Obligations owing have been indefeasibly paid in full, to the Company or as otherwise required by any law. 

        ARTICLE VIII.

          

          The Agents

         

        

        In order to expedite the transactions contemplated by this Agreement and the other Loan Documents, Bank of
          America is hereby appointed to act as Administrative Agent on behalf of the Lenders. Each of the Lenders and each assignee of any Lender hereby irrevocably authorizes the Administrative Agent to take such actions on behalf of such Lender or
          assignee and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly
          authorized by the Lenders, without hereby limiting any implied authority, and by the Borrowers with respect to clause (c) below, (a) to receive on behalf of the Lenders all payments of principal of and interest on the Loans and all other
          amounts due to the Lenders hereunder, and promptly to distribute to each Lender its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Company of any Default or Event of Default specified in this
          Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Company or
          any other Loan Party pursuant to this Agreement or the other Loan Documents as received by the Administrative Agent.

        In order to expedite the transactions contemplated by this Agreement and the other Loan Documents, effective
          automatically upon the occurrence of any Collateral and Guarantee Trigger Event, Bank of America is hereby appointed to act as Collateral Agent hereunder and under the other Loan Documents for purposes of acquiring, holding and enforcing any and
          all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, any “Obligations” under and as defined in the Term Loan Credit Agreement and any applicable Senior Notes Indenture Secured Obligations, together with
          such powers and discretion as are reasonably incidental thereto.  In connection therewith, the Collateral Agent 

        
          88

          
            


        

        and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant to this Article for purposes of holding or enforcing any Lien on the Collateral
          (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent, shall be entitled to the benefits of all provisions of this Article and Article X
          (as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto and all references to the Administrative Agent in this Article shall, where
          applicable, be read as including a reference to the Collateral Agent.  Without limiting the generality of the foregoing, the Lenders expressly authorize the Collateral Agent to execute any and all documents (including releases) with respect to
          the Collateral and the rights of the Lenders with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents and acknowledge and agree that any such action by the Collateral Agent
          shall bind the Lenders.  Each of the Lenders and each assignee of any Lender hereby irrevocably authorizes the Collateral Agent to take such actions on behalf of such Lender or assignee and to exercise such powers as are delegated to the
          Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto.

        With respect to the Loans made by it hereunder, the Person serving as the Administrative Agent and/or the
          Collateral Agent in its individual capacity and not as Administrative Agent and/or Collateral Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not the Administrative Agent and/or the
          Collateral Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with any of the Borrowers or any of their Subsidiaries or other Affiliates thereof as if it were not the
          Administrative Agent and/or the Collateral Agent. 

        The Agents shall not have any duties or obligations except those expressly set forth in the Loan Documents. 
          Without limiting the generality of the foregoing: (a) the Agents shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; (b) the Agents shall not have any duty to take any
          discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent or the Collateral Agent, as the case may be, is required to exercise upon
          receipt of notice in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02); provided, that, no Agent shall be
          required to take any action that, in its reasonable opinion or the reasonable opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action
          that may be in violation of the automatic stay under any debtor relief law; and (c) except as expressly set forth in the Loan Documents, the Agents shall not have any duty to disclose, or be liable for the failure to disclose, any information
          relating to any of the Borrowers or any of their Subsidiaries that is communicated to or obtained by the institution serving as Administrative Agent or Collateral Agent or any of their respective Affiliates in any capacity.  No Agent shall be
          liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02) or in
          the absence of its own gross negligence or willful misconduct.  No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to it by the Company (in which case the applicable Agent shall give written
          notice to each Lender), and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any 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, (iv) the
          validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than 

        
          89

          
            


        

        to confirm receipt of items expressly required to be delivered to the Administrative Agent and/or the Collateral Agent, as the case may be.

        Each 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 believed by it to be genuine and to have been signed or sent by the proper Person.  Each Agent also may rely upon any statement made to it orally or by telephone and
          believed by it to be made by the proper Person, and shall not incur any liability for relying thereon.  Each Agent may consult with legal counsel (who may be counsel for the Company), 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.

        Each Agent may perform any and all its duties and exercise its rights and powers by or through any one or
          more sub-agents appointed by such Agent.  Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties.  The exculpatory provisions of the preceding paragraphs
          shall apply to any such sub-agent and to the Related Parties of the Agents 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 an Agent.  Neither the Administrative Agent nor the Collateral Agent shall be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and
          non-appealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

        Subject to the conditions set forth herein, any Agent may resign at any time by notifying the Lenders and the Company.  Upon any such resignation, the
          Required Lenders shall have the right, with the consent of the Company (not to be unreasonably withheld and except during the continuance of an Event of Default hereunder, when no consent shall be required), to appoint a successor.  In addition,
          if any Agent is a Defaulting Lender due to it having had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business or custodian
          appointed for it, the Required Lenders shall have the right, by notice in writing to the Company and such Agent (and the Administrative Agent), to remove such Agent in its capacity as such and, with the consent of the Company (not to be
          unreasonably withheld and except during the continuance of an Event of Default, when no consent shall be required), to appoint a successor. If no successor to a retiring Agent shall have been so appointed by the Required Lenders and shall have
          accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation (for purposes of this paragraph, the “Resignation Effective Date”), then the retiring Agent may, on behalf of the Lenders, appoint a
          successor Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank; provided, that, whether or not a successor shall have been appointed, the Agent’s resignation shall become effective in
          accordance with such notice on the Resignation Effective Date.  Upon the acceptance of its appointment as Administrative Agent or Collateral Agent hereunder by a successor and, during the Collateral and Guarantee Period with respect to the
          Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable  in order to continue the perfection of the Liens granted or
          purported to be granted by the Collateral Documents, the Administrative Agent or Collateral Agent, as applicable, shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring
          Administrative Agent or Collateral Agent and such retiring Agent shall be discharged from its duties and obligations hereunder.  After any Agent’s resignation hereunder, the provisions of this Article and Section 10.03 shall continue in
          effect for the benefit of such retiring 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 it was acting as an Agent.

        
          90

          
            


        

        Each Lender agrees (a) to reimburse each Agent, on demand, in the amount of its pro rata share (based on the
          amount of its Loans and available Commitments hereunder) of any expenses incurred for the benefit of the Lenders by such Agent, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders,
          that shall not have been reimbursed by the Company or any other Loan Party and (b) to indemnify and hold harmless the Agents and their respective Related Parties, on demand, in the amount of such pro rata share, from and against any and all
          liabilities, Taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against it in its capacity as an Agent or
          any of them in any way relating to or arising out of this Agreement or any other Loan Document or action taken or omitted by it or any of them under this Agreement or any other Loan Document, to the extent the same shall not have been reimbursed
          by the Company or any other Loan Party; provided, that, no Lender shall be liable to any Agent or any such other indemnified Person for any portion of such liabilities, Taxes, obligations, losses, damages, penalties, actions,
          judgments, suits, costs, expenses or disbursements that are determined to have resulted from the gross negligence or willful misconduct of such Agent, any of its Related Parties or any of their respective directors, officers, employees or agents.

        Each Lender acknowledges that it has, independently and without reliance upon any Agent, the Arrangers or any
          other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will, independently and without reliance upon
          any Agent, the Arrangers or any other Lender 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 related agreement or any document furnished hereunder or thereunder.  Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making,
          acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to
          such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing.  Each Lender represents and warrants that it is
          sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision
          to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. 

        None of the Lenders identified on the facing page or signature pages of this Agreement or elsewhere herein as
          a “lead arranger”, “bookrunner” or “syndication agent” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such.

        In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization,
          arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or
          otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the
          principal and interest owing and unpaid by the Loan Parties in respect of the Loans 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
          and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and its agents and counsel and all other amounts due the Lenders and the
          Administrative Agent) against the Loan Parties 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, 

        
          91

          
            


        

        sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event
          that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative
          Agent and its agents and counsel, and any other amounts due the Administrative Agent hereunder.  Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender
          any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

        During the Collateral and Guarantee Period, each of the Lenders (including in its capacities as a potential
          Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent, at their respective options and in their respective discretion:

        (a)          to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) upon the expiration or termination of the Commitments and the repayment in full of the principal of
            and interest on each Loan and all fees and other amounts payable hereunder, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition not prohibited
            hereunder or under any other Loan Document, (iii) to the extent such property becomes Excluded Property, or (iv) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 10.02;

         (b)          to subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the
          holder of any Lien on such property that is permitted by Section 6.01(d);

        (c)          to enter into the Pari Passu Intercreditor Agreement;

        (d)          to amend the Security and Pledge Agreement to include as secured obligations thereunder any obligations under any Senior Notes Indenture that pursuant to such Senior Notes Indenture have been required to become Senior Notes Indenture
            Secured Obligations; and

        (e)          to release any Guarantor from its obligations under the Guarantee Agreement and to release all Liens on its property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document if such Person ceases to
            be a Subsidiary (or otherwise becomes an Excluded Subsidiary) as a result of a transaction not prohibited under the Loan Documents; provided, that, no such release shall occur if such Guarantor continues to be a guarantor or a
            borrower in respect of any obligations under any Senior Notes Indenture or any “Obligations” under and as defined in the Term Loan Credit Agreement.

        Upon request of the Administrative Agent or the Collateral Agent at any time, the Required Lenders will
          confirm in writing the Administrative Agent’s or the Collateral Agent’s, as the case may be, authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the
          Guarantee Agreement pursuant to the immediately preceding paragraph.  In each case as specified in the immediately preceding paragraph, the Administrative Agent or the Collateral Agent, as the case may be, will, at the Company’s expense, execute
          and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to
          subordinate its interest in such item, or to release such Guarantor from its obligations under the Guarantee 

        
          92

          
            


        

        Agreement, in each case in accordance with the terms of the Loan Documents and the immediately preceding paragraph.

        Neither the Administrative Agent nor the Collateral Agent shall be responsible for or have a duty to
          ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan
          Party in connection therewith, nor shall any Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

        Each Lender (a) represents and warrants, as of the date such Person became a Lender party hereto, and (b)
          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 the
          Borrowers, 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 Benefit Plans with respect to such Lender’s entrance into,
          participation in, administration of and performance of the Loans, 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 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 Commitments and this Agreement, (C) the entrance
          into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of 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 Commitments and this Agreement, or (iv) such other
          representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. In addition, unless either (1) clause (i) in the immediately preceding sentence is true with
          respect to a Lender or such Lender has provided another representation, warranty and covenant in accordance with clause (iv) in the immediately preceding sentence, 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 the Borrowers, 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 Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any other Loan Document or any documents related hereto or thereto). 

        Except as otherwise expressly set forth herein, no Cash Management Bank or Hedge Bank that obtains the
          benefit of the provisions of the Guarantee Agreement or any Collateral by virtue of the provisions of any Loan Document shall have any right to notice of any action or to consent to, direct or object to any action under any Loan Document or
          otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions any 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 

        
          93

          
            


        

        Article VIII to the contrary, no Agent shall be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations
          arising under Secured Cash Management Agreements and Secured Hedge Agreements, unless such Agent has received a Secured Party Designation Notice with respect to such Obligations, together with such supporting documentation as such Agent may
          request, from the applicable Cash Management Bank or the applicable Hedge Bank, as the case may be; provided, that, notwithstanding the foregoing, no Agent shall be required to verify the payment of, or that other satisfactory
          arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements in the case of the repayment in full of the principal and interest on the Loans and all fees and other amounts
          payable hereunder.

        ARTICLE IX.

          

          Guarantee

         

        

        In order to induce the Lenders to extend credit to the other Borrowers hereunder, the Company hereby
          irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment when and as due of the Obligations of such other Borrowers. The Company further agrees that the due and punctual payment of such Obligations
          may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Obligation.

        The Company waives presentment to, demand of payment from and protest to any Borrower of any of the
          Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Company hereunder shall not be affected by (a) the failure of the Administrative Agent or any Lender to assert any
          claim or demand or to enforce any right or remedy against any Borrower under the provisions of this Agreement, any other Loan Document or otherwise; (b) any extension or renewal of any of the Obligations; (c) any rescission, waiver, amendment or
          modification of, or release from, any of the terms or provisions of this Agreement or any other Loan Document or agreement; (d) any default, failure or delay, willful or otherwise, in the performance of any of the Obligations; or (e) any other
          act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of the Company or otherwise operate as a discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right
          of the Company to subrogation. 

        The Company further agrees that its agreement hereunder constitutes a guarantee of payment when due (whether
          or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by the
          Administrative Agent or any Lender to any balance of any deposit account or credit on the books of the Administrative Agent or any Lender in favor of any Borrower or any other Person.

        The obligations of the Company hereunder shall not be subject to any reduction, limitation, impairment or
          termination for any reason, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of any of the Obligations, any impossibility in the
          performance of any of the Obligations or otherwise.

        The Company further agrees that its obligations hereunder shall continue to be effective or be reinstated, as
          the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Administrative Agent or any Lender upon the bankruptcy or reorganization of any Borrower or otherwise.

        
          94

          
            


        

        In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or
          any Lender may have at law or in equity against the Company by virtue hereof, upon the failure of any other Borrower to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or
          otherwise, the Company hereby promises to and will, upon receipt of written demand by the Administrative Agent or any Lender, forthwith pay, or cause to be paid, to the Administrative Agent or such Lender in cash an amount equal to the unpaid
          principal amount of such Obligations then due, together with accrued and unpaid interest thereon. The Company further agrees that if payment in respect of any Obligation shall be due in a currency other than US Dollars and/or at a place of
          payment other than New York and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Obligation in such currency or at such place of payment shall be
          impossible or, in the reasonable judgment of the Administrative Agent or  such Lender, not consistent with the protection of its rights or interests, then, at the election of the Administrative Agent, the Company shall make payment of such
          Obligation in US Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall indemnify the Administrative Agent and each Lender against any losses or reasonable out-of-pocket expenses that it
          shall sustain as a result of such alternative payment.

        Upon payment by the Company of any sums as provided above, all rights of the Company against any Borrower
          arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations owed by such Borrower to the
          Administrative Agent and the Lenders.

        Nothing shall discharge or satisfy the liability of the Company hereunder except the full performance and
          payment of the Obligations.

        ARTICLE X.

          

          Miscellaneous

        SECTION 10.01.         Notices.

        (a)          Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be
            delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

        (i)          if to the Company or any other Borrower, c/o the Company at 1950 Hassell Road, Hoffman Estates, IL 60169, Attention of General Counsel (Fax No. 847-839-2604), with a copy to Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue
            of the Americas, New York, NY 10019-6064, Attention of Monica K. Thurmond (Fax No. 212-492-0055);

        (ii)          if to any Agent, as follows: (A) if such notice relates to financial/loan activity (including billing, payments and interest rate elections) to Bank of America, Building C, TX2-984-03-23, 2380 Performance Drive, Richardson, TX 75082,
            Attention:  Arlene Minor (Telephone: 469-201-8837; Facsimile: 214-290-9412; Email: Arlene.l.minor@baml.com), and (B) if such notice relates to any other notices (including financial statements, compliance certificates, amendments, consents,
            voting, etc.), to Bank of America, 900 W. Trade St., 6th Floor, NC1-026-06-03, Charlotte, NC 28255, Attention: Melissa Mullis (Telephone: 980-386-9372; Facsimile: 704-409-0617; Email: melissa.mullis@baml.com); and

        
          95

          
            


        

        (iii)          if to any other Lender, to it at its address (or fax number) set forth in its Administrative Questionnaire.

        (b)          Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided, that, the foregoing shall not
            apply to notices under Article II to any Lender if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or any Borrower may,
            in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided, that, approval of such procedures and may be limited to particular
            notices or communications.

        (c)          Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto, or in the case of a Lender, to the Administrative Agent and the Company. All notices and other
            communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

        (d)          THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS
            IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,

        FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY
          ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrowers, any Lender or any
          other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of such Borrower’s or the Administrative Agent’s transmission of Borrower Materials or notices through the
          Platform, any other electronic platform or electronic messaging service, or through the Internet; provided, that, the foregoing shall not apply to the extent such losses, claims, damages, liabilities or expenses result from the
          gross negligence, bad faith or willful misconduct of the Administrative Agent or any of its Related Parties.

        SECTION 10.02.        Waivers;


              Amendments.

        (a)          No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or
            power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the
            Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Borrower
            therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which
            given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement or the making of a Loan shall not be construed as a waiver of any Default, regardless 

        
          96

          
            


        

        of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time.

        (b)          None of this Agreement, any other Loan Document or any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Company
            and the Required Lenders and acknowledged by the Administrative Agent or by the Company and the Administrative Agent with the consent of the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in
            writing entered into by the parties thereto, in each case with the consent of the Required Lenders; provided, that, no such agreement shall (i) increase any Commitment of any Lender without the written consent of such Lender,
            (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon (other than as a result of any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.12(d)), or reduce any fees
            payable hereunder, without the written consent of each Lender adversely affected thereby, (iii) postpone the date of any scheduled payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce
            the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, in each case, without the written consent of each Lender affected thereby (provided, that, nothing shall limit the
            right of each Borrower to extend the Maturity Date pursuant to Section 2.07(d)), (iv) change Section 2.17(b), Section 2.17(c) or the last paragraph of Article VII in a manner that would alter the pro rata sharing
            of payments required thereby, without the written consent of each Lender (it being understood that the addition of additional commitments under this Agreement pursuant to Section 2.07 shall not be deemed to alter such pro rata sharing
            of payments for purposes of this clause (iv)), (v) change any of the provisions of this Section or the percentage set forth in the definition of the term “Required Lenders” or any other provision of this Agreement specifying the
          number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (it being understood that the addition of additional
          commitments under this Agreement pursuant to Section 2.07 shall not be deemed to be a change to the provisions of this Agreement specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder for
          purposes of this clause (v)), (vi) release the Company’s Guarantee hereunder without the written consent of each Lender, (vii) subordinate the Obligations of the Company or any other Borrower to any other Indebtedness without the consent
          of each affected Lender, or (viii) except as contemplated by clause (C) of the immediately following sentence, amend the definition of “Alternative Currency” or Section 1.06 without the consent of each Lender; provided, further,
          that, no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent.  Notwithstanding
          anything else in this Section to the contrary, (A) any amendment of the definition of the term “Applicable Rate” pursuant to the last sentence of such definition shall require only the written consent of the Company and the Required Lenders, (B)
          no consent with respect to any waiver, amendment or modification of this Agreement or any other Loan Document shall be required of (1) any Defaulting Lender, except with respect to any waiver, amendment or modification referred to in clause
            (i), (ii) or (iii) of the first proviso of this paragraph and then only in the event such Defaulting Lender shall be adversely affected by such amendment, waiver or other modification or (2) any Lender that receives payment
          in full of the principal of and interest accrued on each Loan made by, and all other amounts owing to, such Lender or accrued for the account of such Lender under this Agreement and the other Loan Documents at the time such amendment, waiver or
          other modification becomes effective and whose Commitments terminate by the terms and upon the effectiveness of such waiver, amendment or other modification, (C) this Agreement may be amended to amend the definition of “Alternative Currency” and
          make such other changes as are contemplated by Section 1.06 in connection with the approval of any additional currency pursuant 

        
          97

          
            


        

        to Section 1.06 with the consent of the Company and the Administrative Agent, (D) in order to implement additional commitments in accordance with Section


            2.07, this Agreement may be amended for such purpose solely to the extent necessary to implement additional commitments in accordance with Section 2.07 with the consent of the Company, the Administrative Agent and each Increasing
          Lender providing an additional commitment, (E) this Agreement may be amended by the Company and the Administrative Agent to add such provisions as are deemed necessary, in the sole discretion of the Administrative Agent, to facilitate the
          addition of any Borrowing Subsidiary designated pursuant to Section 2.19, and (F) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Company and the Administrative
          Agent to cure any ambiguity, omission, defect or inconsistency so long as, in each case, the Lenders shall have received at least three Business Days prior written notice thereof and the Administrative Agent shall not have received, within three
          Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders, stating that the Required Lenders object to such amendment. Any amendment, waiver or modification effected in accordance with this Section will
          be binding on each Borrowing Subsidiary whether or not such Borrowing Subsidiary shall have consented thereto. 

        SECTION 10.03.        Expenses;


              Indemnity; Damage Waiver.

        (a)          The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Agents, the Arrangers and their respective Affiliates, including the reasonable and documented fees, charges and disbursements of one counsel
            for the Agents and the Arrangers, taken as a whole, in connection with the arrangement and syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents and
          any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable and documented out-of-pocket expenses incurred by any Agent
          or any Lender, including the reasonable and documented fees, charges and disbursements of any counsel for any Agent or any Lender, incurred during any workout, restructuring or negotiations in respect of the Loans or in connection with the
          enforcement or protection of its rights under any Loan Document, including its rights under this Section or in connection with the Loans made hereunder. 

        (b)          The Company shall indemnify each Agent, each Arranger, each Syndication Agent, each Lender and each Related Party of any of the foregoing Persons (each of the foregoing being called an “Indemnitee”), against, and hold each
            Indemnitee harmless from, any and all losses, liabilities and out-of-pocket costs or expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee (whether
            by a third party or by any Borrower or any of its Affiliates, and whether based on contract, tort or any other theory) arising out of, in connection with, or as a result of (i) the arrangement and syndication of the credit facilities provided
            for herein, (ii) the consummation of the Transactions or any other transactions contemplated hereby, (iii) any Loan or the use of the proceeds therefrom, (iv) the execution, delivery or performance by the Company and the Subsidiaries of the
            Loan Documents, or any actions or omissions of the Company or any of the Subsidiaries in connection therewith or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, that, such indemnity shall not, as
            to any Indemnitee, be available to the extent that such losses, liabilities, costs or expenses shall have (A) been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad
            faith or willful misconduct of such Indemnitee, (B) resulted from a claim brought by a Borrower against an Indemnitee or any of its Related Parties for a material 

        
          98

          
            


        

        breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company has obtained a final and nonappealable
          judgment in its favor on such claim as determined by a court of competent jurisdiction to the effect that such a material breach in bad faith has occurred or (C) arisen from any claim, action, suit, inquiry, litigation, investigation or
          proceeding that does not involve an act or omission of the Company or any of its Affiliates and is brought by an Indemnitee against another Indemnitee (other than any claim, action, suit, inquiry, litigation, investigation or proceeding against
          an Agent or an Arranger in its capacity as such).

        (c)          To the extent that the Company fails to pay any amount required to be paid by it under paragraph (a) or (b) of this Section, or any Loan Party fails to pay any amount required to be paid by such Loan Party under Section
            5.03(a) or Section 5.03(b) of the Guarantee Agreement, each Lender severally agrees to pay to the Administrative Agent such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is
            sought) of such unpaid amount; provided, that, the unreimbursed loss, liability, cost or expense, as the case may be, was incurred by or asserted against an Agent or against any Related Party acting for such Agent (or any
            sub-agent) in connection with such capacity. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures and unused Commitments at the time (or most recently) in effect.

        (d)          To the extent permitted by applicable law, no Borrower shall assert, and each Borrower 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 or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof. No Indemnitee referred to in
          paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in
          connection with this Agreement or the other Loan Documents or the Transactions contemplated hereby or thereby, other than for damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee as determined by a final
          nonappealable judgment of a court of competent jurisdiction. 

        (e)          All amounts due under this Section shall be payable within fifteen (15) Business Days after receipt by the Company of a reasonably detailed invoice therefor.

        SECTION 10.04.        Successors


              and Assigns.

        (a)          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 (i) neither the Company nor any other Borrower may assign or
            otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer without such consent shall be
            null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. 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 this Section), the Arrangers, the Syndication Agents and, to the extent expressly contemplated hereby, the sub-agents of
            the Administrative Agent or the Collateral Agent and the Related Parties of each of the Administrative Agent, the Collateral Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

        
          99

          
            


        

        (b)          Subject to the conditions set forth in paragraph (c) below, any Lender may 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 at the time owing to it) to an Eligible Assignee with the prior written consent (such consent not to be unreasonably withheld, delayed or conditioned) of:

        (i)          the Company; provided, that, no consent of the Company shall be required for an assignment to a Lender, an Affiliate of a Lender or a Related Fund, or, if an Event of Default has occurred and is continuing, to any other
            assignee; provided, further, that, the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after
            having received notice thereof; and

        (ii)          the Administrative Agent; provided, that, no consent of the Administrative Agent shall be required for an assignment of any Loan to a Lender or an Affiliate of a Lender.

        (c)          Assignments shall be subject to the following additional conditions:

        (i)          except in the case of an assignment to a Lender, an Affiliate of a Lender or a Related Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or 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) shall not be less than US$5,000,000 unless each of the Company and the Administrative Agent otherwise consents; provided, that, no such consent of the Company shall be required if an Event of
          Default has occurred and is continuing;

        (ii)          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;

        (iii)          unless waived by the Administrative Agent in its sole discretion, the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of
            US$3,500; and

        (iv)          the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

        (d)          Subject to acceptance and recording thereof pursuant to paragraph (e) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the
            extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and
            Assumption, and except as provided by Section 2.16(g), 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 2.14, 2.15, 2.16 and 10.03). Any assignment or transfer by a Lender of rights or obligations
            under this Agreement that does not comply with this Section 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 paragraph (g) of this Section. 

        
          100

          
            


        

        In connection with any assignment by a Lender to an Affiliate of such Lender, unless such Lender is legally required to make such assignment, the Borrowers
          shall not be responsible under Section 2.14 or Section 2.16 for any increased costs in effect at the time of and resulting from such assignment, but shall be responsible for any such increased costs that would have been incurred
          by the assigning Lender absent such assignment.

        (e)          The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its offices 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 Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, 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. The
            Register shall be available for inspection by the Company and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

        (f)          Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the
            processing and recordation fee referred to in paragraph (c) of this Section (unless otherwise waived by the Administrative Agent) and any consent to such assignment required by paragraph (b) or (c) of this Section, the
            Administrative Agent shall record the information contained in such Assignment and Assumption in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in
          this paragraph. 

        (g)          Any Lender may, without the consent of, or notice to, the Company or the Administrative Agent, sell participations to one or more banks or other entities (other than (x) any individual (or a holding company, investment vehicle or trust
            for, or owned and operated for the primary benefit, of any individual), or (y) the Company or any Affiliate of the Company)  (each a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement
            (including all or a portion of its Commitments and the Loans owing to it); provided, that, (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other
            parties hereto for the performance of such obligations and (iii) the Company, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations
            under the Loan Documents. 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 the Loan Documents and to approve any amendment, modification or
            waiver of any provision of the Loan Documents; provided, that, such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described
            in clauses (i), (ii) or (iii) of the first proviso to Section 10.02(b) that affects such Participant. Subject to paragraph (h) of this Section, the Borrowers agree that each Participant shall be entitled
            to the benefits of Sections 2.14, 2.15, and 2.16 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. 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, that, such Participant agrees to be subject to Section 2.17(b) as though it were a Lender. Each
            Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest)
            of each Participant’s interest in the Loans or other obligations under this Agreement or any other Loan Document (the “Participant Register”); 

        
          101

          
            


        

        provided, that, no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of
          any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) to any Person other than a Governmental Authority except to the extent that such disclosure is
          necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error,
          and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the
          Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

        (h)          A Participant shall not be entitled to receive any greater payment under Section 2.14 or Section 2.16 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 Company’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16
            unless such Participant agrees, for the benefit of the applicable Borrower, to comply with Section 2.16(f) as though it were a Lender.

        (i)          Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal
          Reserve Bank or any foreign central bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided, that, no such pledge or assignment of a security interest shall release a Lender from
          any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

        SECTION 10.05.        Survival.
            All covenants, agreements, representations and warranties made by the Borrowers or any other Loan Party herein, in the other Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement
            or any other Loan Document shall be considered to have been relied upon by the other parties hereto or thereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made
            by any such other party or on its behalf and notwithstanding that any Agent, any Arranger, any Syndication Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is
            extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments
            have not expired or terminated. The provisions of Sections 2.14, 2.15, 2.16, 10.03, clause (b) of Section 10.18 and Article VIII shall survive and remain in full force and effect
            regardless of the consummation of the Transactions or the other transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any other Loan Document or
            any provision hereof or thereof.

        SECTION 10.06.       Counterparts;


              Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a
            single contract. This Agreement and the other Loan Documents, any separate letter agreements with respect to fees payable to the Administrative Agent, the Lenders or the Arrangers, and any provisions in any engagement or commitment letter
            executed and delivered by the Company in connection with the transactions contemplated hereby that by the express terms of such engagement or commitment letter survive the execution or effectiveness of this Agreement, constitute the entire
            contract among the parties relating to the 

        
          102

          
            


        

        subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section
            4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of
          the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by fax or other
          electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

        SECTION 10.07.        Severability.
            Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity,
            legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

        SECTION 10.08.        Right


              of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and
            all deposits (general or special, time or demand, provisional or final and in whatever currency denominated) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any
          Borrower against any of and all the obligations of such Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such
          obligations may be unmatured. Each Lender agrees promptly to notify the Administrative Agent after any such set-off and application made by such Lender; provided, that, the failure to give such notice shall not affect the validity
          of such set-off and application. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. 

        SECTION 10.09.         Governing


              Law; Jurisdiction; Consent to Service of Process.

        (a)          This Agreement and each other Loan Document (except, as to any other Loan Document, as expressly set forth therein) shall be construed in accordance with and governed by the law of the State of New York.

        (b)          Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court 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 any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto
            hereby 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 or, to the extent permitted by 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 any other Loan Document
            shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Loan Party or its properties in the courts of any jurisdiction.

        (c)          Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding
            arising out of or relating to this Agreement or any 

        
          103

          
            


        

        other Loan Document or the Transactions in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
          waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

        (d)          Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.01. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto or
            thereto to serve process in any other manner permitted by law.

        SECTION 10.10.      WAIVER


              OF JURY TRIAL. EACH PARTY HERETO HEREBY 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, 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 PARTY HAS REPRESENTED,
          EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY 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 BY, AMONG OTHER
          THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

        SECTION 10.11.        Headings.
            Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

        SECTION 10.12.        Confidentiality;


              Non-Public Information.

        (a)          Each Agent and each Lender agree to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its and its Affiliates’ directors, officers, employees and agents, including
            accountants, legal counsel and other advisors, to Related Funds’ directors and officers and to any direct or indirect contractual counterparty in swap agreements (it being understood that each Person to whom such disclosure is made will be
            informed of the confidential nature of such Information and instructed to keep such Information confidential), (ii) to the extent requested by any regulatory authority (including any self-regulatory authority) having jurisdiction over such
            Lender, (iii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement, (v) to the extent required or advisable in the judgment of counsel in connection with
            any suit, action or proceeding relating to the enforcement of rights of the Agents or the Lenders against the Borrowers or any other Loan Party under this Agreement or any other Loan Document, (vi) subject to an agreement containing provisions
            substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or
            its advisors) to any swap or derivative transaction or any credit insurance provider relating to the Borrowers and their obligations, (vii) with the consent of the Company or (viii) to the extent such Information (A) becomes publicly available
            other than as a result of a breach of this Section of which such Agent or such Lender is aware or (B) becomes available to any Agent or any Lender on a nonconfidential basis from a source other than the Company other than as a result of a
            breach of this Section of which such Agent or Lender is aware. For the purposes of this Section, “Information” means all information received from the Company relating to the Company or its business, other than any 

        
          104

          
            


        

        such information that is available to any Agent or any Lender on a nonconfidential basis prior to disclosure by the Company other than as a result of a
          breach of this Section of which such Agent or such Lender is aware. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person
          has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

        (b)          Each Lender acknowledges that Information furnished to it pursuant to this Agreement may include material non-public information concerning the Company and its Related Parties or the Company’s securities, and confirms that it has
            developed compliance procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance with those procedures and applicable law, including Federal and state securities
            laws.

         (c)          All information, including requests for waivers and amendments, furnished by the Company, the Subsidiaries or the Administrative Agent pursuant
          to, or in the course of administering, this Agreement will be syndicate-level information, which may contain material non-public information about the Company, the Subsidiaries and their Related Parties or the Company’s securities. Accordingly,
          each Lender represents to the Borrowers and the Administrative Agent that it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its
          compliance procedures and applicable law, including Federal and state securities laws.

        SECTION 10.13.          Conversion


              of Currencies.

        (a)          If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate
            of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final
            judgment is given.

        (b)          The obligations of each Borrower in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment
              Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum
            adjudged to be so due in the Judgment Currency, the Applicable Creditor may, in accordance with normal banking procedures in the relevant jurisdiction, 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 Applicable Creditor in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against
            such loss. The obligations of the Borrowers contained in this Section shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.

        SECTION 10.14.          Interest


              Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law
            (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate
            of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the 

        
          105

          
            


        

        Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of
          this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at
          the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

        SECTION 10.15.        Patriot


              Act. Each Lender and the Administrative Agent hereby notifies each Borrower that pursuant to the Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and
            address of such Borrower and other information that will allow such Lender and the Administrative Agent to identify such Borrower in accordance with the Patriot Act.  Each Borrower agrees to provide to each Lender and the Administrative
          Agent, upon request, with all documentation and other information reasonably requested by such Lender or the Administrative Agent for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations,
          including the Patriot Act and the Beneficial Ownership Regulation. 

        SECTION 10.16.        No
              Fiduciary Relationship. Each Borrower, on behalf of itself and the Subsidiaries, agrees that in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, each Borrower, the
            Subsidiaries and their Affiliates, on the one hand, and the Agents, the Lenders and their Affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the
            Agents, the Lenders or their Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications. Each Borrower, on behalf of itself, the Subsidiaries and its and their respective Affiliates,
            waives and releases, to the fullest extent permitted by law, any claims that such Borrower, the Subsidiaries or such Affiliates may have against any Agent, any Person identified on the facing page or signature pages of this Agreement or
            elsewhere herein as a “syndication agent”, any Lender or any Affiliate of any of the foregoing in respect of any breach or alleged breach of agency or fiduciary duty.

        SECTION 10.17.      Electronic


              Execution. This Agreement, any other Loan Document, and any other document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement or any other Loan
            Document (each a “Communication”), including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using an Electronic Signature.  Each Borrower agrees that any Electronic Signature on
            or associated with any Communication shall be valid and binding on such Borrower to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding
            obligation of such Borrower enforceable against such Borrower in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered.  Any Communication may be executed in as many counterparts as
            necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication.  For the avoidance of doubt, the authorization under this Section may include use or acceptance by the
            Administrative Agent and each of the Lenders of a manually signed paper Communication which has been converted into electronic form (such as scanned into .pdf format), or an electronically signed Communication converted into another format, for
            transmission, delivery and/or retention.  The Administrative Agent and each of the Lenders may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be
            deemed created in the ordinary course of the such Person’s business, and destroy the original paper document.  All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all
            purposes, and shall have the same legal effect, validity and enforceability as a paper record to the fullest extent permitted by applicable law.  Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no
            obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, that, without limiting the foregoing, (a) to the
            extent the Administrative Agent 

        
          106

          
            


        

        has agreed to accept such Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given
          by or on behalf of such Borrower without further verification, and (b) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by such manually executed counterpart.  For purposes hereof, “Electronic
            Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

        SECTION 10.18.        Payments


              Set Aside. To the extent that any payment by or on behalf of any Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises any 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 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 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 greater (i) the Federal Funds Effective Rate
            from time to time in effect and (ii) an overnight rate from time to time in effect and determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

        SECTION 10.19.        Limitation


              on Liability of Foreign Loan Parties. It is the intent of the parties to this Agreement, and the parties hereby agree that, notwithstanding any provision of this Agreement or any other Loan Document to the contrary, no Loan Party that is
            not a Domestic Loan Party shall be liable for any Obligations of any Domestic Loan Party.

        SECTION 10.20.       Acknowledgement


              and Consent to Bail-In of Affected 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 Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable 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 the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an Affected 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 Affected Financial Institution, its parent undertaking, 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

        the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the
          applicable Resolution Authority.

        
          107

          
            


        

        SECTION 10.21.        Acknowledgement


              Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Hedging Agreement 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), 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. 

        [remainder of page intentionally blank]

         

        

         

        

         

        

        
          108

          
            


        

        

        

        Exhibit G 

      

    

    

    

    Form of Guarantee Agreement

    

    

    See attached.

     

    

     

    

    
      
        


    

     

    

    
      	
               

              

               

              

              GUARANTEE AGREEMENT

               

              

              dated as of

               

              

              [__],

               

              

              among

               

              

              CDK GLOBAL, INC.,

               

              

              THE SUBSIDIARIES OF CDK GLOBAL, INC. PARTY HERETO,

               

              

              and

               

              

              BANK OF AMERICA, N.A.,

              as Administrative Agent

               

              

               

              

            


      

      

      

      

      
        
          


      

      GUARANTEE AGREEMENT, dated as of [__] (this “Agreement”), among CDK GLOBAL, INC., a Delaware corporation
        (the “Company”), the Subsidiaries of the Company identified as “Guarantors” on the signature pages hereto (the Company, the Subsidiaries of the Company identified as “Guarantors” on the signature pages hereto and such other parties that may
        become Guarantors after the date hereof, each a “Guarantor”), and BANK OF AMERICA, N.A., in its capacity as the Administrative Agent.

      Reference is made to that certain Revolving Credit Agreement, dated as of August 17, 2018 (as amended,
        restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A.,
        as Administrative Agent.  The Lenders have agreed to extend credit to the Borrowers on the terms and subject to the conditions set forth in the Credit Agreement.  The Guarantors will derive substantial benefits from the extensions of credit made to
        the Borrowers pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in accordance with the terms of the Credit Agreement.  Accordingly, the parties hereto agree as follows:

      ARTICLE I

        

        DEFINITIONS

      SECTION 1.01.          Defined

            Terms.

      (a)          Each capitalized term used but not defined herein and defined in the Credit Agreement shall have the meaning specified in the Credit Agreement.

      (a)          The rules of construction specified in Section 1.03 of the Credit Agreement also apply to this Agreement, mutatis mutandis.

      SECTION 1.02.          Other

            Defined Terms.  As used in this Agreement, the following terms have the meanings specified below:

      “Agreement” has the meaning assigned to such term in the introductory paragraphs hereto.

      “Agreement Currency” has the meaning assigned to such term in Section 5.12(b).

      “Applicable Creditor” has the meaning assigned to such term in Section 5.12(b).

      “Company” has the meaning assigned to such term in the introductory paragraphs hereto.

      “Credit Agreement” has the meaning assigned to such term in the introductory paragraphs hereto.

      “Guarantor” has the meaning assigned to such term in the introductory paragraphs hereto.

      “Judgment Currency” has the meaning assigned to such term in Section 5.12(b).

      “Qualified ECP Guarantor” means, at any time, each Guarantor 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 Section 1a(18)(A)(v)(II) of the Commodity Exchange
        Act.

      
        
          


      

      
      “Supplement” means an agreement substantially in the form of Exhibit

          A, or any other form approved by the Administrative Agent.

      ARTICLE II

        

        GUARANTEE

      SECTION 2.01.         Guarantee. 

          In addition to, and not in any way in limitation of, the guarantee provide by the Company pursuant to Article IX of the Credit Agreement, each Guarantor hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a
          surety, the payment when and as due of the Obligations; provided, that, (a) the Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor, and (b) the liability of each Guarantor
          individually with respect to such Guarantor’s obligations under this Section 2.01 shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548
          of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law.  Each Guarantor further agrees that the due and punctual payment of such Obligations may be extended or renewed, in whole or in part, without
          notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Obligation.

      Each Guarantor waives presentment to, demand of payment from and protest to any Borrower or any other Guarantor
        of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment.  The obligations of each Guarantor hereunder shall not be affected by: (a) the failure of the Administrative Agent or any
        Lender to assert any claim or demand or to enforce any right or remedy against any Borrower or any other Guarantor under the provisions of the Credit Agreement or any other Loan Document or otherwise; (b) any extension or renewal of any of the
        Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of the Credit Agreement or any other Loan Document; (d) any default, failure or delay, willful or otherwise, in the performance
        of any of the Obligations; or (e) any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of a guarantor as a matter of law or equity
        or which would impair or eliminate any right of such Guarantor to subrogation.

      Each Guarantor further agrees that its agreement hereunder constitutes a guarantee of payment when due (whether
        or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by the
        Administrative Agent or any Lender to any balance of any deposit account or credit on the books of the Administrative Agent or any Lender in favor of any Borrower or any other Person.

      The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or
        termination for any reason, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of any of the Obligations, any impossibility in the
        performance of any of the Obligations or otherwise.

      Each Guarantor further agrees that its obligations hereunder shall continue to be effective or be reinstated,
        as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Administrative Agent or any Lender upon the bankruptcy or reorganization of any Borrower, any other Guarantor or
        otherwise.

      
        2

        
          


      

      In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any
        Lender may have at law or in equity against any Guarantor by virtue hereof, upon the failure of any Borrower or any other Guarantor to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of
        prepayment or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Administrative Agent or any Lender, forthwith pay, or cause to be paid, to the Administrative Agent or such Lender in cash an amount equal to
        the unpaid principal amount of such Obligations then due, together with accrued and unpaid interest thereon.  Each Guarantor further agrees that if payment in respect of any Obligations shall be due in a currency other than US Dollars and/or at a
        place of payment other than New York and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war, or civil disturbance or other event, payment of such Obligation in such currency or at such place of payment shall
        be impossible or, in the reasonable judgment of the Administrative Agent or such Lender, not consistent with the protection of its rights or interests, then, at the election of the Administrative Agent, such Guarantor shall make payment of such
        Obligation in US Dollars (based upon the applicable Exchange Rate in effect on the date of payment) and/or in New York, and shall indemnify the Administrative Agent and each Lender against any losses or reasonable out-of-pocket expenses that it
        shall sustain as a result of such alternative payment.

      Upon payment by the Guarantors of any sums as provided above, all rights of the Guarantors against any Borrower
        or any other Guarantor arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations.

      Nothing shall discharge or satisfy the liability of any Guarantor hereunder except the full performance and
        payment of the Obligations.

      SECTION 2.02.        Keepwell. 

          Each Guarantor that is a Qualified ECP Guarantor at the time this Agreement or the grant of a Lien under the Loan Documents, in each case, 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 the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and
          undertakings under Section 2.01 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

            2.02 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full.  Each Guarantor intends this Section 2.02 to constitute, and this Section 2.02 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.

      SECTION 2.03.          Condition

            of the Borrowers.  Each Guarantor hereby acknowledges that it has received a copy of the Credit Agreement, has reviewed and understands same and agrees to comply with all of its obligations set forth therein.  Each Guarantor acknowledges
          and agrees that it has the sole responsibility for, and has adequate means of, obtaining from each Borrower and any other Guarantor such information concerning the financial condition, business and operations of such Borrower and any such other
          Guarantor as such Guarantor requires, and that neither the Administrative Agent nor any Lender has any duty, and such Guarantor is not relying on the Administrative Agent or any Lender at any time, to disclose to it any information relating to
          the business, operations or financial condition of any Borrower or any other Guarantor (each Guarantor waiving any duty on the part of the Administrative 

      
        3

        
          


      

      Agent and the Lender to disclose such information and any defense relating to the failure to provide the same).

      SECTION 2.04.          Appointment

            of the Company.  Each Guarantor hereby appoints the Company to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and therewith
          and agrees that (a) the Company may execute such documents and provide such authorizations on behalf of such Guarantors as the Company deems appropriate in its sole discretion (and each Guarantor shall be obligated by all of the terms of any such
          document and/or authorization executed on its behalf), (b) any notice or communication delivered by the Administrative Agent or a Lender to the Company shall be deemed delivered to each Guarantor, and (c) each of the Administrative Agent and any
          Lender may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Company on behalf of each of the Guarantors.

      ARTICLE III

        

        REMEDIES

      SECTION 3.01.          Remedies

            Upon Default.  Upon the occurrence and during the continuation of an Event of Default, after the exercise of remedies provided for in Article VII of the Credit Agreement (or after the Loans have automatically become immediately due and
          payable as set forth in Article VII of the Credit Agreement), any payments under this Agreement in respect of the Obligations, when received by the Administrative Agent or any other holders of the Obligations in cash or its equivalent, will be
          applied by the Administrative Agent in reduction of the Obligations 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 Sections 2.14, 2.15, 2.16 and 2.18 of the Credit Agreement) 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 and interest and Additional Obligations) payable to the holders of the Obligations (including fees, charges and disbursements of counsel to the respective holders of the Obligations and amounts payable under
        Sections 2.14, 2.15, 2.16 and 2.18 of the Credit Agreement), ratably among them in proportion to the respective amounts described in this clause second payable to them;

      third, to payment of that portion of the Obligations constituting interest on the
        Loans, ratably among the holders of the Obligations in proportion to the respective amounts described in this clause third held by them;

      fourth, to payment of that portion of the Obligations constituting (a) unpaid
        principal of the Loans, and (b) the Additional Obligations, ratably among the holders of the Obligations in proportion to the respective amounts described in this clause fourth held by them;

      fifth, to payment of all other obligations and other obligations which shall have
        become due and payable and not repaid pursuant to clauses first through clauses fourth above, ratably among the holders of the Obligations in proportion to the respective amounts described in this clause fifth held by them;
        and

      
        4

        
          


      

      sixth, the balance, if any, after all of the Obligations owing have been indefeasibly
        paid in full, to the Company or as otherwise required by any law.

      SECTION 3.02.        Excluded

            Swap Obligations; Additional Obligations.  Notwithstanding anything set forth in Section 3.01, (a) 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 Guarantors to preserve the allocation to Obligations otherwise contemplated by Section 3.01, and (b) Obligations arising under Secured Cash Management
          Agreements and Secured Hedge Agreements shall be excluded from the application described in Section 3.01 if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the
          Administrative Agent may request, from the applicable Cash Management Bank or the applicable Hedge Bank, as the case may be.  Each Cash Management Bank or 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 VIII of the Credit Agreement for itself and its Affiliates as if a “Lender” party
          to the Credit Agreement.

      ARTICLE IV

        

        REPRESENTATIONS AND WARRANTIES; COVENANTS

      SECTION 4.01.         Representations

            and Warranties.  Each Guarantor hereby represents and warrants to the Administrative Agent and each Lender each representation and warranty applicable to it contained in Article III of the Credit Agreement as, when and to the extent
          required by the Credit Agreement, each of which is incorporated by reference herein as if fully set forth herein.  No Guarantor is an Affected Financial Institution.

      SECTION 4.02.         Covenants. 

          Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees and other amounts payable hereunder have been paid in full, each Guarantor covenants and agrees that it will perform and observe, and
          cause each of its subsidiaries to perform and observe, all of the terms, covenants and agreements set forth in the Loan Documents (including Articles V and VI of the Credit Agreement) that are required to be, or that the Company has agreed to
          cause to be, performed or observed by such Guarantor or such subsidiary, each of which is incorporated herein by reference as if fully set forth herein.

      ARTICLE V

        

        MISCELLANEOUS

      SECTION 5.01.          Notices. 

          All communications and notices required or permitted to be given under this Agreement shall be in conformance with Section 10.01 of the Credit Agreement (it being understood and agreed that any communication or notice hereunder to any Guarantor
          shall be given to it in care of the Company in the manner provided in Section 10.01 of the Credit Agreement).

      SECTION 5.02.         Waivers;

            Amendment.  This Agreement and the provisions hereof may not be waived, amended or modified except as set forth in Section 10.02(b) of the Credit Agreement.  No failure or delay by the Administrative Agent or any Lender in exercising any
          right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further
          exercise thereof or the exercise of any other right or power.  The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or 

      
        5

        
          


      

      remedies that they would otherwise have.  No waiver of any provision of this Agreement or consent to any departure by any Guarantor therefrom shall in any event be effective
        unless the same shall be permitted by this Section 5.02, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

      SECTION 5.03.          Expenses;

            Indemnity; Damage Waiver.

      (a)          The Guarantors jointly and severally agree to reimburse the expenses, fees, charges and disbursements incurred in connection with this Agreement as provided in Section 10.03(a) of the Credit Agreement as if each reference therein to the
          Company were a reference to the Guarantors.

      (a)          The Guarantors jointly and severally agree to indemnify and hold harmless each Indemnitee as provided in Section 10.03(b) of the Credit Agreement as if each reference to the Company therein were a reference to the Guarantors.

      (b)          To the extent permitted by applicable law, no Guarantor shall assert, and each Guarantor 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 thereby, the Transactions, any Loan or the use of the proceeds thereof.  No
          Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with
          this Agreement or the other Loan Documents or the Transactions contemplated hereby or thereby, other than for damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee as determined by a final nonappealable
          judgment of a court of competent jurisdiction.

      (c)          All amounts due under this Section 5.03 shall be payable within 15 Business Days after receipt of a reasonably detailed invoice therefor.

      SECTION 5.04.         Successors

            and Assigns.  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 no Guarantor may assign or otherwise transfer any
          of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer without such consent 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 the Credit Agreement), the Arrangers, the Syndication Agents
          and, to the extent expressly contemplated by the Credit Agreement, the sub-agents of the Administrative Agent and the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by
          reason of this Agreement.

      SECTION 5.05.         Survival.  All covenants, agreements, representations and warranties made by the Guarantors herein, in the other Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to
          this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto or thereto and shall survive the execution and delivery of this Agreement, regardless of any investigation made by any such other
          party or on its behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under the Credit Agreement is outstanding and unpaid and so long as the 

      
        6

        
          


      

      Commitments have not expired or terminated.  The provisions of Sections 5.03 and 5.12 and clause (b) of Section 5.16 shall survive and remain in
        full force and effect regardless of the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.

      SECTION 5.06.         Counterparts. 

          This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an
          executed counterpart of a signature page of this Agreement by fax or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

      SECTION 5.07.          Severability. 

          Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity,
          legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

      SECTION 5.08.          Right

            of Set-Off.  If an Event of Default shall have occurred and be continuing, each Guarantor agrees that each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to
          set off and apply any and all deposits (general or special, time or demand, provisional or final and in whatever currency denominated) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or
          the account of such Guarantor against any of and all the obligations of such Guarantor now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement
          and although such obligations may be unmatured.  Each Lender shall be required to promptly to notify the Administrative Agent after any such set-off and application made by such Lender; provided, that, the failure to give such
          notice shall not affect the validity of such set-off and application.  The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

      SECTION 5.09.          Governing

            Law; Jurisdiction; Consent to Service of Process.

      (a)          This Agreement shall be construed in accordance with and governed by the law of the State of New York.

      (b)          Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court 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 any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby
          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 or, to the extent permitted by 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 any other Loan Document shall
          affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Guarantor or its properties in the courts of any jurisdiction.

      (c)          Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to 

      
        7

        
          


      

      the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document or the Transactions in any
        court referred to in paragraph (b) of this Section.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such
        court.

      (d)          Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.01.  Nothing in this Agreement or any other Loan Document will affect the right of any party hereto or thereto
          to serve process in any other manner permitted by law.

      SECTION 5.10.        WAIVER

            OF JURY TRIAL.  EACH PARTY HERETO HEREBY 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, 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 PARTY HAS REPRESENTED, EXPRESSLY
          OR OTHERWISE, THAT SUCH OTHER PARTY 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 BY, AMONG OTHER THINGS, THE
          MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

      SECTION 5.11.          Headings. 

          Article and Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

      SECTION 5.12.          Conversion

            of Currencies.

      (a)          If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate
          of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final
          judgment is given.

      (b)          The obligations of each Guarantor in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment
            Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum
          adjudged to be so due in the Judgment Currency, the Applicable Creditor may, in accordance with normal banking procedures in the relevant jurisdiction, 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 Applicable Creditor in the Agreement Currency, such Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against
          such loss.

      SECTION 5.13.          Patriot

            Act.  The Administrative Agent hereby notifies each Guarantor that pursuant to the Patriot Act, each Lender and the Administrative Agent is required to obtain, verify and 

      
        8

        
          


      

      record information that identifies each Guarantor, which information includes the name and address of each Guarantor and other information that will allow such Lender and the
        Administrative Agent to identify such Guarantor in accordance with the Patriot Act.  Each Guarantor agrees to provide to each Lender and the Administrative Agent, upon request, with all documentation and other information reasonably requested by
        such Lender or the Administrative Agent for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation.

      SECTION 5.14.          No
            Fiduciary Relationship.  Each Guarantor agrees that in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, the Guarantors, on the one hand, and the Administrative Agent, the
          Lenders and their Affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Administrative Agent, the Lenders or their Affiliates, and no such duty
          will be deemed to have arisen in connection with any such transactions or communications.  Each Guarantor waives and releases, to the fullest extent permitted by law, any claims that such Guarantor may have against the Administrative Agent, any
          Person identified on the facing page or signature pages of the Credit Agreement or elsewhere as a “syndication agent”, any Lender or any Affiliate of any of the foregoing in respect of any breach or alleged breach of agency or fiduciary duty.

      SECTION 5.15.        Electronic

            Execution.  Subject to Section 10.17 of the Credit Agreement, this Agreement may be in the form of an Electronic Record and may be executed using Electronic Signatures (including facsimile and .pdf) and shall be considered an original, and
          shall have the same legal effect, validity and enforceability as a paper record.  This Agreement may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are
          one and the same Agreement.  For the avoidance of doubt, the authorization under this paragraph may include use or acceptance by the Administrative Agent of a manually signed paper Communication which has been converted into electronic form (such
          as scanned into .pdf), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention.

      SECTION 5.16.        Payments

            Set Aside.  To the extent that any payment by or on behalf of any Guarantor is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises any 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 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 shall 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 greater (i) the Federal Funds Effective Rate from time to time in effect
          and (ii) an overnight rate from time to time in effect and determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

      SECTION 5.17.          Acknowledgement

            Regarding Any Supported QFCs.  The terms of Section 10.21 of the Credit Agreement with respect to acknowledgement regarding any Supported QFCs is incorporated herein by reference, mutatis mutandis,
          and the parties hereto agree to such terms.

      SECTION 5.18.          Termination

            or Release.  This Agreement shall remain in full force and effect until such time as the Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated, at which time this Agreement
          shall automatically 

      
        9

        
          


      

      terminate.  Upon the termination of this Agreement, the Administrative Agent shall, upon the request and at the expense of the Guarantors, execute and deliver all documents
        reasonably requested by the Guarantors to evidence such termination.

      SECTION 5.19.          Additional

            Subsidiaries.  At any time after the execution of this Agreement, each Subsidiary that is required to become a Guarantor shall become a party to this Agreement upon execution and delivery by the Administrative Agent and such Subsidiary of a
          Supplement and, immediately upon such execution and delivery, and without any further action, such Subsidiary shall (a) become a party to this Agreement as a Guarantor and shall have all of the rights and obligations of a Guarantor hereunder, and
          (b) be deemed to have to have made the representations and warranties set forth or incorporated herein, and shall be bound by all of the terms, covenants and conditions hereof or incorporated herein to the same extent as if such Subsidiary had
          executed this Agreement on the original date hereof.  The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any additional Subsidiary as a party to this Agreement.

      [Signature Pages Follow]

       

      

       

      

      
        10

        
          


      

      

      

      IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above
        written.

      	
              GUARANTORS:

            	
              CDK GLOBAL, INC.,

            	 
	 	
              a Delaware corporation

            	 
	 	 	 	 
	 	
              By:

            	 	 
	 	
              Name:

            	 	 
	 	
              Title:

            	 	 
	 	 	 	 
	 	
              [GUARANTOR],

            	 
	 	
              a [__]

            	 
	 	 	 	 
	 	
              By:

            	 	 
	 	
              Name:

            	 	 
	 	
              Title:

            	 	 
	 	 	 	 
	 	
              [GUARANTOR],

            	 	 
	 	
              a [__]

            	 	 
	 	 	 
	 	
              By:

            	 	 
	 	
              Name:

            	 	 
	 	
              Title:

            	 	 
	 	 	 	 


      

      

      

      

      
        
          


      

      

      

      

      

      	
              ADMINISTRATIVE AGENT:

            	
              BANK OF AMERICA, N.A.,

            	 
	 	
              as Administrative Agent

            	 
	 	 	 	 
	 	
              By:

            	 	 
	 	
              Name:

            	 	 
	 	
              Title:

            	 	 


      

      

      

      

      

      

      
        
          


      

      EXHIBIT A

      [FORM OF] SUPPLEMENT

      SUPPLEMENT NO. [__], dated as of [__] (this “Supplement”), to that certain Guarantee Agreement, dated as
        of [__] (as amended, restated, supplemented or otherwise modified from time to time, the “Guarantee Agreement”), by and among CDK GLOBAL, INC., a Delaware corporation, the other Guarantors party thereto, and BANK OF AMERICA, N.A., as
        Administrative Agent.  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guarantee Agreement or (in the case of terms that are defined in the Credit Agreement and not defined in the
        Guarantee Agreement) in the Credit Agreement.  The rules of construction specified in Section 1.03 of the Credit Agreement shall apply to this Supplement, mutatis mutandis.

      The undersigned Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the
        requirements of the Credit Agreement to become a Guarantor under the Guarantee Agreement.

      Accordingly, the Administrative Agent and the New Subsidiary agree as follows:

      SECTION 1.  In accordance with Section 5.19 of the Guarantee Agreement, the New Subsidiary by its signature
        below becomes a Guarantor under the Guarantee Agreement with the same force and effect as if originally named therein as a Guarantor.  The New Subsidiary hereby (a) agrees to all the terms and provisions of the Guarantee Agreement applicable to it
        in such capacity, and (b) represents and warrants that the representations and warranties made by it in such capacity thereunder are true and correct on and as of the date hereof.  In furtherance of the foregoing, the New Subsidiary hereby
        irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment when and as due of the Obligations as provided in Section 2.01 of the Guarantee Agreement.  Each reference to a Guarantor in the Guarantee
        Agreement shall be deemed to include the New Subsidiary.  The Guarantee Agreement is hereby incorporated herein by reference.

      SECTION 2.  The New Subsidiary represents and warrants that this Supplement (a) has been duly authorized by all
        necessary organization and, if required equity holder action, and (b) has been duly executed and delivered by the New Subsidiary and constitutes a legal, valid and binding obligation of the New Subsidiary, enforceable in accordance with its terms,
        subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

      SECTION 3.  This Supplement may be executed in counterparts (and by different parties hereto on different
        counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Supplement by fax or other electronic image scan
        transmission shall be effective as delivery of a manually executed counterpart of this Supplement.  Subject to Section 10.17 of the Credit Agreement, this Supplement may be in the form of an Electronic Record and may be executed using Electronic
        Signatures (including facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record.  This Supplement may be executed in as many counterparts as necessary or convenient,
        including both paper and electronic counterparts, but all such counterparts are one and the same Supplement.  For the avoidance of doubt, the authorization under this paragraph may include use or acceptance by the Administrative Agent of a manually
        signed paper Communication which has been converted into electronic form (such as scanned into .pdf), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention.

      
        
          


      

      SECTION 4.  The New Subsidiary hereby waives acceptance by the Administrative Agent of the guaranty by the New
        Subsidiary under Section 2.01 of the Guarantee Agreement upon the execution of this Supplement by the New Subsidiary.

      SECTION 5.  Any provision of this Supplement held to be invalid, illegal or unenforceable in any jurisdiction
        shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular
        provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

      SECTION 6.  All communications and notices hereunder shall be in writing and given as provided in Section 5.01
        of the Guarantee Agreement.

      SECTION 7.  The terms of Section 10.21 of the Credit Agreement with respect to acknowledgement regarding any
        Supported QFCs is incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

      SECTION 8.  This Supplement shall be construed in accordance with and governed by the law of the State of New
        York.  The provisions of Sections 5.09(b), (c), and (d) and Section 5.10 of the Guarantee Agreement are hereby incorporated by reference herein as if set forth in full force herein, mutatis mutandis.

      [Signature Pages Follow]

       

      

      A-2

      

      
        
          


      

      IN WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly executed this Supplement as of
        the day and year first above written.

      	
              NEW SUBSIDIARY:

            	
              [NEW SUBSIDIARY],

            	 
	 	
              a [__]

            	 
	 	 	 	 
	 	
              By:

            	 	 
	 	
              Name:

            	 	 
	 	
              Title:

            	 	 
	 	 	 	 
	
              ADMINISTRATIVE AGENT:

            	
              BANK OF AMERICA, N.A.,

            	 
	 	
              as Administrative Agent

            	 
	 	 	 	 
	 	
              By:

            	 	 
	 	
              Name:

            	 	 
	 	
              Title:

            	 	 


      

      

    

    
      
        


    

    

    

    Exhibit H

    

    

    Form of Security and Pledge Agreement

    

    

    See attached.

     

    

    
      
        


    

    
      

      

      
        	
                 

                

                SECURITY AND PLEDGE AGREEMENT

                 

                

                dated as of

                 

                

                [__],

                 

                

                among

                 

                

                CDK GLOBAL, INC.,

                 

                

                THE SUBSIDIARIES OF CDK GLOBAL, INC. PARTY HERETO,

                 

                

                and

                 

                

                BANK OF AMERICA, N.A.,

                as Collateral Agent

                 

                

                 

                

              


        

        

        

        

        
          
            


        

        SECURITY AND PLEDGE AGREEMENT, dated as of [__] (this “Agreement”), among CDK GLOBAL, INC., a Delaware
          corporation (the “Company”), the Subsidiaries of the Company identified as “Grantors” on the signature pages hereto (the Company, the Subsidiaries of the Company identified as “Grantors” on the signature pages hereto and such other parties
          that may become Grantors after the date hereof, each a “Grantor”), and BANK OF AMERICA, N.A. (“Bank of America”), in its capacity as the Collateral Agent.

        The parties hereto agree as follows:

        ARTICLE I

          

          DEFINITIONS; RULES OF CONSTRUCTION; COLLATERAL LIMITATIONS

        SECTION 1.01          Defined

              Terms.  As used in this Agreement, the following terms have the meanings specified below:

        “Accession” means an “Accession” (as such term is defined in Article 9 of the UCC).

        “Account” means an “Account” (as such term is defined in Article 9 of the UCC).

        “Account Debtor” means an “Account debtor” (as such term is defined in Article 9 of the UCC).

        “Affiliate” means, with respect to a specified 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.

        “Agreement”  has the meaning assigned to such term in the introductory paragraphs hereto.

        “Article 9 Collateral” has the meaning assigned to such term in Section 3.01(a).

        “Bank of America” has the meaning assigned to such term in the introductory paragraphs hereto.

        “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.

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

        “CFC” means (a) each Person that is a “controlled foreign corporation” for purposes of the Code, and
          (b) each Subsidiary of any such Person.

        “CFC Holding Company” means each Domestic Subsidiary that has no material assets other than the Equity
          Interests of one or more (a) CFCs, or (b) Persons described in this definition.

        “Chattel Paper” means a “Chattel paper” (as such term is defined in Article 9 of the UCC).

        “Code” means the Internal Revenue Code of 1986, as amended from time to time.

        “Collateral” means, collectively, the Article 9 Collateral and the Pledged Collateral.

        “Collateral Agent” means Bank of America, or any successor appointed in accordance with the Loan
          Documents.  Unless the context requires otherwise, the term “Collateral Agent” shall include any

        
          
            


        

        Affiliate of Bank of America through which Bank of America shall determine to perform any of its obligations in such capacity in
          accordance with the Loan Documents.

        “Commercial Tort Claim” means a “Commercial tort claim” (as such term is defined in Article 9 of the
          UCC).

        “Commodity Account” means a “Commodity account” (as such term is defined in Article 9 of the UCC).

        “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

        “Communication” has the meaning assigned to such term in Section 6.11.

        “Company” has the meaning assigned to such term in the introductory paragraphs hereto.

        “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.

        “Copyright License” means any written agreement, now or hereafter in effect, granting to any Person
          any right to use any Copyright owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any Copyright owned by any other Person or that any other Person otherwise has the right to
          license, and all rights of any Grantor under any such agreement.

        “Copyrights” means, with respect to any Person, all of the following now owned or hereafter acquired
          by such Person: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country or any political subdivision thereof, whether as author, assignee, transferee or otherwise, (b) all registrations and
          applications for registration of any such copyright in the United States or any other country, including, registrations, recordings, supplemental registrations, pending applications for registration, and renewals in the United States Copyright
          Office (or any similar office in any other country or any political subdivision thereof), including, in the case of any Grantor, any of the foregoing set forth under its name on Schedule III, and (c) any other rights related or
          appurtenant to the foregoing, including moral rights.

        “Covered Entity” means any of the following, (a) a “covered entity” as that term is defined in, and
          interpreted in accordance with, 12 C.F.R. § 252.82(b), (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with,
          12 C.F.R. § 382.2(b).

        “Covered Party” has the meaning assigned to such term in Section 6.13.

        “Default” means (a) any Default (as defined in the Term Loan Credit Agreement), (b) any Default (as
          defined in the Revolving Credit Agreement), and (c) solely for the purposes of Section 5.03, any “Default” (or similar event, however defined) under any Senior Notes Indenture.

        “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.

        “Deposit Account” means a “Deposit account” (as such term is defined in Article 9 of the UCC).

        
          2

          
            


        

        “Document” means a “Document” (as such term is defined in Article 9 of the UCC).

        “Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, any
          state thereof or the District of Columbia.

        “Electronic Copy” has the meaning assigned to such term in Section 6.11.

        “Electronic Record” has the meaning assigned to such term in Section 6.11.

        “Electronic Signature” has the meaning assigned to such term in Section 6.11.

        “Equipment” means “Equipment” (as such term is defined in Article 9 of the UCC).

        “Equity Interests” means shares of capital stock, partnership interests, membership interests in a
          limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

        “Event of Default” means (a) any Event of Default (as defined in the Term Loan Credit Agreement), (b)
          any Event of Default (as defined in the Revolving Credit Agreement), and (c) solely for the purposes of Section 5.03, any “Event of Default” (or similar event, however defined) under any Senior Notes Indenture.

        “Excluded Property” means, with respect to each Grantor: (a) any asset (including any governmental
          licenses, state or local franchises, charters, authorizations or Equity Interests in any partnership, joint venture or Subsidiary of such Grantor that is not a wholly-owned Subsidiary of such Grantor) of such Grantor to the extent that the pledge
          of or grant of a security interest in such asset (i) is prohibited or restricted by applicable law, (ii) requires a consent not obtained from any Governmental Authority pursuant to applicable law, (iii) in the case of any Equity Interests in any
          partnership, joint venture or Subsidiary of such Grantor that is not a wholly-owned Subsidiary of such Grantor or any other Investment Property, is prohibited by any organizational or governance documents of any partnership, joint venture or
          Subsidiary of such Grantor that is not a wholly-owned Subsidiary of such Grantor or by any applicable shareholder or any similar agreement, or (iv) in the case of any assets acquired by such Grantor after the date of this Agreement (or, in the
          case of (A) any Person that becomes a Grantor after the date of this Agreement, any assets of such Person at the time such Person becomes a Grantor, or (B) any Person that is merged, amalgamated or consolidated with or into a Grantor after the
          date of this Agreement, any assets of such Person at the time such Person is merged, amalgamated or consolidated with or into a Grantor), is prohibited by, constitutes a breach or default under, results in the termination of, gives rise to a
          right on the part of any party thereto (other than the Company or any Subsidiary) to terminate or materially modify or requires any consent of any party thereto (other than the Company or any Subsidiary) under, in the case of this clause
            (a)(iv), any contract, license, agreement, instrument or other document that was in effect at the time of such acquisition (or, in the case of (1) any Person that becomes a Grantor after the date of this Agreement, was in effect at the time
          such Person becomes a Grantor, or (2) any Person that is merged, amalgamated or consolidated with or into a Grantor after the date of this Agreement, was in effect at the time of such merger, amalgamation or consolidation) and was not entered
          into in contemplation of or in connection with such acquisition (or, in the case of (x) any Person that becomes a Grantor after the date of this Agreement, was not entered into in contemplation of or in connection with such Person becoming a
          Grantor, or (y) any Person that is merged, amalgamated or consolidated with or into a Grantor after the date of this Agreement, was not entered into in contemplation of or in connection with such merger, amalgamation or consolidation) or the
          requirements of the Loan Documents, except, in each case under this clause (a), to the extent that such law or the term in such

        
          3

          
            


        

        contract, license, agreement, instrument or other document providing for such prohibition, breach, default or right of
          termination or modification or requiring such consent is ineffective under the UCC or other applicable law or principles of equity; (b) any asset owned by such Grantor that is subject to a Lien securing a purchase money, project financing,
          capital lease or finance lease obligation if (i) the contract or other agreement under which such Lien is granted (or the documentation providing for such obligation) prohibits the creation of any other Lien on such property, or (ii) a grant of
          any other Lien on such property would otherwise be prohibited by, constitute a breach or default under, result in the termination of, give rise to a right on the part of any party thereto (other than the Company or any Subsidiary) to terminate or
          materially modify or requires any consent of any party thereto (other than the Company or any Subsidiary) under, such contract or agreement, in each case to the extent both such Lien and such obligation secured thereby are permitted under the
          Loan Documents; (c) any trucks, trailers, tractors, service vehicles, automobiles, rolling stock or other registered mobile equipment or equipment of such Grantor covered by certificates of title or ownership; (d) Deposit Accounts and Securities
          Accounts of such Grantor (and cash and other assets maintained or credited therein) (i) exclusively used for payroll, payroll taxes and other employee wage and benefit payments, (ii) exclusively used for taxes required by applicable law to be
          collected, remitted or withheld, (iii) exclusively used for funds held in trust, or (iv) containing aggregate balances, when taken together with all other Deposit Accounts and Securities Accounts of the Grantors, of less than $10,000,000; (e) any
          Intellectual Property, lease, license or other agreement of such Grantor to the extent that a grant of a security interest therein is prohibited by, constitutes a breach or default under, results in the termination of, gives rise to a right on
          the part of any party thereto (other than the Company or any Subsidiary) to terminate or materially modify or requires any consent of any party thereto (other than the Company or any Subsidiary) under, such Intellectual Property, lease, license
          or other agreement, except to the extent that the term in such Intellectual Property, lease, license or other agreement providing for such prohibition, breach, default or right of termination or modification or requiring such consent is
          ineffective under the UCC or other applicable law or principles of equity (other than Proceeds thereof, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition); (f) any fee-owned real property of such
          Grantor; (g) any leasehold interests of such Grantor in real property; (h) any intent-to-use Trademark application or intent-to-use service mark application of such Grantor prior to the filing of a “Statement of Use” or “Amendment to Allege Use”
          with respect thereto, to the extent that the grant of a security interest therein would impair the validity or enforceability of such intent-to-use Trademark application or intent-to-use service mark application under applicable Federal law; (i)
          Equity Interests in any special purpose Subsidiary of such Grantor (including, for the avoidance of doubt, any Special Purpose Securitization Subsidiaries), any not-for-profit Subsidiary of such Grantor, or any captive insurance Subsidiary of
          such Grantor; (j) voting Equity Interests owned by such Grantor in any CFC or CFC Holding Company in excess of 65% of the voting Equity Interests in such CFC or CFC Holding Company; (k) Margin Stock (within the meaning of Regulation U of the
          Board) owned by such Grantor; (l) any asset of such Grantor as to which the Company reasonably determines that creating or perfecting a pledge or security interest therein would result in material adverse tax consequences to the Company or any
          Subsidiary; (m) any asset of such Grantor as to which the Collateral Agent and the Company agree in writing that the cost of creating or perfecting a pledge or security interest therein is excessive in view of the benefits to be obtained by the
          Secured Parties therefrom; (n) Letter-of-Credit Rights of such Grantor (except to the extent constituting supporting obligations such that a Lien thereon may be perfected by filing of a financing statement under the UCC with respect to such
          Grantor); and (o) any Commercial Tort Claim as to which such Grantor has determined that it reasonably expects to recover less than $5,000,000; in each case other than any Proceeds, substitutions or replacements of the foregoing (unless such
          Proceeds, substitutions or replacements would constitute assets described in clauses (a) through (o) above).

        “Excluded Swap Obligation” means, with respect to any Grantor, any Swap Obligation if, and to the
          extent that, all or a portion of the guaranty of such Grantor of, or the grant by such Grantor of a Lien to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity

        
          4

          
            


        

        Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official
          interpretation thereof) by virtue of such Grantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to any “keepwell, support or other agreement” for
          the benefit of such Grantor and any and all guarantees of such Grantor’s Swap Obligations by other Grantors) at the time the guaranty of such Grantor, or grant by such Grantor of a Lien, becomes effective with respect to such Swap Obligation.  If
          a Swap Obligation arises under a Master Agreement governing more than one Hedging Agreement, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Hedging Agreements for which such guaranty or Lien is or
          becomes excluded in accordance with the first sentence of this definition.

        “Fixtures” means “Fixtures” (as such term is defined in Article 9 of the UCC).

        “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

        “General Intangible” means a “General intangible” (as such term is defined in Article 9 of the UCC).

        “Goods” means “Goods” (as such term is defined in Article 9 of the UCC).

        “Governmental Authority” means any nation or government, any federal, state, local or other political
          subdivision thereof and any entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government (including the Bank for International Settlements and the Basel Committee on Banking
          Supervision or any successor or similar authority to either of the foregoing).

        “Grantor” has the meaning assigned to such term in the introductory paragraphs hereto.

        “Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement,
          commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

        “Indemnitee” has the meaning assigned to such term in Section 6.03(b).

        “Instrument” means an “Instrument” (as such term is defined in Article 9 of the UCC).

        “Intellectual Property” means, with respect to any Person, all intellectual and similar property of
          every kind and nature now owned or hereafter acquired by such Person, including inventions, designs, utility models, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information,
          know‐how, show‐how or other data or information, software and databases and applications and registrations therefor, and related franchises, and all additions, improvements and accessions to any of the foregoing.

        “Inventory” means “Inventory” (as such term is defined in Article 9 of the UCC).

        “Investment Property” means “Investment property” (as such term is defined in Article 9 of the UCC).

        “Investment Property” means “Investment property” (as such term is defined in Article 9 of the UCC).

        
          5

          
            


        

        “Letter-of-Credit Right” means a “Letter-of-credit right” (as such term is defined in Article 9 of the
          UCC).

        “License” means any Patent License, Trademark License, Copyright License or other license or
          sublicense agreement granting an interest in Intellectual Property to which any Grantor is a party, including, in the case of any Grantor, any of the exclusive Copyright Licenses set forth under its name on Schedule III.

        “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation,
          encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same
          economic effect as any of the foregoing) relating to such asset, and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

        “Loan Documents” means, collectively, (a) the Loan Documents (as defined in the Term Loan Credit
          Agreement), and (b) the Loan Documents (as defined in the Revolving Credit Agreement).

        “Master Agreement” means 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 entered into in connection with a Hedging Agreement.

        “Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations or
          condition (financial or otherwise) of the Company and the Subsidiaries taken as a whole, (b) the ability of the Grantors to perform any of their respective obligations under this Agreement or (c) the rights of or benefits available to the
          Collateral Agent or any other Secured Party under this Agreement.

        “Money” means “Money” (as such term is defined in Article 1 of the UCC).

        “Other Senior Notes Indenture” means each of [(a) the Indenture, dated as of October 14, 2014, between
          the Company, as issuer, and U.S. Bank National Association, as trustee, relating to the Company’s 4.50% senior notes due 2024, (b) the Indenture, dated as of May 15, 2017, between the Company, as issuer, and U.S. Bank National Association, as
          trustee, relating to the Company’s 4.875% senior notes due 2027, (c) the Indenture, dated as of June 18, 2018, between the Company, as issuer, and U.S. Bank National Association, as trustee (as supplemented by that certain Officer’s Certificate
          pursuant to Sections 2.02, 10.04 and 10.05 of the Indenture, dated as of June 18, 2018, provided by the Company), relating to the Company’s 5.875% senior notes due 2026, and (d) the Indenture, dated as of May 15, 2019, between the Company, as
          issuer, and U.S. Bank National Association, as trustee, relating to the Company’s 5.25% senior notes due 2029.]1

        “Patent License” means any written agreement, now or hereafter in effect, granting to any Person any
          right to make, use or sell any invention on which a Patent has been granted to any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to make, use or sell any invention on which a Patent has been
          granted to any other Person or that any other Person otherwise has the right to license, and all rights of any Grantor under any such agreement.

        

        

        

        1 Definition to be modified on the
          date of execution of this Agreement to reflect any Senior Notes Indenture as in effect on the First Amendment Effective Date that is not included in the definition of Senior Notes Indenture as of the date of execution of this Agreement.

        
          6

          
            


        

        “Patents” mean, with respect to any Person, all of the following now owned or hereafter acquired by
          such Person: (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof and all applications for letters patent of the United States or the equivalent thereof in any other
          country or any political subdivision thereof, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country or any political subdivision thereof,
          including, in the case of any Grantor, any of the foregoing set forth under its name on Schedule III, and (b) all reissues, continuations, divisionals, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or
          claimed therein, including the right to make, have made, use, sell, offer to sell, import or export the inventions disclosed or claimed therein.

        “Payment Intangible” means a “Payment intangible” (as such term is defined in Article 9 of the UCC).

        “Permitted Securitization Financing” means one or more transactions pursuant to which (a) Receivables
          Assets or interests therein are sold or transferred to or financed by one or more Special Purpose Securitization Subsidiaries, and (b) such Special Purpose Securitization Subsidiaries finance (or refinance) their acquisition of such Receivables
          Assets or interests therein, or the financing thereof, by selling or borrowing against Receivables Assets (including conduit and warehouse financings) and any Hedging Agreements entered into in connection with such Receivables Assets; provided,
          that, recourse to the Company or any Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary (as determined by the Company in good faith) for
          similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Company or any Subsidiary (other
          than a Special Purpose Securitization Subsidiary)).

        “Person” means any natural person, corporation, limited liability company, trust, joint venture,
          association, company, partnership, Governmental Authority or other entity.

        “Pledged Collateral” has the meaning assigned to such term in Section 2.01(a).

        “Pledged Debt Securities” has the meaning assigned to such term in Section 2.01(a).

        “Pledged Equity Interests” has the meaning assigned to such term in Section 2.01(a).

        “Pledged Securities” means any stock certificates, unit certificates, limited liability membership
          interest certificates and other certificated securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral.

        “Proceeds” means “Proceeds” (as such term is defined in Article 9 of the UCC).

        “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).

        “QFC Credit Support” has the meaning assigned to such term in Section 6.13.

        “Receivables Assets” means, with respect to any Person, accounts receivable, indebtedness and other
          obligations owed to or owned by such Person (whether now existing or arising or acquired in the future) arising in the ordinary course of business from the sale of goods or services (including any indebtedness or obligation constituting an
          account, chattel paper, instrument or general intangible),

        
          7

          
            


        

        together with all related security, collateral, collections, contracts, contract rights, guarantees or other obligations in
          respect thereof, all proceeds and supporting obligations and all other related assets which are of the type customarily transferred in connection with a Securitization Transaction.

        “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the
          respective directors, trustees, officers, partners, members, employees, agents and advisors of such Person and such Person’s Affiliates.

        “Revolving Credit Agreement” means that certain Revolving Credit Agreement, dated as of August 17,
          2018, by and among the Company, the Subsidiaries of the Company from time to time party thereto, the lenders from time to time party thereto, and Bank of America, as the administrative agent.

        “Revolving Credit Agreement Additional Obligations” means the Additional Obligations (as defined in
          the Revolving Credit Agreement); provided, that, the Revolving Credit Agreement Additional Obligations of a Grantor shall exclude any Excluded Swap
          Obligations with respect to such Grantor.

        “Revolving Credit Agreement Obligations” means the Obligations (as defined in the Revolving Credit
          Agreement), including the Revolving Credit Agreement Additional Obligations.

        “Secured Obligations” means, collectively, (a) the Term Loan Credit Agreement Obligations, (b) the
          Revolving Credit Agreement Obligations, and (c) the Senior Notes Indenture Obligations; provided, that, the Obligations of a Grantor shall exclude
          any Excluded Swap Obligations with respect to such Grantor.

        “Secured Party” means any holder of the Secured Obligations.

        “Securities Account” means a “Securities account” (as such term is defined in Article 8 of the UCC).

        “Securities Act” means the Securities Act of 1933.

        “Securitization Transaction” means, with respect to any Person, any financing transaction or series of
          financing transactions pursuant to which such Person (or any subsidiary of such Person) may, directly or indirectly, sell, convey or otherwise transfer, or grant a security interest in, any Receivables Assets of such Person (or any subsidiary of
          such Person), to a special purpose subsidiary of such Person or an Affiliate of such Person.

        “Senior Notes Indenture” means each of [(a) the Indenture, dated as of October 14, 2014, between the
          Company, as issuer, and U.S. Bank National Association, as trustee, relating to the Company’s 4.50% senior notes due 2024, (b) the Indenture, dated as of May 15, 2017, between the Company, as issuer, and U.S. Bank National Association, as
          trustee, relating to the Company’s 4.875% senior notes due 2027, (c) the Indenture, dated as of June 18, 2018, between the Company, as issuer, and U.S. Bank National Association, as trustee (as supplemented by that certain Officer’s Certificate
          pursuant to Sections 2.02, 10.04 and 10.05 of the Indenture, dated as of June 18, 2018, provided by the Company), relating to the Company’s 5.875% senior notes due 2026, and (d) the Indenture, dated as of May 15, 2019, between the

        
          8

          
            


        

        Company, as issuer, and U.S. Bank National Association, as trustee, relating to the Company’s 5.25% senior notes due 2029.]2

        “Senior Notes Indenture Obligations” means all obligations arising under or in connection with the
          Senior Notes Indentures for principal, premium, interest, penalties, fees, indemnifications, reimbursements, and other amounts payable pursuant to the Senior Notes Indentures and the documentation entered into in connection therewith.

        “Senior Notes Indenture Secured Party” means, as of any date of determination, any Secured Party
          holding Senior Notes Indenture Obligations as of such date.

        “Senior Notes Indenture Trustee” means, as of any date of determination, with respect to any Senior
          Notes Indenture, the trustee (or other duly authorized agent or representative for the holders of the obligations under such Senior Notes Indenture) as of such date under such Senior Notes Indenture.

        “Software” means “Software” (as such term is defined in Article 9 of the UCC).

        “Special Purpose Securitization Subsidiary” means a direct or indirect wholly-owned Subsidiary
          established in connection with a Permitted Securitization Financing for the acquisition of Receivables Assets or interests therein, and which is organized in a manner (as determined by the Company in good faith) intended to reduce the likelihood
          that it would be substantively consolidated with the Company or any of the Subsidiaries (other than Special Purpose Securitization Subsidiaries) in the event the Company or any such Subsidiary becomes subject to a proceeding under the Bankruptcy
          Code of the United States (or other insolvency law).

        “Subsidiary” means, with respect to any Person, any corporation or other entity with respect to which
          such Person alone owns, subsidiaries of such Person own, or such Person and one or more of its subsidiaries together own, directly or indirectly, capital stock or other equity interests having ordinary voting power to elect a majority of the
          members of the board of directors of such corporation or other entity or having a majority interest in the capital or profits of such corporation or other entity.  Unless otherwise specified herein, all references herein to a “Subsidiary” shall
          refer to a Subsidiary of the Company.

        “Supported QFC” has the meaning assigned to such term in Section 6.13.

        “Supplement” means an agreement substantially in the form of
          Exhibit A, or any other form approved by the Collateral Agent.

        “Supporting Obligation” means a “Supporting obligation” (as such term is defined in Article 9 of the
          UCC).

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

        

        

        

        2 Definition to be modified on the
          date of execution of this Agreement to reflect the Senior Notes Indentures as in effect on the First Amendment Effective Date for which Collateral is being provided on the date of execution of this Agreement.

        
          9

          
            


        

        “Term Loan Credit Agreement” means that certain Term Loan Credit Agreement, dated as of August 17,
          2018, by and among the Company, the lenders from time to time party thereto, and Bank of America, as the administrative agent.

        “Term Loan Credit Agreement Additional Obligations” means the Additional Obligations (as defined in
          the Term Loan Credit Agreement); provided, that, the Term Loan Credit Agreement Additional Obligations of a Grantor shall exclude any Excluded Swap
          Obligations with respect to such Grantor.

        “Term Loan Credit Agreement Obligations” means the Obligations (as defined in the Term Loan Credit
          Agreement), including the Term Loan Credit Agreement Additional Obligations.

        “Trademark License” means any written agreement, now or hereafter in effect, granting to any Person
          any right to use any Trademark owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any Trademark owned by any other Person or that any other Person otherwise has the right to
          license, and all rights of any Grantor under any such agreement.

        “Trademarks” means, with respect to any Person, all of the following now owned or hereafter acquired
          by such Person: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, domain names, generic top level domain names, other source or business
          identifiers, designs and general intangibles of like nature, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the
          United States Patent and Trademark Office or any similar office in any State of the United States or any other country or any political subdivision thereof, all extensions or renewals thereof, and all common law rights related thereto, including,
          in the case of any Grantor, any of the foregoing set forth under its name on Schedule III, and (b) all goodwill associated therewith or symbolized thereby.

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

        “United States” means the United States of America.

        “U.S. Special Resolution Regimes” has the meaning assigned to such term in Section 6.13.

        SECTION 1.02          Rules

              of Construction.  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 (a) any definition of or reference to any agreement, instrument or other document herein 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 the other Loan Documents), (b) any definition of or reference to any statute, law, rule or regulation shall be construed as referring thereto
            as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor statutes, rules or regulations), and the statutory rules, regulations, orders and provisions interpreting such statute, law, rule

        
          10

          
            


        

        or regulation, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (d)
          the words “herein”, “hereof” and “hereunder” and words of similar import shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and
          Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, and (f) 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.  Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, or disposition, or similar term, shall be deemed to apply
          to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation,
          assignment, sale, or disposition, or similar term, as applicable, to, of or with a separate Person.  Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that
          is a Subsidiary, joint venture or any other like term shall also constitute such a Person).

        SECTION 1.03          Collateral

              Limitations.  Notwithstanding anything to the contrary in this Agreement: (a) to the extent that any asset constitutes Excluded Property or to the extent that any other Loan Document excludes any
            asset from the scope of the Collateral or from any requirement to take any action to perfect any security interest in such asset, the representations, warranties and covenants made by the Grantors herein with respect to the creation, perfection
            or priority, as applicable, of any security interest granted in favor of the Collateral Agent, for the benefit of the Secured Parties, shall be deemed not to apply to such excluded assets; (b) no deposit account control agreement, securities
            account control agreement or other control agreements, or (except with respect to Equity Interests that constitute Collateral and are represented or evidenced by certificates or instruments) other perfection by “control” shall be required with
            respect to any Collateral (including Letter-of-Credit Rights, Chattel Paper, Deposit Accounts, Securities Accounts, Commodity Accounts and intercompany indebtedness); (c) subject to clause (b) above, except to the extent that perfection
            and priority may be achieved (i) by the filing of a financing statement under the UCC with respect to the applicable Grantor, or (ii) with respect to Equity Interests, by the delivery of certificates or instruments representing or evidencing
            such Equity Interests along with appropriate undated instruments of transfer executed in blank, no Grantor shall be required to take any action with respect to perfection or priority with respect to any assets or property described in clause

              (b) above; (d) no Grantor shall be required to obtain any collateral access agreements, warehouse agreements, estoppel, bailee acknowledgments or any similar agreements; (e) no Grantor shall be required to provide any notice or obtain the
            consent of any Governmental Authority under the Federal Assignment of Claims Act or analogous state laws; and (f) no actions in any jurisdiction outside of the United States or that are necessary to comply with the laws of any jurisdiction
            outside of the United States shall be required.

        ARTICLE II

          

          PLEDGE

        SECTION 2.01          Pledge.

        (a)          To secure the prompt payment and performance in full when due, whether by lapse or time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor hereby grants to the Collateral Agent, for the benefit of
            the Secured Parties, a continuing security interest in, and right of set off against, any and all right, title and interest of such Grantor in, to and under, whether now owned or existing or owned, acquired or arising hereafter: (i)(A) the
            Equity Interests owned by such Grantor, including those set forth opposite the name of such Grantor on Schedule I, and (B) all certificates and other instruments representing all such Equity

        
          11

          
            


        

        Interests (the assets referenced in clauses (a)(i)(A) and (a)(i)(B) above being collectively
          referred to as the “Pledged Equity Interests”); (ii)(A) the debt securities owned by such Grantor, including those listed opposite the name of such Grantor on Schedule I, and (B) all promissory notes and other instruments
          evidencing all such debt securities (the assets referenced in clauses (a)(ii)(A) and (a)(ii)(B) above being collectively referred to as the “Pledged Debt Securities”); (iii) subject to Section 2.05, all payments of
          principal, and all interest, dividends or other distributions, whether paid or payable in cash, instruments or other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion
          of, and all other Proceeds received in respect of, the Pledged Equity Interests and Pledged Debt Securities; (iv) subject to Section 2.05, all rights and privileges of such Grantor with respect to the securities, instruments and other
          property referred to in clauses (a)(i), (a)(ii) and (a)(iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (a)(i) through (a)(iv) above being collectively referred to
          as the “Pledged Collateral”).

        (b)          Notwithstanding anything herein to the contrary, to the extent and for so long as any asset is Excluded Property, the security interest granted under Section 2.01(a) shall not attach to, and none of the Pledged Equity Interests,
            Pledged Debt Securities or other Pledged Collateral shall include, such asset; provided, that, the security interest granted under Section 2.01(a) shall immediately attach to, and the Pledged Equity Interests or the
            Pledged Debt Securities, as applicable, and the Pledged Collateral shall immediately include, any such asset (or portion thereof) upon such asset (or such portion) ceasing to be Excluded Property.

        SECTION 2.02          Delivery

              of the Pledged Securities.

        (a)          Each Grantor agrees to deliver or cause to be delivered to the Collateral Agent any and all Pledged Equity Interests (other than Pledged Equity Interests that are not certificated) (i) on the date of this Agreement, in the case of any
            such Pledged Equity Interests owned by such Grantor on the date of this Agreement, and (ii) promptly upon receipt thereof, in the case of any such Pledged Equity Interests acquired by such Grantor after the date of this Agreement.  Prior to
            delivery to the Collateral Agent, all such certificated Pledged Equity Interests held by a Grantor shall be held in trust by such Grantor for the benefit of the Collateral Agent.

        (b)          Each Grantor acknowledges and agrees that (i) to the extent any interest in any limited liability company or limited partnership controlled now or in the future by such Grantor (or by such Grantor and one or more other Grantors) and
            pledged hereunder is a “security” within the meaning of Article 8 of the UCC and is governed by Article 8 of the UCC, such interest shall be certificated (and such certificate shall be delivered to the Collateral Agent in accordance with Section

              2.02(a)), and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate.  Each Grantor further acknowledges and agrees that with respect to any interest in any limited
            liability company or limited partnership controlled now or in the future by such Grantor (or by such Grantor and one or more other Grantors) and pledged hereunder that is not a “security” within the meaning of Article 8 of the UCC, the terms of
            such interest shall at no time provide that such interest is a “security” within the meaning of Article 8 of the UCC, nor shall such interest be represented by a certificate, unless such Grantor provides prior written notification to the
            Collateral Agent that the terms of such interest so provide that such interest is a “security” within the meaning of Article 8 of the UCC and such interest is thereafter represented by a certificate (and, in such case, such certificate shall be
            delivered to the Collateral Agent in accordance with Section 2.02(a)).

        (c)          Upon delivery to the Collateral Agent, any Pledged Securities shall be accompanied by undated stock powers or such other proper instruments of assignment duly

        
          12

          
            


        

        executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory
          to the Collateral Agent and such other instruments and documents as the Collateral Agent may reasonably request.

        SECTION 2.03          Representations

              and Warranties.  Each Grantor represents and warrants that:

        (a)          As of the date of this Agreement, Schedule I sets forth a true and complete list, with respect to such Grantor, of (i) all the Pledged Equity Interests owned by such Grantor, the percentage of the issued and outstanding units of
            each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor, and, in the case of any certificated Pledged Equity Interests, the certificate number (and number of units represented
            by each such certificate) for any certificate evidencing such Pledged Equity Interests, and (ii) all the Pledged Debt Securities owned by such Grantor.

        (b)          The Pledged Equity Interests and Pledged Debt Securities issued by such Grantor have been duly and validly authorized and issued by such Grantor and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable (to the
            extent applicable), and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of such Grantor, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights
            generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law.

        (c)          Except for the security interests granted hereunder, such Grantor (i) is and, subject to any transfers made in compliance with the Loan Documents, will continue to be the direct owner, beneficially and of record, of the Pledged Equity
            Interests and Pledged Debt Securities owned by such Grantor, (ii) holds the Pledged Equity Interests and Pledged Debt Securities owned by such Grantor free and clear of all Liens, other than Liens created by this Agreement and other Liens
            permitted under the Loan Documents, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than (A) Liens created by this
            Agreement, (B) other Liens permitted under the Loan Documents, and (C) transfers made in compliance with the Loan Documents, and (iv) upon the reasonable written request of the Collateral Agent, or upon such Grantor obtaining knowledge thereof,
            will use commercially reasonable efforts to defend its title or interest in and to the Pledged Collateral against any and all Liens (other than the Liens created by this Agreement and other Liens permitted by the Loan Documents), however
            arising, of all Persons whomsoever.

        (d)          Except for restrictions and limitations (i) imposed by (A) the Loan Documents, (B) securities laws, and (C) in the case of Equity Interests in Foreign Subsidiaries, applicable local laws, and (ii) existing as of the date of this
            Agreement (or in the case of any Subsidiary acquired after the date of this Agreement that is not a wholly-owned Subsidiary, as of the date the Equity Interests in such Subsidiary were acquired) in the articles or certificate of incorporation,
            bylaws or other organizational documents of any Subsidiary, (1) the Pledged Collateral is and will continue to be freely transferable and assignable, and (2) none of the Pledged Collateral is or will be subject to any option, right of first
            refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof
            pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder.

        (e)          Such Grantor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated.

        
          13

          
            


        

        (f)          No consent or approval of any Governmental Authority, any securities exchange or any other Person was, is or will be required for the validity of the pledge effected hereby (other than (i) such as have been obtained and are in full
            force and effect, (ii) registrations or filings necessary to perfect Liens created hereunder required by applicable law, and (iii) any consent or approval the failure to obtain or make, individually or in the aggregate, would not reasonably be
            expected to result in a Material Adverse Effect).

        (g)          This Agreement creates a legal and valid security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in the Pledged Collateral of such Grantor and when properly perfected by filing, shall constitute a
            valid and perfected, first priority (subject to Liens permitted by the Loan Documents) security interest in the Pledged Collateral of such Grantor, to the extent such security interest can be perfected by filing under the UCC.  Subject to
            applicable local laws in the case of Equity Interests in any Foreign Subsidiary, the taking of possession by the Collateral Agent of the Pledged Securities will perfect and establish the first priority of the Collateral Agent’s security
            interest in all Pledge Securities that are “securities” within the meaning of Article 8 of the UCC.

        SECTION 2.04          Registration

              in Nominee Name; Denominations.  The Collateral Agent, on behalf of the Secured Parties, shall hold the Pledged Securities in the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent or, if an
            Event of Default shall have occurred and be continuing, the Collateral Agent shall have the right to hold any Pledged Securities in its own name as pledgee or in the name of its nominee (as pledgee or as sub-agent).  If an Event of Default
            shall have occurred and be continuing, the Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

        SECTION 2.05          Voting

              Rights; Dividends and Interest.

        (a)          Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have provided notice to the Company that the Grantors rights, in whole or in part, under this Section 2.05 are being
            suspended:

        (i)          each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Collateral or any part thereof in any manner not in violation of the terms of this Agreement and the
            other Loan Documents;

        (ii)          the Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of
            enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to Section 2.05(a)(i); and

        (iii)          each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral, but only to the extent that such dividends, interest,
            principal and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the Loan Documents and applicable law; provided, that, any non-cash dividends, interest,
            principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities held by a Grantor, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the

        
          14

          
            


        

        issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in
          redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral and, if received by any Grantor and
          required to be delivered to the Collateral Agent hereunder, shall not be commingled by such Grantor with any of its other funds or property (but shall be held separate and apart therefrom), shall be held in trust for the benefit of the Collateral
          Agent and shall be delivered to the Collateral Agent promptly and in the form in which they shall have been received (with any endorsements, stock or note powers and other instruments of transfer reasonably requested by the Collateral Agent).

        (b)          Upon the occurrence and during the continuance of an Event of Default and after the Collateral Agent shall have notified the Company of the suspension of the Grantors’ rights under Section 2.05(a)(iii), all rights of any Grantor
            to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to Section 2.05(a)(iii) shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall
            have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions.  All dividends, interest, principal and other distributions received by any Grantor contrary to the provisions of
            this Section 2.05(b) shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Collateral Agent promptly and in the form in
            which they shall have been received (with any necessary endorsements, stock powers or other instruments of transfer reasonably requested by the Collateral Agent).  Any and all money and other property paid over to or received by the Collateral
            Agent pursuant to the provisions of this Section 2.05(b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property, shall be held as security for the
            payment and performance of the Secured Obligations and shall be applied in accordance with the provisions of Section 4.04.

        (c)          Upon the occurrence and during the continuance of an Event of Default and after the Collateral Agent shall have notified the Company of the suspension of the Grantors’ rights under Section 2.05(a)(i), all rights of any Grantor
            to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to Section 2.05(a)(i), and the obligations of the Collateral Agent under Section 2.05(a)(i), shall cease, and all such rights shall
            thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers.

        ARTICLE III

          

          SECURITY INTERESTS IN PERSONAL PROPERTY

        SECTION 3.01          Security

              Interest.

        (a)          To secure the prompt payment and performance in full when due, whether by lapse or time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor hereby grants to the Collateral Agent, for the benefit of
            the Secured Parties, a continuing security interest in, and right of set off against, any and all right, title and interest of such Grantor in, to and under, whether now owned or existing or owned, acquired or arising hereafter (collectively,
            the “Article 9 Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) the Commercial Tort Claims described on Schedule II (as such schedule may be supplemented from time to time pursuant to Section 3.03(e)); (iv)
            all Deposit Accounts; (v) all Documents; (vi) all

        
          15

          
            


        

        Equipment; (vii) all Fixtures; (viii) all General Intangibles; (ix) all Goods; (x) all Instruments; (xi) all
          Intellectual Property; (xii) Inventory; (xiii) all Investment Property; (xiv) all Letter-of-Credit Rights; (xv) all Money, cash and cash equivalents; (xvi) all Payment Intangibles; (xvii) all Software; (xviii) all Supporting Obligations; (xix)
          all books and records pertaining to the Article 9 Collateral; and (xx) all Accessions, Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided,
          that, notwithstanding anything herein to the contrary, to the extent and for so long as any asset is Excluded Property, the security interest granted under this Section 3.01(a) shall not attach to, and the Article 9 Collateral
          shall not include, such asset; provided, further, that, such security interest  shall immediately attach to, and the Article 9 Collateral shall immediately include, any such asset (or portion thereof) upon such asset (or
          such portion) ceasing to be Excluded Property.

        (b)          Each Grantor hereby irrevocably authorizes the Collateral Agent (or its designee) at any time and from time to time (i) to file in any relevant jurisdiction any financing statements with respect to the Article 9 Collateral or any part
            thereof and amendments thereto that (A) indicate the Collateral as “all assets, whether now owned or hereafter acquired” of such Grantor or words of similar effect or of a lesser scope or with greater detail, and (B) contain the information
            required by Article 9 of the UCC for the filing of any financing statement or amendment, and (ii) to file with the United States Patent and Trademark Office or the United States Copyright Office such documents as may be reasonably necessary or
            advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Grantor pursuant to Section 3.01(a).  Each Grantor agrees to provide the information required for any such
            filing to the Collateral Agent promptly upon request.  Each Grantor also ratifies its authorization for the Collateral Agent (or its designee) to file in any relevant jurisdiction or filing office any of the foregoing financing statements,
            documents or amendments thereto if filed prior to the date of this Agreement.

        (c)          The security interests granted pursuant to Section 2.01(a) and Section 3.01(a) are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any
            obligation or liability of any Grantor with respect to or arising out of the Collateral.

        SECTION 3.02          Representations

              and Warranties.  Each Grantor represents and warrants that:

        (a)          Such Grantor has good and valid rights in and title to the Article 9 Collateral with respect to which it has purported to grant a security interest pursuant to Section 3.01(a) and has full power and authority to grant to the
            Collateral Agent a security interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person, other
            than (i) any consent or approval that has been obtained, and (ii) any consent or approval the failure to obtain would not reasonably be expected to result in a Material Adverse Effect.

        (b)          This Agreement creates a legal and valid security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in the Article 9 Collateral of such Grantor and when properly perfected by filing, shall constitute a
            valid and perfected, first priority (subject to Liens permitted by the Loan Documents) security interest in the Article 9 Collateral of such Grantor, to the extent such security interest can be perfected by filing under the UCC.

        (c)          Schedule III sets forth, as of the date of this Agreement, a true and correct list, with respect to such Grantor, of (i) all Patents that have been granted by the United States Patent

        
          16

          
            


        

        and Trademark Office and Patents for which United States applications are pending, (ii) all Copyrights that
          have been registered with the United States Copyright Office and Copyrights for which United States registration applications are pending, (iii) all Trademarks that have been registered with the United States Patent and Trademark Office and
          Trademarks for which United States registration applications are pending, and (iv) all United States exclusive Copyright Licenses under which such Grantor is a licensee, as applicable, specifying, with respect to any such Patents, Copyrights or
          Trademarks, the name of the registered owner, title or type of mark, registration or application number, and registration date (if already registered) or filing date, and with respect to any such exclusive Copyright Licenses, the licensee,
          licensor and date of such license agreement.

        (d)          Schedule II sets forth, as of the date of this Agreement, a true and complete list, with respect to such Grantor, of each Commercial Tort Claim in respect of which a complaint or counterclaim has been filed by such Grantor for
            which such Grantor has determined that it reasonably expects to recover at least $5,000,000, including a summary description of such claim.

        SECTION 3.03          Covenants.

        (a)          Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to any material portion of the Article 9 Collateral against all Persons, except with respect to Article 9 Collateral that
            such Grantor determines in its good faith business judgment is no longer necessary or beneficial to the conduct of such Grantor’s business, and to defend the security interest granted to the Collateral Agent in such portion of the Article 9
            Collateral and the priority thereof against any Lien not permitted pursuant to the Loan Documents.

        (b)          Each Grantor agrees, at its own expense, to execute any and all documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, intellectual
            property notice filings and other documents), that may be required under any applicable law, or that the Collateral Agent may reasonably request, to assure the Collateral Agent of the creation, perfection and priority of the security interests
            in the Article 9 Collateral or otherwise to effectuate the provisions of this Agreement, all at its expense.  Each Grantor agrees to provide to the Collateral Agent, from time to time upon request, evidence reasonably satisfactory to the
            Collateral Agent as to the perfection and priority of the Liens created or intended to be created by this Agreement.

        (c)          At its option, after the occurrence and during the continuance of an Event of Default and upon notice to the applicable Grantor, the Collateral Agent may discharge past due taxes, assessments, charges, fees and Liens at any time levied
            or placed on the Article 9 Collateral that are not permitted by the Loan Documents, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by this Agreement or the other
            Loan Documents, and each Grantor jointly and severally agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization (and any such payment made or
            expense incurred shall be an additional Secured Obligation secured hereby).

        (d)          Each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral, all in accordance with the
            terms and conditions thereof.

        
          17

          
            


        

        (e)          Concurrently with the delivery of annual financial statements pursuant to the Loan Documents, the Grantors shall deliver to the Collateral Agent updated Schedules I, II and III such that, as so supplemented, the
            representations and warranties set forth in Sections 2.03(a), 3.02(c) and 3.02(d) are true and correct as of such date as if made on and as of such date (after giving effect to such schedules, as so supplemented).

        (f)          Each Grantor agrees: (i) that it will not take any action or omit to take any action (and will exercise commercially reasonable efforts to prevent its licensees from taking any action or omitting to take any action) whereby any Patent
            material to the conduct of the business of such Grantor may become invalidated or dedicated to the public (except as a result of expiration of such Patent at the end of its statutory term), and agrees that it shall continue to mark any products
            covered by any such Patent with the relevant patent number as necessary and sufficient to establish and preserve its rights under applicable patent laws; (ii) for each Trademark material to the conduct of such Grantor’s business (A) to maintain
            such Trademark in full force, free from any valid claim of abandonment or invalidity for non‐use, (B) to maintain the quality of products and services offered under such Trademark, (C) to display such Trademark, if registered, with notice of
            Federal or foreign registration to the extent necessary and sufficient to establish and preserve its rights under applicable law, (D) not to knowingly use or knowingly permit the use of such Trademark in violation of any third-party rights, and
            (E) not to adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent, for the benefit of the Secured Parties, shall obtain a perfected security interest in such mark pursuant to
            this Agreement; (iii) for each work covered by a Copyright material to the conduct of the business of such Grantor, to use commercially reasonable efforts to continue to publish, reproduce, display, adopt and distribute the work with
            appropriate copyright notice as necessary and sufficient to establish and preserve its rights under applicable copyright laws; (iv) to notify the Collateral Agent promptly if it knows that any Patent, Trademark or Copyright material to the
            conduct of the business of such Grantor may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding
            in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or
            its right to keep and maintain the same; (v) to all necessary steps that are consistent with its current practice (A) in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency
            in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant
            grant or registration), and (B) to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of such Grantor’s business, including timely filings of applications for renewal, affidavits
            of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancelation proceedings against third parties; and (vi) in the event that such
            Grantor has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of such Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third party, to
            promptly notify the Collateral Agent and shall, if consistent with good business judgment, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and
            take such other actions as are appropriate under the circumstances to protect such Article 9 Collateral; provided, that, notwithstanding the foregoing, nothing in this Section 3.03(f) shall (1) prohibit any disposition
            permitted under the Loan Documents, or (2) require any Grantor to take any action or omit to take any action to the extent

        
          18

          
            


        

        that the failure to take such action or omission, individually or in the aggregate, would not reasonably be
          expected to result in a Material Adverse Effect.

        SECTION 3.04         Licenses. 


            Upon the occurrence and during the continuance of an Event of Default, each Grantor shall, upon the request of the Collateral Agent, use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each
            Copyright License, Patent License or Trademark License under which such Grantor is a licensee to effect the assignment of all such Grantor’s right, title and interest thereunder to the Collateral Agent or its designee.

        ARTICLE IV

          

          REMEDIES

        SECTION 4.01          Remedies

              Upon Event of Default.  Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent shall have
            the right to take any of or all the following actions at the same or different times: (a) with respect to any Article 9 Collateral consisting of Intellectual Property, on demand, to cause the security interest granted pursuant to this Agreement
            to become an assignment, transfer and conveyance of any of or all such Article 9 Collateral by the applicable Grantors to the Collateral Agent, or to license or sublicense, whether general, special or otherwise, any such Article 9 Collateral
            throughout the world on such terms and conditions as set forth in Section 4.02 (other than in violation of any then‐existing licensing arrangements to the extent that waivers cannot be obtained), and (b) with or without legal process
            and with or without prior notice or demand for performance, to take possession of the Article 9 Collateral and without liability for trespass to enter any premises where the Article 9 Collateral may be located for the purpose of taking
            possession of or removing the Article 9 Collateral and, generally, to exercise any and all rights afforded to a secured party under the UCC or other applicable law.  Without limiting the generality of the foregoing, each Grantor agrees that the
            Collateral Agent shall have the right, subject to the requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker’s board or on any securities exchange, for
            cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate.  Any purchaser at any sale of Collateral shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor
            hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal that such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

        The Collateral Agent shall give the applicable Grantors 10 days’ prior written notice (which each Grantor
          agrees is reasonable notice under the applicable provisions of the UCC) of the Collateral Agent’s intention to make any sale of Collateral.  Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case
          of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange.  Any
          such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale.  At any such sale, the Collateral, or portion thereof,
          to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine.  The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall
          determine not to do so, notwithstanding that notice of sale of such Collateral shall have been given.  The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time
          by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned.  In case any sale of all or any part of the Collateral is made on credit or for
          future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or

        
          19

          
            


        

        purchasers thereof, but the Collateral Agent and the other Secured Parties shall not incur any liability in case any such
          purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice.  In the event of a foreclosure by the Collateral Agent on any of the Collateral
          pursuant to a public or private sale or other disposition, the Collateral Agent or any other Secured Party, to the maximum extent permitted by applicable law, may be the purchaser or licensor of any or all of such Collateral at any such sale or
          other disposition, and the Collateral Agent, as agent for and representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral
          sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of the Secured Parties at such sale or other disposition.  For
          purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to
          the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement, all Events of Default shall have been remedied and the Secured Obligations
          paid in full.  As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof
          pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court‐appointed receiver.  Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to
          commercially reasonable standards as provided in the UCC.

        SECTION 4.02          Grant

              of License to Use Intellectual Property.  Solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights
            and remedies, upon the occurrence and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the
            Grantors) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access
            to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, and, to the extent permitted by applicable law, the right to prosecute and
            maintain all Intellectual Property and the right to sue for infringement of the Intellectual Property; provided, that, (a) such license shall be subject to the rights of any licensee under any exclusive license granted prior to
            such Event of Default, (b) to the extent such license is a sublicense of a Grantor’s rights under any third party license, the license to the Collateral Agent shall be in accordance with any limitations in such third party license, including
            prohibitions on further sublicensing, and (c) such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the products and services in connection with which any such
            Trademarks are used sufficient to preserve the validity of such Trademarks.  Upon the occurrence and during the continuance of an Event of Default, each Grantor further agrees to cooperate with the Collateral Agent in any attempt to prosecute
            or maintain the Intellectual Property or sue for infringement of the Intellectual Property.  The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the
            continuation of an Event of Default; provided, that, any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure
            of an Event of Default.

        SECTION 4.03         Securities

              Act.  In view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the Securities Act with respect to any disposition of the Pledged
            Collateral permitted hereunder.  Each Grantor understands that compliance with the Securities Act might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of
            the Pledged

        
          20

          
            


        

        Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral
          could dispose of the same.  Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable Blue Sky or other state securities laws
          or similar laws analogous in purpose or effect.  Each Grantor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Pledged Collateral, and shall be authorized to, limit the
          purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account for investment, and not with a view to the distribution or resale thereof, and upon consummation of any such sale may assign,
          transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold.  Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion, (a)
          may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Securities Act or, to the extent applicable, Blue Sky or other state
          securities laws, and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale.  Each Grantor acknowledges and agrees that any such sale might result in prices and
          other terms less favorable to the seller than if such sale were a public sale without such restrictions.  In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged
          Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the
          sale were deferred until after registration as aforesaid or if more than a limited number of potential purchasers (or a single purchaser) were approached.  The provisions of this Section 4.03 will apply notwithstanding the existence of a
          public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.

        SECTION 4.04          Application

              of Proceeds.  Notwithstanding any other provisions of the Loan Documents to the contrary, after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s election, the Collateral Agent may apply all or
            any part of proceeds constituting Collateral in payment of the Secured Obligations in the following order:

        First, to payment of that portion of the Secured Obligations constituting fees,
          indemnities, expenses and other amounts (including fees, charges and disbursements of counsel) payable to the Collateral Agent, in its capacity as such, under this Agreement and the other Loan Documents;

        Second, to payment of that portion of the Secured Obligations constituting fees,
          indemnities, expenses and other amounts (including fees, charges and disbursements of counsel) payable to the Collateral Agent and any Senior Notes Indenture Trustee, ratably among the Collateral Agent and any Senior Notes Indenture Trustee
          according to the amounts of such fees, indemnities, expenses and other amounts then due and owing and remaining unpaid to the Collateral Agent and any Senior Notes Indenture Trustee;

        Third, to the Collateral Agent, for application by the Collateral Agent to payment
          of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest, Term Loan Credit Agreement Additional Obligations, and Revolving Credit Agreement Additional Obligations), ratably
          among the Secured Parties according to the amounts of such fees, indemnities and other amounts then due and owing and remaining unpaid to the Secured Parties;

        Fourth, to the Collateral Agent, for application by the Collateral Agent to payment
          of that portion of the Secured Obligations constituting accrued and unpaid interest on or in respect of the Secured Obligations (other than any such accrued or unpaid interest on or in respect of the Term

        
          21

          
            


        

        Loan Credit Agreement Additional Obligations or the Revolving Credit Agreement Additional Obligations),
          ratably among the Secured Parties according to the amounts of such accrued and unpaid interest then due and owing and remaining unpaid to the Secured Parties;

        Fifth, to the Collateral Agent, for application by the Collateral Agent to payment
          of that portion of the Secured Obligations constituting (a) unpaid principal on or in respect of the Secured Obligations, (b) Term Loan Credit Agreement Additional Obligations, and (c) Revolving Credit Agreement Additional Obligations, ratably
          among the Secured Parties according to the amounts of such unpaid principal, Term Loan Credit Agreement Additional Obligations and Revolving Credit Agreement Additional Obligations then due and owing and remaining unpaid to the Secured Parties;

        Sixth, to the Collateral Agent, for application by the Collateral Agent to payment
          of all other Secured Obligations and other obligations which shall have become due and payable and not repaid pursuant to clauses First through Fifth above, ratably among the Secured Parties according to the amount of the Secured
          Obligations and other obligations then due and owing and remaining unpaid to the Secured Parties; and

        Seventh, the balance, if any, to the Company or as otherwise required by law.

        Notwithstanding anything set forth in this Section 4.04, (a) Excluded Swap Obligations with respect
          to any Grantor shall not be paid with amounts received from such Grantor or its assets, but appropriate adjustments shall be made with respect to payments from other Grantors to preserve the allocation to the Secured Obligations otherwise
          contemplated by this Section 4.04, and (b) Term Loan Credit Agreement Additional Obligations and Revolving Credit Agreement Additional Obligations shall be excluded from the application described in this Section 4.04 if the
          Collateral Agent has not received notice of such obligations as required pursuant to the Loan Documents, together with such supporting documentation as the Collateral Agent may request.

        In making the determination and allocations required by this Section 4.04, with respect to any Senior
          Notes Indenture, the Collateral Agent may conclusively rely upon information supplied by the Senior Notes Indenture Trustee for such Senior Notes Indenture as to the amounts of unpaid principal and interest and other amounts outstanding with
          respect to the Senior Notes Indenture Obligations with respect to such Senior Notes Indenture, and, in each case, the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information.

        If, despite the provisions of this Agreement, any Secured Party shall receive any payment or other recovery
          in excess of its portion of payments on account of the Secured Obligations to which it is then entitled in accordance with this Agreement, such Secured Party shall hold such payment or recovery in trust for the benefit of all Secured Parties for
          distribution in accordance with this Section 4.04.

        By accepting the benefits of this Agreement, each of the Secured Parties hereby agrees not to challenge or
          question in any proceeding the validity or enforceability of this Agreement (in each case as a whole or any term or provision contained herein) or the validity of any Lien or financing statement in favor of the Collateral Agent for the benefit of
          all the Secured Parties as provided in this Agreement, or the equal and ratable sharing of any such Lien.

        
          22

          
            


        

        ARTICLE V

          

          APPOINTMENT AND AUTHORIZATION OF THE COLLATERAL AGENT; DUTY OF CARE; ACTION BY THE COLLATERAL AGENT

        SECTION 5.01        Appointment

              and Authorization.  By accepting the benefits hereof, each of the Secured Parties hereby irrevocably appoints the Collateral Agent as its agent for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by
            any of the Grantors to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto, and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as
            are delegated to the Collateral Agent by the terms of this Agreement or the other Loan Documents, together with such powers and discretion as are reasonably incidental, and the Collateral Agent hereby accepts such appointment.  By accepting the
            benefits of this Agreement, each of the Secured Parties agrees to indemnify the Collateral Agent as contemplated by Section 6.03(c).

        Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Grantor for the purpose of
          carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary to accomplish the purposes hereof, which appointment is exercisable only after the occurrence and during
          the continuance of an Event of Default, and is irrevocable and coupled with an interest.  Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of
          Default, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor: (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of
          payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of
          lading relating to any of the Collateral; (d) to send verifications of Accounts to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect
          or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to
          notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral,
          and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, that, nothing
          herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or
          notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby.

        SECTION 5.02          The
              Collateral Agent’s Duty of Care.  Other than the exercise of reasonable care to assure the safe custody of the Collateral while being held by the Collateral Agent hereunder and accounting for Money actually received by the Collateral
            Agent, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Grantors shall be responsible for preservation of all rights in the Collateral, and the Collateral Agent
            shall be relieved of all responsibility for the Collateral upon surrendering it or tendering the surrender of it to the Grantors.  The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the
            Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for taking any
            necessary steps to preserve rights against any parties with respect to any of the Collateral.

        
          23

          
            


        

        SECTION 5.03          Action

              by the Collateral Agent.

        (a)          Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document, the Collateral Agent shall not (i) be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default
            has occurred and is continuing, or (ii) have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Grantor that is communicated to the Collateral Agent or any of its Affiliates in any
            capacity.  The Collateral Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Collateral Agent by another Secured Party, and the Collateral Agent shall not be
            responsible for or have any duty to ascertain or inquire into (A) any statement, warranty or representation made in or in connection with this Agreement, any other Loan Document or any Senior Notes Indenture, (B) the contents of any
            certificate, report or other document delivered under or in connection with this Agreement, any other Loan Document or any Senior Notes Indenture, (C) the performance or observance of any of the covenants, agreements or other terms or
            conditions set forth in this Agreement, any other Loan Document, any Senior Notes Indenture or the occurrence of any Default or Event of Default, (D) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan
            Document, any Senior Notes Indenture or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by this Agreement, (E) the value or the sufficiency of any Collateral, or (F) the
            satisfaction of any condition set forth in this Agreement, any other Loan Document or any Senior Notes Indenture, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent.

        (b)          The obligations of the Collateral Agent to any Senior Notes Indenture Secured Party shall be limited solely to (i) holding the Collateral for the ratable benefit of such Senior Notes Indenture Secured Party for so long as (A) the Senior
            Notes Indenture Obligations held by such Senior Notes Indenture Secured Party remain outstanding, and (B) the Senior Notes Indenture Obligations held by such Senior Notes Indenture Secured Party are secured by the Collateral, (ii) subject to
            the terms of this Agreement, enforcing the rights of such Senior Notes Indenture Secured Party in respect of Collateral, and (iii) distributing any proceeds received by the Collateral Agent from the sale, collection or realization of the
            Collateral to such Senior Notes Indenture Secured Party in respect of the Senior Notes Indenture Obligations held by such Senior Notes Indenture Secured Party in accordance with the terms of this Agreement.  No Senior Notes Indenture Secured
            Party shall be entitled to exercise (or direct the Collateral Agent to exercise) any rights or remedies hereunder with respect to the Senior Notes Indenture Obligations held by such Senior Notes Indenture Secured Party or the Collateral,
            including the right to enforce actions pursuant to this Agreement, request any action, institute proceedings, give any instructions or notices, make any election, make collections, sell or otherwise foreclose on any portion of the Collateral or
            receive any payment (except for its right to receive payments in the manner expressly provided in Section 4.04).  This Agreement shall not create any liability of the Collateral Agent to the Senior Notes Indenture Secured Parties by
            reason of actions with respect to the creation, perfection or continuation of the security interests on the Collateral, actions with respect to the occurrence of a Default or an Event of Default, actions with respect to the foreclosure upon,
            sale, release, or depreciation of, or failure to realize upon, any of the Collateral, actions with respect to the collection of any claim for all or any part of the Senior Notes Indenture Obligations from any debtor, guarantor or any other
            party or the valuation, use or protection of the Collateral.  By acceptance of the benefits under this Agreement, each Senior Notes Indenture Secured Party will be deemed to have acknowledged and agreed that the provisions of this Section
              5.03(b) are intended to induce the Senior Notes Indenture Secured Parties to permit such Persons to be Secured Parties under this Agreement and are being relied upon by the Senior Notes Indenture Secured Parties as consideration therefor.

        
          24

          
            


        

        (iii)          The Collateral Agent shall not be required to ascertain or inquire as to the performance by the Grantors of any of the Senior Note Indenture Obligations.

        (iv)          By accepting the benefits hereof, each Secured Party acknowledges that it has, independently and without reliance upon the Collateral Agent or any other Secured Party and based on such documents and information as it has deemed
            appropriate, made its own credit analysis and decision regarding the making or continuation of extensions of credit to the Grantors.  By accepting the benefits hereof, each Secured Party also acknowledges that it will, independently and without
            reliance upon the Collateral Agent or any other Secured Party 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, the other Loan Documents, any Senior Notes Indenture, and any related agreement or any document furnished hereunder or thereunder.

        ARTICLE VI

          

          MISCELLANEOUS

        SECTION 6.01          Notices.

        (a)          Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to Section 6.01(b)), all notices and other communications provided for herein shall be in writing and shall be
            delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

        (i)          if to any Grantor, care of the Company, to it at 1950 Hassell Road, Hoffman Estates, IL 60169, Attention of General Counsel (Fax No. 847-839-2604), with a copy to Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the
            Americas, New York, NY 10019-6064, Attention of Monica K. Thurmond (Fax No. 212-492-0055); and

        (ii)          if to the Collateral Agent, to Bank of America, 900 W. Trade St., 6th Floor, NC1-026-06-03, Charlotte, NC 28255, Attention: Melissa Mullis (Telephone: 980-386-9372; Facsimile: 704-409-0617; Email: melissa.mullis@baml.com).

        (b)          The Collateral Agent or any Grantor may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided, that, approval of
            such procedures and may be limited to particular notices or communications.

        (c)          Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto.  All notices and other communications given to any party hereto in accordance with the
            provisions of this Agreement shall be deemed to have been given on the date of receipt.

        SECTION 6.02          Waivers;

              Amendments.  This Agreement and the provisions hereof may not be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the parties hereto; provided, that, notwithstanding the
            foregoing, (a) this Agreement and the provisions hereof may not be waived, amended or modified unless such waiver, amendment or modification is permitted pursuant to the Loan Documents, (b) any update to the schedules hereto delivered pursuant
            to Section 3.03(e) shall not constitute an amendment or modification to this Agreement for purposes of this

        
          25

          
            


        

        Section 6.02, (c) the execution and delivery of any Supplement pursuant to Section 6.15, and any update to the
          schedules hereto pursuant to a Supplement, shall not constitute an amendment or modification to this Agreement for purposes of this Section 6.02, and (d) in connection with the occurrence of any event, or the satisfaction of any
          condition, that requires the obligations under any Other Senior Notes Indenture, pursuant to the terms and provisions of such Other Senior Notes Indenture, to become Secured Obligations, this Agreement may be amended by the Company and the
          Collateral Agent to include as Secured Obligations any obligations under such Other Senior Notes Indenture as required by such Other Senior Notes Indenture.  No failure or delay by the Collateral Agent or any other Secured Party in exercising any
          right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further
          exercise thereof or the exercise of any other right or power.  The rights and remedies of the Collateral Agent and any other Secured Party hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. 
          No waiver of any provision of this Agreement or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by this Section 6.02, and then such waiver or consent shall be effective
          only in the specific instance and for the specific purpose for which given.

        SECTION 6.03          Expenses;

              Indemnity; Damage Waiver.

        (a)          The Grantors shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one counsel for the
            Collateral Agent, in connection with the preparation and administration of this Agreement and any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be
            consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent or any other Secured Party, including the reasonable and documented fees, charges and disbursements of any counsel for the Collateral
            Agent or any other Secured Party, incurred during any workout, restructuring or negotiations in respect of the Secured Obligations or in connection with the enforcement or protection of its rights under this Agreement, including its rights
            under this Section or in connection with the Secured Obligations.

        (b)          The Grantors shall indemnify the Collateral Agent, each other Secured Party and each Related Party of any of the foregoing Persons (each of the foregoing being called an “Indemnitee”), against, and hold each Indemnitee harmless
            from, any and all losses, liabilities and out-of-pocket costs or expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee (whether by a third party or
            by a Grantor or any of its Affiliates, and whether based on contract, tort or any other theory) arising out of, in connection with, or as a result of (i) the consummation of the transactions contemplated hereby, (ii) any Secured Obligation or
            the use of the proceeds therefrom, (iii) the execution, delivery or performance by the Grantors of this Agreement, or any actions or omissions of the Grantors in connection therewith, or (iv) any actual or prospective claim, litigation,
            investigation or proceeding relating to any of the foregoing, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE;
            provided, that, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, liabilities, costs or expenses shall have (A) been found by a final, non-appealable judgment of a court of competent
            jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (B) resulted from a claim brought by a Grantor against an Indemnitee or any of its Related Parties for a material breach in bad faith
            of such Indemnitee’s obligations hereunder, if such Grantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent

        
          26

          
            


        

        jurisdiction to the effect that such a material breach in bad faith has occurred, or (C) arisen from any
          claim, action, suit, inquiry, litigation, investigation or proceeding that does not involve an act or omission of the Grantors or any of their respective Affiliates and is brought by an Indemnitee against another Indemnitee (other than any claim,
          action, suit, inquiry, litigation, investigation or proceeding against the Collateral Agent in its capacity as such).

        (c)          To the extent that the Grantors fail to pay any amount required to be paid by it under Section 6.03(a) or (b), each Secured Party severally agrees to pay to the Collateral Agent such Secured Party’s pro rata share
            (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that, the unreimbursed loss, liability, cost or expense, as the case may be, was incurred by or
            asserted against the Collateral Agent or against any Related Party acting for the Collateral Agent (or any sub-agent) in connection with such capacity.  For purposes hereof, a Secured Party’s “pro rata share” shall be determined based upon its
            share of the sum of the aggregate Secured Obligations then existing.

        (d)          To the extent permitted by applicable law, no Grantor shall assert, and each Grantor 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 or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Secured Obligation or the use of the proceeds thereof. 
            No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection
            with this Agreement or the transactions contemplated hereby, other than for damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee as determined by a final nonappealable judgment of a court of competent
            jurisdiction.

        (e)          All amounts due under this Section 6.03 shall be payable within 15 Business Days after receipt of a reasonably detailed invoice therefor.

        SECTION 6.04          Successors

              and Assigns.  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 no Grantor may assign or otherwise transfer any
            of its rights or obligations hereunder without the prior written consent of the Collateral Agent (and any attempted assignment or transfer without such consent shall be null and void); provided, that, notwithstanding the
            foregoing, no such assignment or transfer shall be permitted unless also permitted pursuant to the Loan Documents.  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, and, to the extent expressly contemplated by this Agreement or any other Loan Document, the sub-agents of the Collateral Agent and the Related Parties of each of the Collateral Agent and
            the other Secured Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement.

        SECTION 6.05          Survival.  All covenants, agreements, representations and warranties made by the Grantors herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be
            considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement, regardless of any investigation made by any such other party or on its behalf, and shall continue in full force and
            effect as long as the Secured Obligations are outstanding and unpaid.  The provisions of Sections 6.03 and clause (b) of Section 6.12 shall survive and remain in full force and effect regardless of the repayment of the
            Secured Obligations or the termination of this Agreement or any provision hereof.

        
          27

          
            


        

        SECTION 6.06         Counterparts. 


            This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an
            executed counterpart of a signature page of this Agreement by fax or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

        SECTION 6.07          Severability. 


            Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity,
            legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

        SECTION 6.08          Governing

              Law; Jurisdiction; Consent to Service of Process.

        (a)          This Agreement shall be construed in accordance with and governed by the law of the State of New York.

        (b)          Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court 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 for recognition or enforcement of any judgment, and each of the parties hereto
            hereby 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 or, to the extent permitted by 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 shall affect any right that
            the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement against any Grantor or its properties in the courts of any jurisdiction.

        (c)          Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding
            arising out of or relating to this Agreement or the transactions contemplated hereby in any court referred to in Section 6.08(b).  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense
            of an inconvenient forum to the maintenance of such action or proceeding in any such court.

        (d)          Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 6.01.  Nothing in this Agreement will affect the right of any party hereto or thereto to serve process in any
            other manner permitted by law.

        SECTION 6.09        WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY 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 THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
            TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
            FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER

        
          28

          
            


        

        PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
          THIS SECTION.

        SECTION 6.10          Headings. 

            Article and Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

        SECTION 6.11          Electronic

              Execution.  This Agreement and any other document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a “Communication”), including
            Communications required to be in writing, may be in the form of an Electronic Record and may be executed using an Electronic Signature.  Each Grantor agrees that any Electronic Signature on or associated with any Communication shall be valid
            and binding on such Grantor to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Grantor enforceable against such
            Grantor in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered.  Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and
            electronic counterparts, but all such counterparts are one and the same Communication.  For the avoidance of doubt, the authorization under this Section may include use or acceptance by the Collateral Agent of a manually signed paper
            Communication which has been converted into electronic form (such as scanned into .pdf format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention.  The Collateral Agent may, at
            its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of the Collateral Agent’s business, and destroy the original
            paper document.  All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. 
            Notwithstanding anything contained herein to the contrary, the Collateral Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Collateral Agent pursuant to procedures
            approved by it; provided, that, without limiting the foregoing, (a) to the extent the Collateral Agent has agreed to accept such Electronic Signature, the Collateral Agent shall be entitled to rely on any such Electronic
            Signature purportedly given by or on behalf of a Grantor without further verification, and (b) upon the request of the Collateral Agent, any Electronic Signature shall be promptly followed by such manually executed counterpart.  For purposes
            hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

        SECTION 6.12         Payments

              Set Aside.  To the extent that any payment by or on behalf of any Grantor is made to the Collateral Agent or any other Secured Party, or the Collatreal Agent or any other Secured Party exercises any 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 Collateral Agent or such other Secured Party
            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 Secured Party shall pay to the Collateral Agent upon demand its applicable share (without
            duplication) of any amount so recovered from or repaid by the Collateral Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to an overnight rate from time to time in
            effect and determined by the Collateral Agent in accordance with banking industry rules on interbank compensation.

        
          29

          
            


        

        SECTION 6.13          Acknowledgement

              Regarding Any Supported QFCs.  To the extent that this Agreement provides support, through a guarantee or otherwise, for any Hedging Agreement 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 this Agreement 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), 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 this Agreement 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 this Agreement were governed by the
            laws of the United States or a state of the United States.

        SECTION 6.14          Termination

              or Release.

        (a)          This Agreement shall remain in full force and effect until such time as the Secured Obligations have been paid in full, at which time this Agreement shall automatically terminate.  Upon the termination of this Agreement, the Collateral
            Agent shall, upon the request and at the expense of the Grantors, execute and deliver all documents reasonably requested by the Grantors to evidence such termination.

        (b)          By accepting the benefits hereof, each Secured Party irrevocably authorizes and directs the Collateral Agent, at its option and in its discretion: (i) to release any Lien on any property granted to or held by the Collateral Agent under
            this Agreement (A) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition not prohibited under the Loan Document, (B) to the extent such property becomes
            Excluded Property, or (C) if approved, authorized or ratified in accordance with the provisions of the Loan Documents; (ii) to subordinate any Lien on any property of any Grantor granted to or held by the Collateral Agent under this Agreement
            to the holder of any Lien on such property, to the extent that (A) such property constitutes fixed or capital assets acquired, constructed or improved by such Grantor, and (B) such Lien is permitted pursuant to the terms of the Loan Documents;
            and (iii) to release any Grantor from its obligations under this Agreement (including the release of all Liens on such Grantor’s property granted to or held by the Collateral Agent under this Agreement) if such Person cease to be a Subsidiary
            (or otherwise becomes an Excluded Subsidiary) as a result of a transaction not prohibited under the Loan Documents; provided, that, no such release shall occur pursuant to this clause (iii) if such Grantor continues to
            be obligated in respect of any Secured Obligations.  In each case as specified in the immediately preceding sentence, the Collateral Agent will, at the Company’s expense, execute and deliver to the applicable Grantor such documents as such
            Grantor may reasonably request to evidence the release of such item of Collateral from the security interest granted under this Agreement or to

        
          30

          
            


        

        subordinate its interest in such item, or to release such Grantor from its obligations under this Agreement,
          in each case in accordance with the terms of the immediately preceding sentence.

        SECTION 6.15          Additional

              Subsidiaries.  At any time after the execution of this Agreement, each Subsidiary that is required to become a Grantor shall become a party to this Agreement upon execution and delivery by the Collateral Agent and such Subsidiary of a
            Supplement and, immediately upon such execution and delivery, and without any further action, such Subsidiary shall (a) become a party to this Agreement as a Grantor and shall have all of the rights and obligations of a Grantor hereunder, and
            (b) be deemed to have to have made the representations and warranties set forth herein, and shall be bound by all of the terms, covenants and conditions hereof to the same extent as if such Subsidiary had executed this Agreement on the original
            date hereof.  The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any additional Subsidiary as a party to this Agreement.

        SECTION 6.16          Security

              Interest Absolute.  All rights of the Collateral Agent hereunder, the security interests granted pursuant hereto, and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity
            or enforceability of this Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any
            other term of, all or any of the Secured Obligations, or any other amendment to or waiver of, or any consent to any departure from, this Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or
            instrument relating to any of the foregoing, (c) any exchange, release or non-perfection of any Lien on other collateral securing, or any release or amendment to or waiver of, or any consent to any departure from, any guarantee of, all or any
            of the Secured Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Secured Obligations or this Agreement.

        [Signature Pages Follow]

         

        

         

        

        
          31

          
            


        

        

        

        IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above
          written.

        
          	
                  GRANTORS

                	
                  CDK GLOBAL, INC.,

                	 
	 	
                  a Delaware corporation

                	 
	 	 	 	 
	 	
                  By:

                	 	 
	 	
                  Name:

                	 	 
	 	
                  Title:

                	 	 
	 	 	 	 
	 	
                  [GRANTOR],

                	 
	 	
                  a [__]

                	 
	 	 	 	 
	 	
                  By:

                	 	 
	 	
                  Name:

                	 	 
	 	
                  Title:

                	 	 
	 	 	 	 
	

                	[GRANTOR],	 	 
	 	
                  a [__]

                	 	 
	 	 	 
	 	
                  By:

                	 	 
	 	
                  Name:

                	 	 
	 	
                  Title:

                	 	 
	 	 	 	 


          

          

        

      

      
        
          


      

      
        

        

        	
                COLLATERAL AGENT:

              	
                BANK OF AMERICA, N.A.,

              	 
	 	as Collateral Agent	 
	 	 	 	 
	 	
                By:

              	 	 
	 	
                Name:

              	 	 
	 	
                Title:

              	 	 


        

        

        

        

      

      
        
          


      

      

        SCHEDULE I

        PLEDGED EQUITY INTERESTS; PLEDGED DEBT SECURITIES

        

        

        
          
            


        

        SCHEDULE II

        COMMERCIAL TORT CLAIMS

        

        

        
          
            


        

        SCHEDULE III

        INTELLECTUAL PROPERTY

        

        

        
          
            


        

        EXHIBIT A

        [FORM OF] SUPPLEMENT

        SUPPLEMENT NO. [__], dated as of [__] (this “Supplement”), to that certain Security and Pledge
          Agreement, dated as of [__] (as amended, restated, supplemented or otherwise modified from time to time, the “Security and Pledge Agreement”), by and among CDK GLOBAL, INC., a Delaware corporation (the “Company”), the other Grantors
          party thereto, and BANK OF AMERICA, N.A., as Collateral Agent.  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security and Pledge Agreement.  The rules of construction
          specified in Section 1.02 of the Security and Pledge Agreement shall apply to this Supplement, mutatis mutandis.

        The undersigned Subsidiary (the “New Subsidiary”) is executing this Supplement to become a Grantor
          under the Security and Pledge Agreement.

        Accordingly, the Collateral Agent and the New Subsidiary agree as follows:

        SECTION 1.  In accordance with Section 6.15 of the Security and Pledge Agreement, the New Subsidiary by its
          signature below becomes a Grantor under the Security and Pledge Agreement with the same force and effect as if originally named therein as a Grantor.  The New Subsidiary hereby (a) agrees to all the terms and provisions of the Security and Pledge
          Agreement applicable to it in such capacity, and (b) represents and warrants that the representations and warranties made by it in such capacity thereunder are true and correct on and as of the date hereof.  In furtherance of the foregoing, to
          secure the prompt payment and performance in full when due, whether by lapse or time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, the New Subsidiary hereby grants to the Collateral Agent, for the benefit of the
          Secured Parties, a continuing security interest in, and right of set off against, any and all right, title and interest of the New Subsidiary in, to and under, whether now owned or existing or owned, acquired or arising hereafter in, the
          Collateral of the New Subsidiary.  Each reference to a Grantor in the Security and Pledge Agreement shall be deemed to include the New Subsidiary.  The Security and Pledge Agreement is hereby incorporated herein by reference.

        SECTION 2.  The New Subsidiary represents and warrants that this Supplement (a) has been duly authorized by
          all necessary organization and, if required equity holder action, and (b) has been duly executed and delivered by the New Subsidiary and constitutes a legal, valid and binding obligation of the New Subsidiary, enforceable in accordance with its
          terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

        SECTION 3.  The New Subsidiary hereby irrevocably authorizes the Collateral Agent (or its designee) at any
          time and from time to time (a) to file in any relevant jurisdiction any financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as “all assets, whether now owned or
          hereafter acquired” of the New Subsidiary or words of similar effect or of a lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the UCC for the filing of any financing statement or amendment, and (b) to
          file with the United States Patent and Trademark Office or the United States Copyright Office such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the security
          interest granted by the New Subsidiary pursuant to Section 3.01(a) of the Security and Pledge Agreement and this Supplement.  The New Subsidiary agrees to provide the information required for any such filing to the Collateral Agent promptly upon
          request.  The New Subsidiary also ratifies its authorization for the Collateral Agent (or its designee) to file in any relevant jurisdiction or

        
          
            


        

        filing office any of the foregoing financing statements, documents or amendments thereto if filed prior to the date of this
          Supplement.

        SECTION 4.  As of the date of this Supplement, Schedule I sets forth a true and complete list, with
          respect to the New Subsidiary, of (a) all the Pledged Equity Interests owned by the New Subsidiary, the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity
          Interests owned by the New Subsidiary, and, in the case of any certificated Pledged Equity Interests, the certificate number (and number of units represented by each such certificate) for any certificate evidencing such Pledged Equity Interests,
          and (b) all the Pledged Debt Securities owned by the New Subsidiary.  Schedule II sets forth, as of the date of this Supplement, a true and complete list, with respect to the New Subsidiary, of each Commercial Tort Claim in respect of
          which a complaint or counterclaim has been filed by the New Subsidiary for which the New Subsidiary has determined that it reasonably expects to recover at least $5,000,000, including a summary description of such claim.  Schedule III
          sets forth, as of the date of this Supplement, a true and correct list, with respect to the New Subsidiary, of (i) all Patents that have been granted by the United States Patent and Trademark Office and Patents for which United States
          applications are pending, (ii) all Copyrights that have been registered with the United States Copyright Office and Copyrights for which United States registration applications are pending, (iii) all Trademarks that have been registered with the
          United States Patent and Trademark Office and Trademarks for which United States registration applications are pending, and (iv) all United States exclusive Copyright Licenses under which the New Subsidiary is a licensee, as applicable,
          specifying, with respect to any such Patents, Copyrights or Trademarks, the name of the registered owner, title or type of mark, registration or application number, and registration date (if already registered) or filing date, and with respect to
          any such exclusive Copyright Licenses, the licensee, licensor and date of such license agreement.  Schedule IV sets forth, as of the date of this Supplement, the name of jurisdiction of organization of, and the percentage of each class of
          Equity Interests owned by, the owner(s) of the Equity Interests of the New Subsidiary.  Schedule V sets forth, as of the date of this Supplement, the New Subsidiary’s (A) exact legal name, (B) any former legal names in the four (4) months
          prior to the date of this Supplement, if any, (C) jurisdiction of its incorporation or organization, as applicable, (D) type of organization, (E) jurisdictions in which the New Subsidiary is qualified to do business, (F) chief executive office
          address, (G) principal place of business address, (H) U.S. federal taxpayer identification number, and (I) organization identification number.

        SECTION 5.  This Supplement may be executed in counterparts (and by different parties hereto on different
          counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Supplement by fax or other electronic image scan
          transmission shall be effective as delivery of a manually executed counterpart of this Supplement.  Subject to Section 6.11 of the Security and Pledge Agreement, this Supplement may be in the form of an Electronic Record and may be executed using
          Electronic Signatures (including facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record.  This Supplement may be executed in as many counterparts as necessary
          or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Supplement.  For the avoidance of doubt, the authorization under this paragraph may include use or acceptance by the Collateral Agent
          of a manually signed paper Communication which has been converted into electronic form (such as scanned into .pdf), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention.

        SECTION 6.  Any provision of this Supplement held to be invalid, illegal or unenforceable in any jurisdiction
          shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions

        
          
            


        

        hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any
          other jurisdiction.

        SECTION 7.  All communications and notices hereunder shall be in writing and given as provided in Section
          6.01 of the Security and Pledge Agreement.

        SECTION 8.  The terms of Section 6.13 of the Security and Pledge Agreement with respect to acknowledgement
          regarding any Supported QFCs is incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

        SECTION 9.  This Supplement shall be construed in accordance with and governed by the law of the State of New
          York.  The provisions of Sections 6.08(b), (c), and (d) and Section 6.09 of the Security and Pledge Agreement are hereby incorporated by reference herein as if set forth in full force herein, mutatis mutandis.

        [Signature Pages Follow]

        

        

        
          
            


        

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

        

        	
                NEW SUBSIDIARY:

              	
                [NEW SUBSIDIARY],

              	 
	 	
                a [__]

              	 
	 	 	 	 
	 	
                By:

              	 	 
	 	
                Name:

              	 	 
	 	
                Title:

              	 	 
	 	 	 	 
	
                COLLATERAL AGENT:

              	
                BANK OF AMERICA, N.A.,

              	 
	 	
                as Collateral Agent

              	 
	 	 	 	 
	 	
                By:

              	 	 
	 	
                Name:

              	 	 
	 	
                Title:

              	 	 


        

        

        
          
            


        

        [schedules to Supplement to be added by New Subsidiary]

         

        

      

    

     

    

    
      
        


    

    Exhibit I

    

    

    Form of Secured Party Designation Notice

    

    

    See attached.

    
      
        


    

    

    

    EXHIBIT I

    [FORM OF] SECURED PARTY DESIGNATION NOTICE

    [Date]

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

    Ladies and Gentlemen:

    Reference is hereby made to the Revolving Credit Agreement, dated as of August 17, 2018 (as amended, restated,
      supplemented or otherwise modified from time to time, the “Credit Agreement”), among CDK Global, Inc., the Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as
      Administrative Agent.  Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

    [Cash Management Bank/Hedge Bank] (the “Secured Party”) hereby notifies you, pursuant to the terms of the
      Credit Agreement and the other Loan Documents, that the Secured Party meets the requirements of a [Cash Management Bank][Hedge Bank] under the terms of the Credit Agreement and the other Loan Documents and is a [Cash Management Bank][Hedge Bank]
      under the Credit Agreement and the other Loan Documents.

    A duly authorized officer of the undersigned has executed this notice as of the day and year set forth above.

    	 	
            ,

          	 
	 	
            [__],

          	 
	 	
            as a [Cash Management Bank][Hedge Bank]

          	 
	 	 	 	 
	 	
            By:

          	 	 
	 	
            Name:

          	 	 
	 	
            Title: