EXHIBIT 10.48



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CREDIT AGREEMENT



by and among



THE TRIZETTO GROUP, INC.



and



EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO



as Borrowers,



THE LENDERS THAT ARE SIGNATORIES HERETO



as the Lenders,



and



WELLS FARGO FOOTHILL, INC.



as the Arranger
and Administrative Agent



Dated as of December 21, 2004

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TABLE OF CONTENTS



|   |  |                                |  |                                                                                                                          |  |   
|-- |  | ------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------ |  | --
|   |  |                                |  | Page                                                                                                                    
|1. |  | DEFINITIONS AND CONSTRUCTION   |  | 1                                                                                                                       
|   |  |                                | 
|   |  | 1.1                            |  | Definitions                                                                                                              |  | 1 
|   |  | 1.2                            |  | Accounting Terms                                                                                                         |  | 1 
|   |  | 1.3                            |  | Code                                                                                                                     |  | 1 
|   |  | 1.4                            |  | Construction                                                                                                             |  | 1 
|   |  | 1.5                            |  | Schedules and Exhibits                                                                                                   |  | 2 
|   |  |                               
|2. |  | LOAN AND TERMS OF PAYMENT      |  | 2                                                                                                                       
|   |  |                                | 
|   |  | 2.1                            |  | Revolver Advances                                                                                                        |  | 2 
|   |  | 2.2                            |  | Intentionally Omitted                                                                                                    |  | 2 
|   |  | 2.3                            |  | Borrowing Procedures and Settlements                                                                                     |  | 2 
|   |  | 2.4                            |  | Payments                                                                                                                 |  | 6 
|   |  | 2.5                            |  | Overadvances                                                                                                             |  | 8 
|   |  | 2.6                            |  | Interest Rates: Rates, Payments, and Calculations                                                                        |  | 8 
|   |  | 2.7                            |  | Cash Management                                                                                                          |  | 9 
|   |  | 2.8                            |  | Crediting Payments                                                                                                       |  | 10
|   |  | 2.9                            |  | Designated Account                                                                                                       |  | 10
|   |  | 2.10                           |  | Maintenance of Loan Account; Statements of Obligations                                                                   |  | 11
|   |  | 2.11                           |  | Fees                                                                                                                     |  | 11
|   |  | 2.12                           |  | Intentionally Omitted                                                                                                    |  | 11
|   |  | 2.13                           |  | Intentionally Omitted                                                                                                    |  | 11
|   |  | 2.14                           |  | Capital Requirements                                                                                                     |  | 11
|   |  | 2.15                           |  | Joint and Several Liability of Borrowers                                                                                 |  | 11
|   |  |                               
|3. |  | CONDITIONS; TERM OF AGREEMENT  |  | 13                                                                                                                      
|   |  |                                | 
|   |  | 3.1                            |  | Conditions Precedent to the Initial Extension of Credit                                                                  |  | 13
|   |  | 3.2                            |  | Conditions Precedent to all Extensions of Credit                                                                         |  | 13
|   |  | 3.3                            |  | Term                                                                                                                     |  | 14
|   |  | 3.4                            |  | Effect of Termination                                                                                                    |  | 14
|   |  | 3.5                            |  | Early Termination by Borrowers                                                                                           |  | 14
|   |  |                               
|4. |  | REPRESENTATIONS AND WARRANTIES |  | 14                                                                                                                      
|   |  |                                | 
|   |  | 4.1                            |  | No Encumbrances                                                                                                          |  | 14
|   |  | 4.2                            |  | Intentionally Omitted                                                                                                    |  | 14
|   |  | 4.3                            |  | Inventory                                                                                                                |  | 14
|   |  | 4.4                            |  | Equipment                                                                                                                |  | 14
|   |  | 4.5                            |  | Location of Inventory and Equipment                                                                                      |  | 15
|   |  | 4.6                            |  | Inventory Records                                                                                                        |  | 15
|   |  | 4.7                            |  | State of Incorporation; Location of Chief Executive Office; Organizational Identification Number; Commercial Tort Claims |  | 15
|   |  | 4.8                            |  | Due Organization and Qualification; Subsidiaries                                                                         |  | 15
|   |  | 4.9                            |  | Due Authorization; No Conflict                                                                                           |  | 16
|   |  | 4.10                           |  | Litigation                                                                                                               |  | 16
|   |  | 4.11                           |  | No Material Adverse Change                                                                                               |  | 16
|   |  | 4.12                           |  | Fraudulent Transfer                                                                                                      |  | 16
|   |  | 4.13                           |  | Employee Benefits                                                                                                        |  | 17
|   |  | 4.14                           |  | Environmental Condition                                                                                                  |  | 17
|   |  | 4.15                           |  | Intellectual Property                                                                                                    |  | 17
|   |  | 4.16                           |  | Leases                                                                                                                   |  | 17



i



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TABLE OF CONTENTS

(continued)



|   |  |                                        |  |                                             |  |     
|-- |  | -------------------------------------- |  | ------------------------------------------- |  | ----
|   |  |                                        |  |                                             |  | Page
|   |  | 4.17                                   |  | Deposit Accounts and Securities Accounts    |  | 17  
|   |  | 4.18                                   |  | Complete Disclosure                         |  | 17  
|   |  | 4.19                                   |  | Indebtedness                                |  | 17  
|   |  | 4.21                                   |  | Material Contracts                          |  | 18  
|   |  |                                       
|5. |  | AFFIRMATIVE COVENANTS                  |  | 18                                         
|   |  |                                        | 
|   |  | 5.1                                    |  | Accounting System                           |  | 18  
|   |  | 5.2                                    |  | Collateral Reporting                        |  | 18  
|   |  | 5.3                                    |  | Financial Statements, Reports, Certificates |  | 18  
|   |  | 5.4                                    |  | Intentionally Omitted                       |  | 18  
|   |  | 5.5                                    |  | Inspection                                  |  | 18  
|   |  | 5.6                                    |  | Maintenance of Properties                   |  | 18  
|   |  | 5.7                                    |  | Taxes                                       |  | 18  
|   |  | 5.8                                    |  | Insurance                                   |  | 19  
|   |  | 5.9                                    |  | Location of Inventory and Equipment         |  | 19  
|   |  | 5.10                                   |  | Compliance with Laws                        |  | 20  
|   |  | 5.11                                   |  | Leases                                      |  | 20  
|   |  | 5.12                                   |  | Existence                                   |  | 20  
|   |  | 5.13                                   |  | Environmental                               |  | 20  
|   |  | 5.14                                   |  | Disclosure Updates                          |  | 20  
|   |  | 5.15                                   |  | Control Agreements                          |  | 20  
|   |  | 5.16                                   |  | Formation of Subsidiaries                   |  | 20  
|   |  | 5.18                                   |  | Post-Closing Covenants                      |  | 21  
|   |  | 5.19                                   |  | Copyrights                                  |  | 21  
|   |  | 5.20                                   |  | Assignability of Contracts                  |  | 21  
|   |  | 5.21                                   |  | Billing Procedures                          |  | 21  
|   |  |                                       
|6. |  | NEGATIVE COVENANTS                     |  | 21                                         
|   |  |                                        | 
|   |  | 6.1                                    |  | Indebtedness                                |  | 21  
|   |  | 6.2                                    |  | Liens                                       |  | 23  
|   |  | 6.3                                    |  | Restrictions on Fundamental Changes         |  | 23  
|   |  | 6.4                                    |  | Disposal of Assets                          |  | 23  
|   |  | 6.5                                    |  | Change Name                                 |  | 23  
|   |  | 6.6                                    |  | Nature of Business                          |  | 23  
|   |  | 6.7                                    |  | Prepayments and Amendments                  |  | 23  
|   |  | 6.8                                    |  | Change of Control                           |  | 24  
|   |  | 6.9                                    |  | Consignments                                |  | 24  
|   |  | 6.10                                   |  | Distributions                               |  | 24  
|   |  | 6.11                                   |  | Accounting Methods                          |  | 24  
|   |  | 6.12                                   |  | Investments                                 |  | 24  
|   |  | 6.13                                   |  | Transactions with Affiliates                |  | 24  
|   |  | 6.14                                   |  | Use of Proceeds                             |  | 24  
|   |  | 6.15                                   |  | Inventory and Equipment with Bailees        |  | 25  
|   |  | 6.16                                   |  | Financial Covenants                         |  | 25  
|   |  |                                       
|7. |  | EVENTS OF DEFAULT                      |  | 26                                         
|   |  |                                       
|8. |  | THE LENDER GROUPS RIGHTS AND REMEDIES |  | 27                                         
|   |  |                                        | 
|   |  | 8.1                                    |  | Rights and Remedies                         |  | 27  
|   |  | 8.2                                    |  | Remedies Cumulative                         |  | 28  



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TABLE OF CONTENTS

(continued)



|    |  |                                            |  |                                                                                                              |  |   
|--- |  | ------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------ |  | --
|    |  |                                            |  | Page                                                                                                        
|9.  |  | TAXES AND EXPENSES                         |  | 28                                                                                                          
|    |  |                                           
|10. |  | WAIVERS; INDEMNIFICATION                   |  | 28                                                                                                          
|    |  |                                            | 
|    |  | 10.1                                       |  | Demand; Protest; etc                                                                                         |  | 28
|    |  | 10.2                                       |  | The Lender Groups Liability for Borrower Collateral                                                         |  | 28
|    |  | 10.3                                       |  | Indemnification                                                                                              |  | 28
|    |  |                                           
|11. |  | NOTICES                                    |  | 29                                                                                                          
|    |  |                                           
|12. |  | CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER |  | 30                                                                                                          
|    |  |                                           
|13. |  | ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS |  | 31                                                                                                          
|    |  |                                            | 
|    |  | 13.1                                       |  | Assignments and Participations.                                                                              |  | 31
|    |  | 13.2                                       |  | Successors                                                                                                   |  | 32
|    |  |                                           
|14. |  | AMENDMENTS; WAIVERS                        |  | 33                                                                                                          
|    |  |                                            | 
|    |  | 14.1                                       |  | Amendments and Waivers                                                                                       |  | 33
|    |  | 14.2                                       |  | Replacement of Holdout Lender                                                                                |  | 34
|    |  | 14.3                                       |  | No Waivers; Cumulative Remedies                                                                              |  | 34
|    |  |                                           
|15. |  | AGENT; THE LENDER GROUP                    |  | 34                                                                                                          
|    |  |                                            | 
|    |  | 15.1                                       |  | Appointment and Authorization of Agent                                                                       |  | 34
|    |  | 15.2                                       |  | Delegation of Duties                                                                                         |  | 35
|    |  | 15.3                                       |  | Liability of Agent                                                                                           |  | 35
|    |  | 15.4                                       |  | Reliance by Agent                                                                                            |  | 35
|    |  | 15.5                                       |  | Notice of Default or Event of Default                                                                        |  | 35
|    |  | 15.6                                       |  | Credit Decision                                                                                              |  | 36
|    |  | 15.7                                       |  | Costs and Expenses; Indemnification                                                                          |  | 36
|    |  | 15.8                                       |  | Agent in Individual Capacity                                                                                 |  | 37
|    |  | 15.9                                       |  | Successor Agent                                                                                              |  | 37
|    |  | 15.10                                      |  | Lender in Individual Capacity                                                                                |  | 37
|    |  | 15.11                                      |  | Withholding Taxes                                                                                            |  | 38
|    |  | 15.12                                      |  | Collateral Matters                                                                                           |  | 39
|    |  | 15.13                                      |  | Restrictions on Actions by Lenders; Sharing of Payments                                                      |  | 40
|    |  | 15.14                                      |  | Agency for Perfection                                                                                        |  | 40
|    |  | 15.15                                      |  | Payments by Agent to the Lenders                                                                             |  | 40
|    |  | 15.16                                      |  | Concerning the Collateral and Related Loan Documents                                                         |  | 41
|    |  | 15.17                                      |  | Field Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information |  | 41
|    |  | 15.18                                      |  | Several Obligations; No Liability                                                                            |  | 41
|    |  | 15.19                                      |  | Bank Product Providers                                                                                       |  | 42
|    |  |                                           
|16. |  | GENERAL PROVISIONS                         |  | 42                                                                                                          
|    |  |                                            | 
|    |  | 16.1                                       |  | Effectiveness                                                                                                |  | 42
|    |  | 16.2                                       |  | Section Headings                                                                                             |  | 42
|    |  | 16.3                                       |  | Interpretation                                                                                               |  | 42
|    |  | 16.4                                       |  | Severability of Provisions                                                                                   |  | 42
|    |  | 16.5                                       |  | Counterparts; Electronic Execution                                                                           |  | 42
|    |  | 16.6                                       |  | Revival and Reinstatement of Obligations                                                                     |  | 42
|    |  | 16.7                                       |  | Confidentiality                                                                                              |  | 43
|    |  | 16.8                                       |  | Integration                                                                                                  |  | 43
|    |  | 16.9                                       |  | Parent as Agent for Borrowers                                                                                |  | 43



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TABLE OF CONTENTS



EXHIBITS AND SCHEDULES



|                |  |                                            
|--------------- |  | -------------------------------------------
|Exhibit A-1     |  | Form of Assignment and Acceptance          
|Exhibit B-1     |  | Form of Borrowing Base Certificate         
|Exhibit C-1     |  | Form of Compliance Certificate             
|                | 
|Schedule A-1    |  | Agents Account                            
|Schedule C-1    |  | Commitments                                
|Schedule D-1    |  | Designated Account                         
|Schedule P-1    |  | Permitted Liens                            
|Schedule 1.1    |  | Definitions                                
|Schedule 2.7(a) |  | Cash Management Banks                      
|Schedule 3.1    |  | Conditions Precedent                       
|Schedule 4.5    |  | Locations of Inventory and Equipment       
|Schedule 4.7(a) |  | States of Organization                     
|Schedule 4.7(b) |  | Chief Executive Offices                    
|Schedule 4.7(c) |  | Organizational Identification Numbers      
|Schedule 4.7(d) |  | Commercial Tort Claims                     
|Schedule 4.8(b) |  | Capitalization of Borrowers                
|Schedule 4.8(c) |  | Capitalization of Borrowers Subsidiaries  
|Schedule 4.14   |  | Environmental Matters                      
|Schedule 4.15   |  | Intellectual Property                      
|Schedule 4.17   |  | Deposit Accounts and Securities Accounts   
|Schedule 4.19   |  | Permitted Indebtedness                     
|Schedule 5.2    |  | Collateral Reporting                       
|Schedule 5.3    |  | Financial Statements, Reports, Certificates



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CREDIT AGREEMENT



THIS CREDITAGREEMENT(this Agreement), is entered into as of December , 2004, by and
among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a Lender and collectively as the
Lenders), and WELLS FARGO FOOTHILL, INC.,a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity,
Agent), and THE TRIZETTO GROUP, INC., a Delaware corporation (Parent), and each of Parents Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are
referred to hereinafter each individually as a Borrower, and individually and collectively, jointly and severally, as the Borrowers).



The parties agree as follows:



1. DEFINITIONS AND CONSTRUCTION.



1.1 Definitions. Capitalized terms used in this Agreement shall have the meanings specified therefor on Schedule 1.1.



1.2 Accounting Terms.All accounting terms not specifically
defined herein shall be construed in accordance with GAAP. When used herein, the term financial statements shall include the notes and schedules thereto. Whenever the term Borrowers or the term Parent is used in
respect of a financial covenant or a related definition, it shall be understood to mean Parent and its Subsidiaries on a consolidated basis unless the context clearly requires otherwise.



1.3 Code.Any terms used in this Agreement that are defined in the Code shall be construed and defined as set
forth in the Code unless otherwise defined herein, provided, however, that to the extent that the Code is used to define any term herein and such term is defined differently in different Articles of the Code, the definition of such
term contained in Article 9 shall govern.



1.4
Construction.Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms includes and
including are not limiting, and the term or has, except where otherwise indicated, the inclusive meaning represented by the phrase and/or. The words hereof, herein, hereby,
hereunder, and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan
Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in the other Loan Documents to any agreement, instrument, or
document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations,
amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). Any reference herein to the satisfaction or repayment in full of the Obligations shall mean the repayment in full in
cash (or cash collateralization in accordance with the terms hereof) of all Obligations other than contingent indemnification Obligations and other than any Bank Product Obligations that, at such time, are allowed by the applicable Bank Product
Provider to remain outstanding and are not required to be repaid or cash collateralized pursuant to the provisions of this Agreement. Any reference herein to any Person shall be construed to include such Persons successors and assigns. Any
requirement of a writing contained herein or in the other Loan Documents shall be satisfied by the transmission of a Record.



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1.5 Schedules and Exhibits.All of the schedules and exhibits attached to this Agreement
shall be deemed incorporated herein by reference.



2. LOAN AND TERMS OF
PAYMENT.



2.1 Revolver Advances.



(a) Subject to the terms and conditions of this Agreement, and during the
term of this Agreement, each Lender with a Revolver Commitment agrees (severally, not jointly or jointly and severally) to make advances (Advances) to Borrowers in an amount at any one time outstanding not to exceed such
Lenders Pro Rata Share of an amount equal to the lesser of(i) the Maximum Revolver Amount, or (ii) the Borrowing Base.



(b) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right to establish reserves in such amounts, and with
respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including reserves (i) with respect to (A) sums that Borrowers are required to pay by any Section of this Agreement or any
other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and have failed to pay, and (B) amounts due and owing by Borrowers to any Person to the extent
secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agents Liens (such as Liens or trusts in favor of
landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, and (ii)
after the occurrence and during the continuance of an Event of Default, with respect to such other matters as Agent in its Permitted Discretion shall deem necessary or appropriate.



(c) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this
Agreement, reborrowed at any time during the term of this Agreement.



2.2 Intentionally Omitted.



2.3
Borrowing Procedures and Settlements.



(a)
Procedure for Borrowing.Each Borrowing shall be made by an irrevocable written request by an Authorized Person delivered to Agent. Unless Swing Lender is not obligated to make a Swing Loan pursuant to Section 2.3(b) below, such notice
must be received by Agent no later than 10:00 a.m. (California time) on the Business Day that is the requested Funding Date specifying (i) the amount of such Borrowing, and (ii) the requested Funding Date, which shall be a Business Day;
provided, however, that if Swing Lender is not obligated to make a Swing Loan as to a requested Borrowing, such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is
the requested Funding Date. At Agents election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrowers agree that
any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request.



(b) Making of Swing Loans. In the case of a request for an Advance and
so long as either (i) the aggregate amount of Swing Loans made since the last Settlement Date plus the amount of the requested Advance does not exceed $5,000,000, or (ii) Swing Lender, in its sole discretion, shall agree to make a Swing Loan
notwithstanding the foregoing limitation, Swing Lender, as a Lender, shall make an Advance in the amount of such Borrowing (any such Advance made solely by Swing Lender as a Lender pursuant to this



2



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Section 2.3(b) being referred to as a Swing Loan and such Advances being referred to collectively as Swing
Loans) available to Borrowers on the Funding Date applicable thereto by transferring immediately available funds to Borrowers Designated Account. Each Swing Loan shall be deemed to be an Advance hereunder and shall be subject to all
the terms and conditions applicable to other Advances, except that all payments on any Swing Loan shall be payable to Swing Lender as a Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender as a
Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding
Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender as a Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in
Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by the Agents Liens, constitute Obligations hereunder, and bear interest at the rate applicable from
time to time to Advances.



(c) Making of Loans.



(i) In the event that Swing Lender is not obligated to make
a Swing Loan, then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date
applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lenders Pro Rata Share of the requested Borrowing available to Agent in immediately
available funds, to Agents Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agents receipt of the proceeds of such Advances, Agent shall make the proceeds thereof available to
Administrative Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to Administrative Borrowers Designated Account; provided, however, that, subject to the
provisions of Section 2.3(d)(ii), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set
forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.



(ii) Unless Agent receives notice from a Lender prior to 9:00 a.m.
(California time) on the date of a Borrowing, that such Lender will not make available as and when required hereunder to Agent for the account of Borrowers the amount of that Lenders Pro Rata Share of the Borrowing, Agent may assume that each
Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrowers on such date a corresponding
amount. If and to the extent any Lender shall not have made its full amount available to Agent in immediately available funds and Agent in such circumstances has made available to Borrowers such amount, that Lender shall on the Business Day
following such Funding Date make such amount available to Agent, together with interest at the Defaulting Lender Rate for each day during such period. A notice submitted by Agent to any Lender with respect to amounts owing under this subsection
shall be conclusive, absent manifest error. If such amount is so made available, such payment to Agent shall constitute such Lenders Advance on the date of Borrowing for all purposes of this Agreement. If such amount is not made available to
Agent on the Business Day following the Funding Date, Agent will notify Administrative Borrower of such failure to fund and, upon demand by Agent, Borrowers shall pay such amount to Agent for Agents account, together with interest thereon for
each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Advances composing such Borrowing. The failure of any Lender to make any Advance on any Funding Date shall not relieve
any other Lender of any obligation hereunder to make an Advance on such Funding Date, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on any Funding Date.



3



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(iii) Agent shall not be obligated to transfer to a Defaulting Lender any payments made by Borrowers to
Agent for the Defaulting Lenders benefit, and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer any such payments to each other non-Defaulting Lender member of the Lender Group ratably in accordance with their
Commitments (but only to the extent that such Defaulting Lenders Advance was funded by the other members of the Lender Group) or, if so directed by Administrative Borrower and if no Default or Event of Default had occurred and is continuing
(and to the extent such Defaulting Lenders Advance was not funded by the Lender Group), retain same to be re-advanced to Borrowers as if such Defaulting Lender had made Advances to Borrowers. Subject to the foregoing, Agent may hold and, in
its Permitted Discretion, re-lend to Borrowers for the account of such Defaulting Lender the amount of all such payments received and retained by Agent for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to
matters with respect to the Loan Documents, such Defaulting Lender shall be deemed not to be a Lender and such Lenders Commitment shall be deemed to be zero. This Section shall remain effective with respect to such Lender until (x)
the Obligations under this Agreement shall have been declared or shall have become immediately due and payable, (y) the non-Defaulting Lenders, Agent, and Administrative Borrower shall have waived such Defaulting Lenders default in writing, or
(z) the Defaulting Lender makes its Pro Rata Share of the applicable Advance and pays to Agent all amounts owing by Defaulting Lender in respect thereof. The operation of this Section shall not be construed to increase or otherwise affect the
Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by Borrowers of their duties and obligations hereunder to
Agent or to the Lenders other than such Defaulting Lender. Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Administrative Borrower at its option, upon
written notice to Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute Lender to be an Eligible Transferee. In connection with the arrangement of such a substitute Lender, the Defaulting
Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such
document if it fails to do so) and shall cease to be party hereto, subject only to being repaid its share of the outstanding Obligations (other than Bank Product Obligations) without any premium or penalty of any kind whatsoever; provided however,
that any such assumption of the Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Lender Groups or Borrowers rights or remedies against any such Defaulting Lender arising out of or in relation
to such failure to fund.



(d) Protective Advances and
Optional Overadvances.



(i) Agent hereby is authorized by
Borrowers and the Lenders, from time to time in Agents sole discretion, (A) after the occurrence and during the continuance of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth
in Section 3 are not satisfied, to make Advances to Borrowers on behalf of the Lenders that Agent, in its Permitted Discretion deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) to enhance the
likelihood of repayment of the Obligations (other than the Bank Product Obligations), or (3) to pay any other amount chargeable to Borrowers pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees, and expenses
described in Section 10 (any of the Advances described in this Section 2.3(d)(i) shall be referred to as Protective Advances).



(ii) Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and either Agent or
Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Borrowers notwithstanding that an Overadvance exists or thereby would be created, so long as (A) after
giving effect to such Advances, the outstanding Revolver Usage does not exceed the Borrowing Base by more than [$4,000,000], and (B) after giving effect to such Advances, the outstanding Revolver Usage (except for and excluding amounts charged to
the Loan Account for interest, fees, or Lender Group Expenses) does not exceed



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the Maximum Revolver Amount. In the event Agent obtains actual knowledge that the Revolver Usage exceeds the amounts permitted by the immediately foregoing
provisions, regardless of the amount of, or reason for, such excess, Agent shall notify the Lenders as soon as practicable (and prior to making any (or any additional) intentional Overadvances (except for and excluding amounts charged to the Loan
Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value), and the Lenders with Revolver Commitments thereupon shall, together with Agent, jointly
determine the terms of arrangements that shall be implemented with Borrowers intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrowers to an amount permitted by the preceding paragraph. In such
circumstances, if any Lender with a Revolver Commitment disagrees over the proposed terms of reduction or repayment of any Overadvance, the terms of reduction or repayment thereof shall be implemented according to the determination of the Required
Lenders. Each Lender with a Revolver Commitment shall be obligated to settle with Agent as provided in Section 2.3(e) for the amount of such Lenders Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender, any
intentional Overadvances made as permitted under this Section 2.3(d)(ii), and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Lender Group Expenses.



(iii) Each Protective Advance and each Overadvance shall be deemed to be an
Advance hereunder, except that all payments on the Protective Advances shall be payable to Agent solely for its own account. The Protective Advances and Overadvances shall be repayable on demand, secured by the Agents Liens, constitute
Obligations hereunder, and bear interest at the rate applicable from time to time to Advances. The provisions of this Section 2.3(d) are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit any
Borrower in any way.



(e) Settlement.It is agreed that
each Lenders funded portion of the Advances is intended by the Lenders to equal, at all times, such Lenders Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree
(which agreement shall not be for the benefit of any Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among the Lenders as to the Advances, the Swing Loans, and the Protective
Advances shall take place on a periodic basis in accordance with the following provisions:



(i) Agent shall request settlement (Settlement) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent, (1) on behalf of Swing Lender, with respect to each
outstanding Swing Loan, (2) for itself, with respect to the outstanding Protective Advances, and (3) with respect to Borrowers Collections received, as to each by notifying the Lenders by telecopy, telephone, or other similar form of
transmission, of such requested Settlement, no later than 2:00 p.m. (California time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the Settlement
Date). Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Swing Loans, and Protective Advances for the period since the prior Settlement Date. Subject to the terms and conditions
contained herein (including Section 2.3(b)(iii)): (y) if a Lenders balance of the Advances (including Swing Loans and Protective Advances) exceeds such Lenders Pro Rata Share of the Advances (including Swing Loans and Protective
Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such
that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans and Protective Advances), and (z) if a Lenders balance of the Advances (including Swing Loans
and Protective Advances) is less than such Lenders Pro Rata Share of the Advances (including Swing Loans and Protective Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. (California time) on the Settlement Date
transfer in immediately available funds to the Agents Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans and Protective
Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans or Protective Advances and, together with the portion of such Swing



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Loans or Protective Advances representing Swing Lenders Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not
made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at
the Defaulting Lender Rate.



(ii) In determining whether a
Lenders balance of the Advances, Swing Loans, and Protective Advances is less than, equal to, or greater than such Lenders Pro Rata Share of the Advances, Swing Loans, and Protective Advances as of a Settlement Date, Agent shall, as part
of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to principal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral. To
the extent that a net amount is owed to any such Lender after such application, such net amount shall be distributed by Agent to that Lender as part of such next Settlement.



(iii) Between Settlement Dates, Agent, to the extent no Protective Advances or Swing Loans are outstanding, may pay over to
Swing Lender any payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lenders Pro Rata Share of the Advances. If, as of any Settlement Date,
Collections of Borrowers received since the then immediately preceding Settlement Date have been applied to Swing Lenders Pro Rata Share of the Advances other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall
pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders, to be applied to the outstanding Advances of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its
Pro Rata Share of the Advances. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Protective Advances, and each Lender (subject to the effect of agreements between Agent and individual
Lenders) with respect to the Advances other than Swing Loans and Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or the
Lenders, as applicable.



(f) Notation.Agent shall
record on its books the principal amount of the Advances owing to each Lender, including the Swing Loans owing to Swing Lender, and Protective Advances owing to Agent, and the interests therein of each Lender, from time to time and such records
shall, absent manifest error, conclusively be presumed to be correct and accurate.



(g) Lenders Failure to Perform.All Advances (other than Swing Loans and Protective Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood
that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any
failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.



2.4 Payments.



(a) Payments by Borrowers.



(i) Except as otherwise expressly provided herein, all payments by
Borrowers shall be made to Agents Account for the account of the Lender Group and shall be made in immediately available funds, no later than 11:00 a.m. (California time) on the date specified herein. Any payment received by Agent later than
11:00 a.m. (California time), shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day.



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(ii) Unless Agent receives notice from Administrative Borrower prior to the date on which any payment is
due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall
not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each
Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.



(b) Apportionment and Application.



(i) Except as otherwise provided with respect to Defaulting Lenders and
except as otherwise provided in the Loan Documents (including agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of
the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agents separate account, after giving effect to any agreements between Agent and individual Lenders)
shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. All payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received
by Agent, shall be applied as follows:



(A) first,
ratably to pay any Lender Group Expenses then due to Agent or any of the Lenders under the Loan Documents, until paid in full,



(B) second, ratably to pay any fees or premiums, other than Lender Group Expenses, then due to Agent (for its separate account, after giving
effect to any agreements between Agent and individual Lenders) or any of the Lenders under the Loan Documents until paid in full,



(C) third, to pay interest due in respect of all Protective Advances until paid in full,



(D) fourth, to pay the principal of all Protective Advances until
paid in full,



(E) fifth, ratably to pay interest due
in respect of the Advances (other than Protective Advances) and the Swing Loans until paid in full,



(F) sixth, to pay the principal of all Swing Loans until paid in full,



(G) seventh, so long as no Event of Default has occurred and is continuing, and at Agents election (which
election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due and owing by Borrowers in respect of Bank Products, until paid in full,



(H) eighth, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances
until paid in full,



(I) ninth, if an Event of Default
has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full and (ii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank
Product



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Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Borrowers obligations in respect of
Bank Products have been paid in full or the cash collateral amount has been exhausted,



(J) tenth, if an Event of Default has occurred and is continuing, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers,
as cash collateral in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Borrowers obligations in respect of Bank Products), and



(K) eleventh, to Borrowers (to be wired to the Designated Account) or
such other Person entitled thereto under applicable law.



(ii)
Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.3(e).



(iii) In each instance, so long as no Event of Default has
occurred and is continuing, this Section 2.4(b) shall not apply to any payment made by Borrowers to Agent and specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of
this Agreement or any Bank Product Agreement.



(iv) For
purposes of the foregoing, paid in full means payment of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest
accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency
Proceeding.



(v) In the event of a direct conflict between the
priority provisions of this Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest
extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.4 shall control and govern.



2.5 Overadvances.If, at any time or for any reason, the amount
of Obligations owed by Borrowers to the Lender Group pursuant to Section 2.1 is greater than any of the limitations set forth in Section 2.1, as applicable (an Overadvance), Borrowers immediately shall pay to Agent,
in cash, the amount of such excess which amount shall be used by Agent to reduce the Obligations in accordance with the priorities set forth in Section 2.4(b), provided, however, that any intentional Overadvance described in Section
2.3(d)(ii) shall be repaid in accordance with the terms agreed upon by the Lenders pursuant to the terms of that Section. In addition, Borrowers hereby promise to pay the Obligations (including principal, interest, fees, costs, and expenses) in
Dollars in full as and when due and payable under the terms of this Agreement and the other Loan Documents.



2.6 Interest Rates: Rates, Payments, and Calculations.



(a) Interest Rates.Except as provided in clause (c) below, all Obligations (except for Bank Product Obligations)
that have been charged to the Loan Account pursuant to the terms hereof shall bear interest on the Daily Balance thereof at a per annum rate equal to the Base Rate plus the Base Rate Margin.



The foregoing notwithstanding, at no time shall any portion of the
Obligations (other than Bank Product Obligations) bear interest on the Daily Balance thereof at a per annum rate less than 5.00%.



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To the extent that interest accrued hereunder at the rate set forth herein would be less than the foregoing minimum daily rate, the interest rate chargeable
hereunder for such day automatically shall be deemed increased to the minimum rate.



(b) Intentionally Omitted.



(c) Default Rate.Upon the occurrence and during the continuation of an Event of Default (and at the election of Agent or the Required Lenders), all Obligations (except for Bank Product Obligations) that have been charged to the Loan
Account pursuant to the terms hereof shall bear interest on the Daily Balance thereof at a per annum rate equal to 4 percentage points above the per annum rate otherwise applicable hereunder, and



(d) Payment.Except as provided to the contrary in Section 2.11
interest and all other fees payable hereunder shall be due and payable, in arrears, on the first day of each month at any time that Obligations or Commitments are outstanding. Borrowers hereby authorize Agent, from time to time, without prior notice
to Borrowers, to charge all interest and fees (when due and payable), all Lender Group Expenses (as and when incurred) all fees and costs provided for in Section 2.11 (as and when accrued or incurred), and all other payments as and when due
and payable under any Loan Document (including any amounts due and payable to the Bank Product Providers in respect of Bank Products up to the amount of the Bank Product Reserve) to Borrowers Loan Account, which amounts thereafter shall
constitute Advances hereunder and shall accrue interest at the rate then applicable to Advances hereunder. Any interest not paid when due shall be compounded by being charged to Borrowers Loan Account and shall thereafter constitute Advances
hereunder and shall accrue interest at the rate then applicable to Advances hereunder.



(e) Computation.All interest and fees chargeable under the Loan Documents shall be computed on the basis of a 360 day year for the actual number of days elapsed. In the event the Base Rate is changed from time
to time hereafter, the rates of interest hereunder based upon the Base Rate automatically and immediately shall be increased or decreased by an amount equal to such change in the Base Rate.



(f) Intent to Limit Charges to Maximum Lawful Rate.In no event shall
the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable.
Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the
contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrowers are and shall be liable only for the payment of
such maximum as allowed by law, and payment received from Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.



2.7 Cash Management.



(a) Borrowers shall (i) establish and maintain cash management services of a
type and on terms satisfactory to Agent at one or more of the banks set forth on Schedule 2.7(a) (each a Cash Management Bank), and shall request in writing and otherwise take such reasonable steps to ensure that all of the
Borrowers Account Debtors forward payment of the amounts owed by them directly to such Cash Management Bank, and (ii) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt
thereof, all of their Collections (including those sent directly by their Account Debtors to Borrowers) into a bank account in Agents name (a Cash Management Account) at one of the Cash Management Banks.



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(b) Each Cash Management Bank shall establish and maintain Cash Management Agreements with Agent and the
applicable Borrower, in form and substance acceptable to Agent and Administrative Borrower. Each such Cash Management Agreement shall provide, among other things, that (i) if Agent has a given the Cash Management Bank a notice of exclusive control
(which shall not be given prior to the occurrence of an Event of Default), the Cash Management Bank will comply with any instructions originated by Agent directing the disposition of the funds in such Cash Management Account without further consent
by any Borrower, as applicable, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management Account, other than for payment of its service fees and other charges directly related to
the administration of such Cash Management Account and for returned checks or other items of payment, and (iii) if Agent has a given the Cash Management Bank a notice of exclusive control (which shall not be given prior to the occurrence of an Event
of Default), it will forward by daily sweep all amounts in the applicable Cash Management Account to the Agents Account.



(c) So long as no Default or Event of Default has occurred and is continuing, Administrative Borrower may amend Schedule 2.7(a) to add or replace a
Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and (ii) prior to the time of the opening of such Cash Management Account,
the applicable Borrower and such prospective Cash Management Bank shall have executed and delivered to Agent a Cash Management Agreement. The applicable Borrower shall close any of their Cash Management Accounts (and establish replacement cash
management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in Agents reasonable judgment, or as
promptly as practicable and in any event within 60 days of notice from Agent that the operating performance, funds transfer, or availability procedures or performance of the Cash Management Bank with respect to Cash Management Accounts or
Agents liability under any Cash Management Agreement with such Cash Management Bank is no longer acceptable in Agents reasonable judgment.



(d) The Cash Management Accounts shall be cash collateral accounts subject to Control Agreements.



2.8 Crediting Payments.The receipt of any payment item by
Agent (whether from transfers to Agent by the Cash Management Banks pursuant to the Cash Management Agreements or otherwise) shall not be considered a payment on account unless such payment item is a wire transfer of immediately available federal
funds made to the Agents Account or unless and until such payment item is honored when presented for payment. Should any payment item not be honored when presented for payment, then Borrowers shall be deemed not to have made such payment and
interest shall be calculated accordingly. Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by Agent only if it is received into the Agents Account on a Business Day on or before 11:00 a.m.
(California time). If any payment item is received into the Agents Account on a non-Business Day or after 11:00 a.m. (California time) on a Business Day, it shall be deemed to have been received by Agent as of the opening of business on the
immediately following Business Day. The parties acknowledge and agree that the economic benefit of the foregoing provisions of this Section 2.8 shall be for the exclusive benefit of Agent.



2.9 Designated Account.Agent is authorized to make the
Advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person or, without instructions, if pursuant to Section 2.6(d). Administrative Borrower agrees to establish and
maintain the Designated Account with the Designated Account Bank for the purpose of receiving the proceeds of the Advances requested by Borrowers and made by Agent or the Lenders hereunder. Unless otherwise agreed by Agent and Administrative
Borrower, any Advance, Protective Advance, or Swing Loan requested by Borrowers and made by Agent or the Lenders hereunder shall be made to the Designated Account.



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2.10 Maintenance of Loan Account; Statements of Obligations.Agent shall maintain an
account on its books in the name of Borrowers (the Loan Account) on which Borrowers will be charged with all Advances (including Protective Advances and Swing Loans) made by Agent, Swing Lender, or the Lenders to Borrowers or for
Borrowers account, and with all other payment Obligations hereunder or under the other Loan Documents (except for Bank Product Obligations), including, accrued interest, fees and expenses, and Lender Group Expenses. In accordance with
Section 2.8, the Loan Account will be credited with all payments received by Agent from Borrowers or for Borrowers account, including all amounts received in the Agents Account from any Cash Management Bank. Agent shall render
statements regarding the Loan Account to Administrative Borrower, including principal, interest, fees, and including an itemization of all charges and expenses constituting Lender Group Expenses owing, and such statements, absent manifest error,
shall be conclusively presumed to be correct and accurate and constitute an account stated between Borrowers and the Lender Group unless, within 30 days after receipt thereof by Administrative Borrower, Administrative Borrower shall deliver to Agent
written objection thereto describing the error or errors contained in any such statements.



2.11 Fees.Borrowers shall pay to Agent, as and when due and payable under the terms of the Fee Letter, the fees set forth in the Fee Letter.



2.12 Intentionally Omitted.



2.13 Intentionally Omitted.



2.14 Capital Requirements.If, after the date hereof, any Lender determines that (i) the adoption of or change
in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii)
compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lenders
or such holding companys capital as a consequence of such Lenders Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into
consideration such Lenders or such holding companys then existing policies with respect to capital adequacy and assuming the full utilization of such entitys capital) by any amount deemed by such Lender to be material, then such
Lender may notify Administrative Borrower and Agent thereof. Following receipt of such notice, Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 90
days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lenders calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and
correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods.



2.15 Joint and Several Liability of Borrowers.



(a) Each Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations
to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations.



(b) Each Borrower, jointly and severally, hereby irrevocably
and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations (including, without limitation, any Obligations
arising under this Section 2.15), it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them.



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(c) If and to the extent that any Borrower shall fail to make any payment with respect to any of the
Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation.



(d) The Obligations of each Borrower under the provisions of this Section
2.15 constitute the absolute and unconditional, full recourse Obligations of each Borrower enforceable against each Borrower to the full extent of its properties and assets.



(e) Except as otherwise expressly provided in this Agreement, each Borrower hereby waives notice of acceptance of its joint
and several liability, notice of any Advances or Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at
any time taken or omitted by Agent or Lenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of
every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance
of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or Lenders at any time or times in respect of any default by any Borrower in the performance or
satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Agent or Lenders in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part,
at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in
acting or failure to act on the part of any Agent or Lender with respect to the failure by any Borrower to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to
pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 2.15 afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any
of its Obligations under this Section 2.15, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of each Borrower under this Section 2.15 shall not be discharged
except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section 2.15 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation,
reconstruction or similar proceeding with respect to any Borrower or any Agent or Lender.



(f) Each Borrower represents and warrants to Agent and Lenders that such Borrower is currently informed of the financial condition of Borrowers and of all other circumstances which a diligent inquiry would reveal and
which bear upon the risk of nonpayment of the Obligations. Each Borrower further represents and warrants to Agent and Lenders that such Borrower has read and understands the terms and conditions of the Loan Documents. Each Borrower hereby covenants
that such Borrower will continue to keep informed of Borrowers financial condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the
Obligations.



(g) The provisions of this Section 2.15
are made for the benefit of Agent, Lenders and their respective successors and assigns, and may be enforced by it or them from time to time against any or all Borrowers as often as occasion therefor may arise and without requirement on the part of
any such Agent, Lender, successor or assign first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort to any other
source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.15 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully
satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by any Agent or Lender upon the insolvency, bankruptcy or reorganization of any Borrower,
or otherwise, the provisions of this Section 2.15 will forthwith be reinstated in effect, as though such payment had not been made.



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(h) Each Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation
against any other Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Agent or Lenders with respect to any of the Obligations or any collateral security therefor until
such time as all of the Obligations have been paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect to any payments to any Agent or Lender hereunder or under any other Loan Documents are hereby expressly
made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Obligations and, in the event of any insolvency, bankruptcy,
receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Borrower, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash before
any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor.



(i) Each Borrower hereby agrees that, after the occurrence and during the continuance of any Default or Event of Default, the payment of any amounts due
with respect to the indebtedness owing by any Borrower to any other Borrower is hereby subordinated to the prior payment in full in cash of the Obligations. Each Borrower hereby agrees that after the occurrence and during the continuance of any
Default or Event of Default, such Borrower will not demand, sue for or otherwise attempt to collect any indebtedness of any other Borrower owing to such Borrower until the Obligations shall have been paid in full in cash. If, notwithstanding the
foregoing sentence, such Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Borrower as trustee for Agent, and such Borrower shall deliver any such
amounts to Agent for application to the Obligations in accordance with Section 2.4(b).



3. CONDITIONS; TERM OF AGREEMENT.



3.1 Conditions Precedent to the Initial Extension of Credit.The obligation of each Lender to make its initial extension of credit provided for hereunder, is subject to the fulfillment, to the
satisfaction of Agent and each Lender of each of the conditions precedent set forth on Schedule 3.1 (the making of such initial extension of credit by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions
precedent).



3.2 Conditions Precedent to all Extensions
of Credit.The obligation of the Lender Group (or any member thereof) to make any Advances hereunder at any time (or to extend any other credit hereunder) shall be subject to the following conditions precedent:



(a) the representations and warranties contained in this Agreement or in the
other Loan Documents shall be true and correct in all material respects on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an
earlier date);



(b) no Default or Event of Default shall have
occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof;



(c) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit
shall have been issued and remain in force by any Governmental Authority against any Borrower, Agent, any Lender, or any of their Affiliates; and



(d) no Material Adverse Change shall have occurred.



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3.3 Term.This Agreement shall continue in full force and effect for a term ending on
January 5, 2008 (the Maturity Date). The foregoing notwithstanding, the Lender Group, upon the election of the Required Lenders, shall have the right to terminate its obligations under this Agreement immediately and without notice
upon the occurrence and during the continuation of an Event of Default.



3.4 Effect of Termination.On the date of termination of this Agreement, all Obligations (including all Bank Product Obligations) immediately shall become due and payable without notice or demand (including providing cash
collateral (in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Agent for the benefit of the Bank Product Providers with respect to the Bank Product Obligations). No termination of this
Agreement, however, shall relieve or discharge Borrowers of their duties, Obligations, or covenants hereunder or under any other Loan Document and the Agents Liens in the Collateral shall remain in effect until all Obligations have been paid
in full and the Lender Groups obligations to provide additional credit hereunder have been terminated. When this Agreement has been terminated and all of the Obligations have been paid in full and the Lender Groups obligations to provide
additional credit under the Loan Documents have been terminated irrevocably, Agent will, at Borrowers sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments of trademarks, discharges of
security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary to release, as of record, the Agents Liens and all notices of security interests and liens previously
filed by Agent with respect to the Obligations.



3.5
Early Termination by Borrowers.Borrowers have the option, at any time upon 60 days prior written notice by Administrative Borrower to Agent, to terminate this Agreement by paying to Agent, in cash, the Obligations (including providing
cash collateral (in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Agent for the benefit of the Bank Product Providers with respect to the Bank Products Obligations), in full. If
Administrative Borrower has sent a notice of termination pursuant to the provisions of this Section, then the Commitments shall terminate and Borrowers shall be obligated to repay the Obligations (including providing cash collateral (in an amount
determined by Agent as sufficient to satisfy the reasonably estimated credit exposure) to be held by Agent for the benefit of the Bank Product Providers with respect to the Bank Products Obligations), in full, on the date set forth as the date of
termination of this Agreement in such notice.



4. REPRESENTATIONS AND
WARRANTIES.



In order to induce the Lender Group to enter
into this Agreement, each Borrower makes the following representations and warranties to the Lender Group which shall be true, correct, and complete, in all material respects, as of the date hereof, and shall be true, correct, and complete, in all
material respects, as of the Closing Date, and at and as of the date of the making of each Advance (or other extension of credit) made thereafter, as though made on and as of the date of such Advance (or other extension of credit) (except to the
extent that such representations and warranties relate solely to an earlier date) and such representations and warranties shall survive the execution and delivery of this Agreement:



4.1 No Encumbrances.Each Borrower has good and indefeasible title to, or a valid leasehold interest in, their
personal property assets and good and marketable title to, or a valid leasehold interest in, their Real Property, in each case, free and clear of Liens except for Permitted Liens.



4.2 Intentionally Omitted.



4.3 Inventory.Each item of Inventory is of good and merchantable quality, free from known defects.



4.4 Equipment.Each material item of Equipment
of Borrowers is used or held for use in their business and is in good working order, ordinary wear and tear and damage by casualty excepted.



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4.5 Location of Inventory and Equipment.Except as permitted by Section 5.9, The Inventory
and Equipment (other than vehicles or Equipment out for repair) of Borrowers are not stored with a bailee, warehouseman, or similar party and are located only at, or in-transit between, the locations identified on Schedule 4.5 (as such
Schedule may be updated pursuant to Section 5.9).



4.6 Inventory Records.Each Active Borrower keeps correct and accurate records itemizing and describing the type, quality, and quantity of its Inventory and the book value thereof.



4.7 State of Incorporation; Location of Chief Executive Office;
Organizational Identification Number; Commercial Tort Claims.



(a) The jurisdiction of organization of each Borrower is set forth on Schedule 4.7(a).



(b) The chief executive office of each Borrower is located at the address indicated on Schedule 4.7(b) (as such Schedule may be updated pursuant to
Section 5.9).



(c) Each Borrowers organizational
identification number, if any, are identified on Schedule 4.7(c).



(d) As of the Closing Date, Borrowers do not hold any commercial tort claims, except as set forth on Schedule 4.7(d).



4.8 Due Organization and Qualification; Subsidiaries.



(a) Each Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its organization
and qualified to do business in any state where the failure to be so qualified reasonably could be expected to result in a Material Adverse Change.



(b) Set forth on Schedule 4.8(b), is a complete and accurate description of the authorized capital Stock of each Borrower, by class, and, as of the
Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.8(b), there are no subscriptions, options, warrants, or calls relating to any shares of each
Borrowers capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Other than the IMS Share Repurchase, no Borrower is subject to any obligation (contingent or otherwise) to repurchase or
otherwise acquire or retire any shares of its capital Stock or any security convertible into or exchangeable for any of its capital Stock.



(c) Set forth on Schedule 4.8(c), is a complete and accurate list of each Borrowers direct and indirect Subsidiaries, showing: (i) the
jurisdiction of their organization, (ii) the number of shares of each class of common and preferred Stock authorized for each of such Subsidiaries, and (iii) the number and the percentage of the outstanding shares of each such class owned directly
or indirectly by the applicable Borrower. All of the outstanding capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable.



(d) Except as set forth on Schedule 4.8, there are no subscriptions, options, warrants, or calls relating to any
shares of any Borrowers Subsidiaries Capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. No Borrower or any of its respective Subsidiaries is subject to any obligation
(contingent or otherwise) to repurchase or otherwise acquire or retire any shares of any Borrowers Subsidiaries capital Stock or any security convertible into or exchangeable for any such capital Stock.



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4.9 Due Authorization; No Conflict.



(a) As to each Borrower, the execution, delivery, and performance by such
Borrower of this Agreement and the other Loan Documents to which it is a party have been duly authorized by all necessary action on the part of such Borrower.



(b) As to each Borrower, the execution, delivery, and performance by such Borrower of this Agreement and the other Loan Documents to which it is a
party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to any Borrower, the Governing Documents of any Borrower, or any order, judgment, or decree of any court or other Governmental Authority
binding on any Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of any Borrower, (iii) result in or require the creation or imposition
of any Lien of any nature whatsoever upon any properties or assets of Borrower, other than Permitted Liens, or (iv) require any approval of any Borrowers interestholders or any approval or consent of any Person under any material contractual
obligation of any Borrower, other than consents or approvals that have been obtained and that are still in force and effect.



(c) Other than the filing of financing statements, the execution, delivery, and performance by each Borrower of this Agreement and the other Loan
Documents to which such Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained
and that are still in force and effect.



(d) As to each
Borrower, this Agreement and the other Loan Documents to which such Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered by such Borrower will be the legally valid and binding obligations of such
Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting
creditors rights generally.



(e) The Agents Liens
are validly created, perfected, and first priority Liens, subject only to Permitted Liens.



4.10 Litigation.Other than those matters disclosed in the Parents annual report on Form 10-K for the year ended December 31, 2003 and Parents quarterly or current reports thereafter filed
with the Securities and Exchange Commission on or before the Closing Date, and other than matters arising after the Closing Date that reasonably could not be expected to result in a Material Adverse Change, there are no actions, suits, or
proceedings pending or, to the best knowledge of each Borrower, threatened against any Borrower.



4.11 No Material Adverse Change.All financial statements relating to Active Borrowers that have been delivered by Active Borrowers to the
Lender Group have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and present fairly in all material respects, Active
Borrowers financial condition as of the date thereof and results of operations for the period then ended. There has not been a Material Adverse Change with respect to Active Borrowers since the date of the latest financial statements submitted
to Agent on or before the Closing Date.



4.12 Fraudulent
Transfer.



(a) Each Active Borrower is Solvent.



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(b) No transfer of property is being made by any Borrower and no obligation is being incurred by any
Borrower or in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of Borrowers.



4.13 Employee Benefits.None of Borrowers or any of their ERISA
Affiliates maintains or contributes to any Benefit Plan.



4.14 Environmental Condition.Except as set forth on Schedule 4.14, (a) to Borrowers knowledge, none of Borrowers properties or assets has ever been used by Borrowers, or, to the best of Borrowers
knowledge, by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such use, production, storage, handling, treatment, release or transport was in violation, in
any material respect, of any applicable Environmental Law, (b) to Borrowers knowledge, none of Borrowers properties or assets has ever been designated or identified in any manner pursuant to any environmental protection statute as a
Hazardous Materials disposal site, (c) none of Borrowers have received notice that a Lien arising under any Environmental Law has attached to any revenues or to any Real Property owned or operated by Borrowers, and (d) none of Borrowers have
received a summons, citation, notice, or directive from the United States Environmental Protection Agency or any other federal or state governmental agency concerning any action or omission by any Borrower resulting in the releasing or disposing of
Hazardous Materials into the environment.



4.15
Intellectual Property.Except as otherwise disclosed pursuant to Section 4.10, each Borrower owns, or holds licenses in, all trademarks, trade names, copyrights that constitute the Required Library, patents, patent rights, and
licenses that are necessary to the conduct of its business as currently conducted, and attached hereto as Schedule 4.15 (as updated from time to time) is a true, correct, and complete listing of all material patents, patent applications,
trademarks, trademark applications, copyrights relating to the Required Library, and copyright registrations as to which such Borrower is the owner or is an exclusive licensee.



4.16 Leases.Borrowers enjoy peaceful and undisturbed possession under all leases material to their business
and to which they are parties or under which they are operating and all of such material leases are valid and subsisting and no material default by Borrowers exists under any of them.



4.17 Deposit Accounts and Securities Accounts.Set forth on Schedule 4.17 is a listing of all of
Borrowers Deposit Accounts and Securities Accounts, including, with respect to each bank or securities intermediary (a) the name and address of such Person, and (b) the account numbers of the Deposit Accounts or Securities Accounts maintained
with such Person.



4.18 Complete Disclosure.All
factual information (taken as a whole) furnished by or on behalf of Borrowers in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this
Agreement, the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of Borrowers in writing to Agent or any Lender will be, true and
accurate in all material respects on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such
time in light of the circumstances under which such information was provided. On the Closing Date, the Closing Date Projections represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections
represent Borrowers good faith estimate of their future performance for the periods covered thereby.



4.19 Indebtedness.Set forth on Schedule 4.19 is a true and complete list of all Indebtedness of each Borrower outstanding
immediately prior to the Closing Date that is to remain outstanding after the Closing Date and such Schedule accurately reflects the aggregate principal amount of such Indebtedness and describes the principal terms thereof.



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4.20Inactive Borrowers. Each of the Inactive Borrower is inactive and does not
conduct any business operations, except as may be related to the dissolution of such Inactive Borrower or the consolidation or merger of such Inactive Borrower with one or more Active Borrowers as permitted under the terms of this Agreement.



4.21 Material Contracts. Neither the
consummation of the IMS Share Repurchase, nor the grant by the Borrowers of security interests in the Collateral as contemplated hereunder and under the other Loan Documents will conflict with, result in a breach of, or constitute (with due notice
or lapse of time or both) a default under any material contractual obligation or material lease of any Borrower.



5. AFFIRMATIVE COVENANTS.



Each Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations, Borrowers shall do all of the
following:



5.1 Accounting System.Maintain a
system of accounting that enables Borrowers to produce financial statements in accordance with GAAP and maintain records pertaining to the Collateral that contain information as from time to time reasonably may be requested by Agent. Borrowers also
shall keep a reporting system that shows all additions, sales, claims, returns, and allowances with respect to their sales.



5.2 Collateral Reporting.Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the reports set forth on
Schedule 5.2 at the times specified therein. In addition, each Borrower agrees to cooperate fully with Agent to facilitate and implement a system of electronic collateral reporting in order to provide electronic reporting of each of the items
set forth above.



5.3 Financial Statements, Reports,
Certificates.Deliver to Agent, with copies to each Lender, each of the financial statements, reports, or other items set forth on Schedule 5.3 at the time specified herein. In addition, Parent agrees that no Subsidiary of Parent will
have a fiscal year different from that of Parent.



5.4
Intentionally Omitted.



5.5
Inspection. Permit Agent, each Lender, and each of their duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to examine and make copies of its books and records, and
to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers and employees at such reasonable times and intervals as Agent or any such Lender may designate and, so long as no Default or Event of Default
exists, with reasonable prior notice to Administrative Borrower.



5.6 Maintenance of Properties.Maintain and preserve all of their properties which are necessary or useful in the proper conduct to their business in good working order and condition, ordinary wear, tear, and casualty excepted
(and except where the failure to do so could not be expected to result in a Material Adverse Change), and comply at all times with the provisions of all material leases to which it is a party as lessee, so as to prevent any loss or forfeiture
thereof or thereunder.



5.7 Taxes.Cause all
assessments and taxes, whether real, personal, or otherwise, due or payable by, or imposed, levied, or assessed against Borrowers, or any of their respective assets to be paid in full, before delinquency or before the expiration of any extension
period, except to the extent that the validity of such assessment or tax shall be the subject of a Permitted Protest. Borrowers will make timely payment or deposit of all tax payments and withholding taxes required of them by applicable laws,
including those laws



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concerning F.I.C.A., F.U.T.A., state disability, and local, state, and federal income taxes, and will, upon request, furnish Agent with proof satisfactory to
Agent indicating that the applicable Borrower has made such payments or deposits.



5.8 Insurance.



(a) At Borrowers expense, maintain insurance respecting their assets wherever located, covering loss or damage by fire, theft, explosion, and all other hazards and risks as ordinarily are insured against by other Persons engaged in
the same or similar businesses, other than earthquake insurance. Borrowers also shall maintain business interruption, public liability, and product liability insurance, as well as insurance against larceny, embezzlement, and criminal
misappropriation. All such policies of insurance shall be in such amounts and with such insurance companies as are reasonably satisfactory to Agent. Borrowers shall deliver copies of all such policies to Agent with an endorsement naming Agent as the
sole loss payee (under a satisfactory lenders loss payable endorsement) or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days prior written
notice to Agent in the event of cancellation of the policy for any reason whatsoever.



(b) Administrative Borrower shall give Agent prompt notice of any loss exceeding $50,000 covered by such insurance. So long as no Event of Default has occurred and is continuing, Borrowers shall have the exclusive
right to settle any losses payable under any such insurance policies which are less than $200,000. Following the occurrence and during the continuation of an Event of Default, or in the case of any losses payable under such insurance exceeding
$200,000, Agent shall have the exclusive right to settle any losses payable under any such insurance policies, without any liability to Borrowers whatsoever in respect of such settlements. Any monies received as payment for any loss under any
insurance policy mentioned above (other than liability insurance policies) or as payment of any award or compensation for condemnation or taking by eminent domain, shall be paid over to Agent to be applied at the option of the Required Lenders
either to the prepayment of the Obligations or to be disbursed to Administrative Borrower under staged payment terms reasonably satisfactory to the Required Lenders for application to the cost of repairs, replacements, or restorations;
provided, however, that, with respect to any such monies in an aggregate amount during any 12 consecutive month period not in excess of $200,000, so long as (A) no Default or Event of Default shall have occurred and is continuing, (B)
Borrowers Excess Availability is greater than $5,000,000, (C) Administrative Borrower shall have given Lender prior written notice of the Borrowers intention to apply such monies to the costs of repairs, replacement, or restoration of the
property which is the subject of the loss, destruction, or taking by condemnation, (D) the monies are held in a cash collateral account in which Lender has a perfected first-priority security interest, and (E) Borrowers complete such repairs,
replacements, or restoration within 180 days after the initial receipt of such monies, Borrowers shall have the option to apply such monies to the costs of repairs, replacement, or restoration of the property which is the subject of the loss,
destruction, or taking by condemnation unless and to the extent that such applicable period shall have expired without such repairs, replacements, or restoration being made, in which case, any amounts remaining in the cash collateral account shall
be paid to Lender and applied as set forth above.



5.9
Location of Inventory and Equipment.Keep Borrowers Inventory and Equipment (other than vehicles and Equipment out for repair) only at the locations identified on Schedule 4.5 and their chief executive offices only at the
locations identified on Schedule 4.7(b); provided, however, that Administrative Borrower may amend Schedule 4.5 or Schedule 4.7 so long as such amendment occurs by written notice to Agent not less than 30 days
prior to the date on which such Inventory or Equipment is moved to such new location or such chief executive office is relocated, so long as such new location is within the continental United States, and so long as, at the time of such written
notification, the applicable Borrower provides Agent a Collateral Access Agreement with respect thereto; provided, further, that Borrowers may maintain, at any time, Inventory and Equipment with an aggregate market value not to exceed
$150,000 in locations other than those identified in Schedule 4.5 so long as such locations are within the United States.



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5.10 Compliance with Laws.Comply with the requirements of all applicable laws, rules,
regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change.



5.11 Leases.Pay when due all rents and other
amounts payable under any material leases to which any Borrower is a party or by which any Borrowers properties and assets are bound, unless such payments are the subject of a Permitted Protest.



5.12 Existence.At all times preserve and keep in full force
and effect each Borrowers valid existence and good standing and any rights and franchises material to their businesses, unless such Borrower has merged into an Active Borrower pursuant to a Permitted Merger.



5.13 Environmental.



(a) Keep any property owned by any Borrower free of any Environmental Liens
or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) use all commercially reasonably efforts to keep any property leased by any Borrower free of any Environmental
Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (c) comply, in all material respects, with Environmental Laws and provide to Agent documentation of such
compliance which Agent reasonably requests, (d) promptly notify Agent of any release of a Hazardous Material in any reportable quantity, in violation of applicable Environmental Law, from or onto property owned or operated by any Borrower and take
any Remedial Actions required to abate said release or otherwise to come into compliance with applicable Environmental Law, and (d) promptly, but in any event within 5 days of its receipt thereof, provide Agent with written notice of any of the
following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of any Borrower, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against any Borrower,
and (iii) notice of a violation, citation, or other administrative order which reasonably could be expected to result in a Material Adverse Change.



5.14 Disclosure Updates.Promptly and in no event later than 5 Business Days after obtaining knowledge thereof, notify Agent if any written
information, exhibit, or report furnished to the Lender Group contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in
light of the circumstances in which made. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any
material fact nor shall any such notification have the affect of amending or modifying this Agreement or any of the Schedules hereto.



5.15 Control Agreements. Take all reasonable steps in order for Agent to obtain control in accordance with Sections 8-106, 9-104, 9-105,
9-106, and 9-107 of the Code with respect to (subject to the proviso contained in Section 6.12) all of its Securities Accounts, Deposit Accounts, electronic chattel paper, investment property, and letter of credit rights.



5.16 Formation of Subsidiaries.At the time that any Borrower
forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Borrower shall (a) cause such new Subsidiary to provide to Agent a joinder to this Agreement and the Security Agreement, together with
such other security documents (including Mortgages with respect to any Real Property of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and
substance satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Agent a pledge agreement and appropriate
certificates and powers or financing statements,



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hypothecating all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Agent, and (c) provide to
Agent all other documentation, including one or more opinions of counsel satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of
title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.16 shall be a Loan Document. Notwithstanding the foregoing, the
Recurring Revenues of any entity that becomes a Borrower pursuant to this Section shall not be included in the calculation of the Borrowing Base until the Lenders have approved such inclusion in their Permitted Discretion.



5.17 Intentionally Omitted.



5.18 Post-Closing Covenants. The obligation of the Lender Group
(or any member thereof) to make any Advances hereunder at any time after the periods set forth in Schedule 5.18 (or to extend any other credit hereunder) shall be subject to the fulfillment, to the satisfaction of Agent and each Lender (or
waiver thereby) in their Permitted Discretion, of each of the post-closing covenants set forth on Schedule 5.18 within the prescribed time periods set forth on such Schedule. The failure by Borrowers to satisfy the post-closing covenants set
forth on Schedule 5.18 within the prescribed time periods shall constitute an Event of Default.



5.19 Copyrights.Maintain, at all times, the Required Library in accordance with the Security Agreement.



5.20 Assignability of Contracts. Use commercially reasonable
efforts to exclude from all service contracts and all material intellectual property licenses entered into after the Closing Date, and from all other agreements or documents entered into after the Closing Date, any language that would prevent a
Borrower from granting a Lien in such agreements or documents to Agent.



5.21 Billing Procedures.Cause billing and collections with regards to service contracts and all material intellectual property licenses to be substantially on the same basis and in accordance with the usual and customary
practices of the Active Borrowers as they exist on the Closing Date.



5.22 Option Services UCC. To the best of Borrowers knowledge, after due inquiry, the Indebtedness secured by the collateral described in the financing statement number 4214707 filed against Option Services Group, Inc.
with the Secretary of State of Illinois on May 19, 2000 as reflecting LaSalle Bank, N.A. as secured party (the Option Services UCC) has been repaid in full and there is no longer any Lien that is perfected by the Option Services
UCC. Option Services Group, Inc. will cause the termination of the Option Services UCC no later than January 21, 2005. Borrowers acknowledge that, notwithstanding any other provisions contained in this Agreement to the contrary, while the Option
Services UCC remains of record, Option Services Group, Inc. will not: (x) acquire assets (whether by way of transfer from another Borrower, dispositions by another Person or otherwise), (y) merge with another Person, or (z) request or receive the
proceeds of any Advances.



6. NEGATIVE COVENANTS.



Each Borrower covenants and agrees that, until termination of all of the
Commitments and payment in full of the Obligations, Borrowers will not do any of the following:



6.1 Indebtedness.Create, incur, assume, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable with
respect to any Indebtedness, except:



(a) Indebtedness
evidenced by this Agreement and the other Loan Documents,



21



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(b) Indebtedness set forth on Schedule 4.19,



(c) Permitted Purchase Money Indebtedness,



(d) Permitted Capitalized Lease Obligations,



(e) refinancings, renewals, or extensions of Indebtedness permitted under
clauses (b), (c) and (d) of this Section 6.1 (and continuance or renewal of any Permitted Liens associated therewith) so long as: (i) the terms and conditions of such refinancings, renewals, or extensions do not, in Agents reasonable
judgment, materially impair the prospects of repayment of the Obligations by Borrowers or materially impair Borrowers creditworthiness, (ii) such refinancings, renewals, or extensions do not result in an increase in the principal amount of, or
interest rate with respect to, the Indebtedness so refinanced, renewed, or extended or add one or more Borrowers as liable with respect thereto if such additional Borrowers were not liable with respect to the original Indebtedness, (iii) such
refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions, that, taken as a whole, are materially more burdensome
or restrictive to the applicable Borrower, (iv) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension
Indebtedness must include subordination terms and conditions that are at least as favorable to the Lender Group as those that were applicable to the refinanced, renewed, or extended Indebtedness, and (v) the Indebtedness that is refinanced, renewed,
or extended is not recourse to any Person that is liable on account of the Obligations other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended,



(f) endorsement of instruments or other payment items for deposit,



(g) Indebtedness composing Permitted Investments



(h) Indebtedness in connection with the issuance by Parent of unsecured
convertible notes in an underwritten public offering or private placement to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended, but only so long as: (i) a Default or an Event of Default does not exist
either before or immediately after the issuance of such convertible notes, (ii) no more than $100,000,000 of such Indebtedness may exist at any one time, and (iii) the terms of such convertible notes provide that: (w) the obligations of Parent under
such convertible notes are junior and subordinate to the obligations of Parent to the Lender Group pursuant to subordination terms acceptable to Agent in its Permitted Discretion, (x) there shall be no required payment of principal prior to
maturity, (y) there may be cash payments of interest only if no Default or Event of Default has occurred and is continuing, and (z) the maturity date shall be no earlier than the date that is 90 days after the Maturity Date;



(i) Indebtedness to ValueAct, so long as the same does not exceed $40,000,000
and is incurred and repaid in full on the date the IMS Share Repurchase is consummated;



(j) Indebtedness under junior subordinated obligations issued by an Active Borrower; but only so long as: (i) a Default or an Event of Default does not exist either before or immediately after incurring such
obligations, (ii) no more than $5,000,000 of such Indebtedness may exist at any one time, and (iii) the terms of such obligations provide that: (w) the obligations of the applicable Active Borrower under such obligations are junior and subordinate
to the obligations of such Active Borrower to the Lender Group pursuant to subordination terms acceptable to Agent in its Permitted Discretion, (x) there shall be no required payment of principal prior to maturity, (y) there may be cash payments of
interest only if no Default or Event of Default has occurred and is continuing, and (z) the maturity date shall be no earlier than the date that is 90 days after the Maturity Date;



22



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(k) Indebtedness under the IMS Note;



(l) Indebtedness incurred in connection with the financing of insurance premiums on customary terms and in the ordinary
course of business; and



(m) to the extent not included in (a)
through (l) above, Indebtedness incurred in the ordinary course of business and not exceeding $250,000 in the aggregate outstanding at any one time.



6.2 Liens.Create, incur, assume, or suffer to exist, directly or indirectly, any Lien on or with respect to any of its assets, of any kind,
whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens (including Liens that are replacements of Permitted Liens to the extent that the original Indebtedness is refinanced, renewed, or extended under
Section 6.1(d) and so long as the replacement Liens only encumber those assets that secured the refinanced, renewed, or extended Indebtedness).



6.3 Restrictions on Fundamental Changes.



(a) Other than Permitted Mergers, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock,



(b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or
dissolution),



(c) Except with respect to transactions
contemplated in connection with a Permitted Merger, convey, sell, lease, license, assign, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its assets, or



(d) Except in connection with a Permitted Merger, suspend or go out of a
substantial portion of its or their business.



6.4
Disposal of Assets.Other than Permitted Dispositions, convey, sell, lease, license, assign, transfer, or otherwise dispose of any of the assets of any Borrower.



6.5 Change Name.Change any Borrowers name, organizational identification number, state of organization,
or organizational identity; provided, however, that a Borrower may change its name upon at least 30 days prior written notice by Administrative Borrower to Agent of such change and so long as, at the time of such written notification,
such Borrower provides any financing statements necessary to perfect and continue perfected the Agents Liens.



6.6 Nature of Business.Make any change in the principal nature of their business.



6.7 Prepayments and Amendments.Except in connection with a
refinancing permitted by Section 6.1(d),



(a)
optionally prepay, redeem, defease, purchase, or otherwise acquire (other than by operation of law as the result of a Permitted Merger) any Indebtedness of any Borrower, other than: (i) the Obligations in accordance with this Agreement and (ii)
prepayments of Indebtedness in the ordinary course of Borrowers business but only so long as: (y) no Default or Event of Default exists before and immediately after giving effect to such prepayment and (z) such prepayments do not exceed
$200,000 in the aggregate for all Borrowers in any one fiscal year of Parent,



23



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(b) make any payment on account of Indebtedness that has been contractually subordinated in right of
payment if such payment is not permitted at such time under the subordination terms and conditions, or



(c) directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of any agreement, instrument, document, indenture, or
other writing evidencing or concerning Indebtedness permitted under Section 6.1(b), (c), (g), (h), (i), (j), (k), (l) and (m).



6.8 Change of Control.Cause, permit, or suffer, directly or
indirectly, any Change of Control.



6.9 Consignments.Consign any of their Inventory or sell any of their Inventory on bill and hold, sale or return, sale on approval, or other conditional terms of sale.



6.10 Distributions.Make any distribution or declare or pay any dividends (in cash or other property, other than common Stock) on, or
purchase, acquire, redeem, or retire any of any Borrowers Stock, of any class, whether now or hereafter outstanding; except that: (i) a Borrower may make distributions or declare and pay dividends to another Borrower, (ii) Parent may conduct
the Share Repurchases.



6.11 Accounting Methods.Modify or change their fiscal year or their method of accounting (other than as may be required to conform to GAAP) or enter into, modify, or terminate any agreement currently existing, or at any time hereafter entered into with any third party
accounting firm or service bureau for the preparation or storage of Borrowers accounting records without said accounting firm or service bureau agreeing to provide Agent information regarding Borrowers financial condition.



6.12 Investments.Except for Permitted Investments, directly or
indirectly, make or acquire any Investment, or incur any liabilities (including contingent obligations) for or in connection with any Investment; provided, however, that Administrative Borrower shall not have Permitted Investments
(other than in the Cash Management Accounts) in Deposit Accounts or Securities Accounts in an aggregate amount in excess of $50,000 at any one time unless Administrative Borrower, as applicable, and the applicable securities intermediary or bank
have entered into Control Agreements governing such Permitted Investments in order to perfect (and further establish) the Agents Liens in such Permitted Investments. Subject to the foregoing proviso, Borrowers shall not establish or maintain
any Deposit Account or Securities Account unless Agent shall have received a Control Agreement in respect of such Deposit Account or Securities Account.



6.13 Transactions with Affiliates.Directly or indirectly enter into or permit to exist any transaction with any Affiliate of any Borrower
except for (I) transactions that (a) are in the ordinary course of Borrowers business, (b) are upon fair and reasonable terms, (c) if they involve one or more payments or the transfer of assets by any Borrower in excess of $100,000, are fully
disclosed to Agent, and (d) are no less favorable to Borrowers than would be obtained in an arms length transaction with a non-Affiliate and (II) except for the IMS Share Repurchase and Other Share Repurchases. Notwithstanding the foregoing,
an Active Borrower may not make payments, sell or make any other transfers of assets to an Inactive Borrower.



6.14 Use of Proceeds.



(a) Use the proceeds of the Advances for any purpose other than (i) on the Closing Date, to pay transactional fees, costs, and expenses incurred in
connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, (ii) to effect the IMS Share Repurchase and (iii) thereafter, consistent with the terms and conditions hereof, for its lawful and
permitted purposes.



(b) With respect to Active Borrowers,
transfer, directly or indirectly any proceeds of the Advances to any Inactive Borrower.



24



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(c) With respect to Inactive Borrowers, request or receive, directly or indirectly any proceeds of the
Advances from the Lenders an Active Borrower, or otherwise.



6.15 Inventory and Equipment with Bailees.Store the Inventory or Equipment of Borrowers at any time now or hereafter with a bailee, warehouseman, or similar party.



6.16 Financial Covenants.



(a) Fail to maintain or achieve:



(i) Minimum TTM Adjusted EBITDA.TTM Adjusted EBITDA, measured on the last day of each fiscal quarter, of at least the required amount set
forth in the following table for the applicable measurement date set forth opposite thereto:



|                  |            |                  |                                                                   
|----------------- | ---------- | ---------------- | ------------------------------------------------------------------
|Applicable Amount |            | Measurement Date
|$                 | 19,300,000 |                  | March 31, 2005                                                    
|$                 | 19,700,000 |                  | June 30, 2005                                                     
|$                 | 20,600,000 |                  | September 30, 2005                                                
|$                 | 21,300,000 |                  | December 31, 2005                                                 
|$                 | 22,300,000 |                  | March 31, 2006 and the last day of every fiscal quarter thereafter



(ii) Minimum
Liquidity.Maintain at all times Liquidity of no less than $10,000,000.



(iii) Minimum TTM Recurring Revenues. TTM Recurring Revenues, measured on the last day of each fiscal quarter, of at least the required amount set forth in the following table for the applicable measurement
date set forth opposite thereto:



|                  |             |                  |                                                                  
|----------------- | ----------- | ---------------- | -----------------------------------------------------------------
|Applicable Amount |             | Measurement Date
|$                 | 106,900,000 |                  | March 31, 2005                                                   
|$                 | 104,200,000 |                  | June 30, 2005                                                    
|$                 | 105,900,000 |                  | September 30, 2005                                               
|$                 | 108,500,000 |                  | December 31, 2005                                                
|$                 | 109,800,000 |                  | March 31, 2006                                                   
|$                 | 111,000,000 |                  | June 30, 2006 and the last day of every fiscal quarter thereafter



(b) Make:



(i) Capital Expenditures.Capital Expenditures in any fiscal year
in excess of the amount set forth in the following table for the applicable period:



|                 |            |                  |   |                  |  |   |           
|---------------- | ---------- | ---------------- | - | ---------------- |  | - | ----------
|Fiscal Year 2005 |            | Fiscal Year 2006 |   | Fiscal Year 2007
|$                | 14,500,000 |                  | $ | 14,500,000       |  | $ | 14,500,000



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7. EVENTS OF DEFAULT.



Any one or more of the following events shall constitute an event of default (each, an Event of Default) under this Agreement:



7.1If Borrowers fail to pay when due and payable, or
when declared due and payable, (a) all or any portion of the Obligations consisting of interest, fees, or charges due the Lender Group, reimbursement of Lender Group Expenses, or other amounts (other than any portion thereof constituting principal)
constituting Obligations (including any portion thereof that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), and such failure
continues for a period of 3 Business Days, or (b) all or any portion of the principal of the Obligations);



7.2If Borrowers:



(a) fail to perform or observe any covenant or other agreement contained in any of Sections 2.7, 5.2, 5.3, 5.5, 5.8,
5.12, 5.14, 5.16, 5.18, and 6.1 through 6.16 of this Agreement;



(b) fail to perform or observe any covenant or other agreement contained in any of Sections 5.6, 5.7, 5.9, 5.10, 5.11,
and 5.15 of this Agreement and such failure continues for a period of 10 days after the earlier of (i) the date on which such failure shall first become known to any officer of any Borrower or (ii) written notice thereof is given to
Administrative Borrower by Lender; or



(c) fail to perform or
observe any covenant or other agreement contained in this Agreement, or in any of the other Loan Documents; in each case, other than any such covenant or agreement that is the subject of another provision of this Section 7 (in which event
such other provision of this Section 7 shall govern), and such failure continues for a period of 20 days after the earlier of (i) the date on which such failure shall first become known to any officer of any Borrower or (ii) written notice
thereof is given to Administrative Borrower by Lender;



7.3If any material portion of any Borrowers assets is attached, seized, subjected to a writ or distress warrant, or is levied upon, or comes into the possession of any third Person and the same is not discharged before the earlier of 30 days
after the date it first arises or 5 days prior to the date on which such property or asset is subject to forfeiture by such Borrower;



7.4If an Insolvency Proceeding is commenced by any Borrower;



7.5If an Insolvency Proceeding is commenced against any Borrower, and any of the following events occur: (a) the
applicable Borrower consents to the institution of such Insolvency Proceeding against it, (b) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency Proceeding is not dismissed within
60 calendar days of the date of the filing thereof; (d) an interim trustee is appointed to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of the business of, any
Borrower, or (e) an order for relief shall have been issued or entered therein;



7.6If any Borrower is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any material part of its business affairs;



7.7If one or more judgments or other claims involving an aggregate
amount of $200,000, or more (except to the extent fully covered by insurance pursuant to which the insurer has accepted liability therefor in writing) shall be entered or filed against any Borrower or with respect to any of their respective



26



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assets, and the same is not released, discharged, bonded against, or stayed pending appeal before the earlier of 30 days after the date it first arises or 5
days prior to the date on which such asset is subject to being forfeited by the applicable Borrower;



7.8If there is a default in one or more agreements to which any Borrower is a party with one or more third Persons relative to Indebtedness of any
Borrower involving an aggregate amount of $100,000 or more, and such default (i) occurs at the final maturity of the obligations thereunder, or (ii) results in a right by such third Person(s), irrespective of whether exercised, to accelerate the
maturity of the applicable Borrowers obligations thereunder;



7.9If any material misstatement or misrepresentation in any warranty, representation, statement, or Record made to the Lender Group by any Borrower, or any officer, employee, agent, or director of any Borrower exists when made or
furnished or deemed made to the Lender Group and such material misstatement or misrepresentation has an adverse impact on the Collateral or the interests of the Lender Group;



7.10Intentionally Omitted.



7.11If the Security Agreement or any other Loan Document that purports to create a Lien, shall, for any reason, fail or cease to create a valid
and perfected and, except to the extent permitted by the terms hereof or thereof, first priority Lien on or security interest in the Collateral covered hereby or thereby, except as a result of a disposition of the applicable Collateral in a
transaction permitted under this Agreement; or



7.12Any
provision of any Loan Document shall at any time for any reason be declared to be null and void, or the validity or enforceability thereof shall be contested by any Borrower or a proceeding shall be commenced by any Borrower, or by any Governmental
Authority having jurisdiction over any Borrower, seeking to establish the invalidity or unenforceability thereof, or any Borrower shall deny that it has any liability or obligation purported to be created under any Loan Document.



8. THE LENDER GROUPS RIGHTS AND REMEDIES.



8.1 Rights and Remedies.Upon the occurrence, and during the
continuation, of an Event of Default, the Required Lenders (at their election but without notice of their election and without demand) may authorize and instruct Agent to do any one or more of the following on behalf of the Lender Group (and Agent,
acting upon the instructions of the Required Lenders, shall do the same on behalf of the Lender Group), all of which are authorized by Borrowers:



(a) Declare all or any portion of the Obligations, whether evidenced by this Agreement, by any of the other Loan Documents, or otherwise, immediately due
and payable;



(b) Cease advancing money or extending credit to
or for the benefit of Borrowers under this Agreement, under any of the Loan Documents, or under any other agreement between Borrowers and the Lender Group;



(c) Terminate this Agreement and any of the other Loan Documents as to any future liability or obligation of the Lender Group, but without affecting any
of the Agents Liens in the Collateral and without affecting the Obligations; and



(d) The Lender Group shall have all other rights and remedies available at law or in equity or pursuant to any other Loan Document.



The foregoing to the contrary notwithstanding, upon the occurrence of any Event of Default described in Section 7.4 or Section
7.5, in addition to the remedies set forth above, without any notice to Borrowers or any



27



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other Person or any act by the Lender Group, the Commitments shall automatically terminate and the Obligations then outstanding, together with all accrued
and unpaid interest thereon and all fees and all other amounts due under this Agreement and the other Loan Documents, shall automatically and immediately become due and payable, without presentment, demand, protest, or notice of any kind, all of
which are expressly waived by Borrowers.



8.2 Remedies
Cumulative.The rights and remedies of the Lender Group under this Agreement, the other Loan Documents, and all other agreements shall be cumulative. The Lender Group shall have all other rights and remedies not inconsistent herewith as
provided under the Code, by law, or in equity. No exercise by the Lender Group of one right or remedy shall be deemed an election, and no waiver by the Lender Group of any Event of Default shall be deemed a continuing waiver. No delay by the Lender
Group shall constitute a waiver, election, or acquiescence by it.



9. TAXES
AND EXPENSES.



If any Borrower fails to pay any monies
(whether taxes, assessments, insurance premiums, or, in the case of leased properties or assets, rents or other amounts payable under such leases) due to third Persons, or fails to make any deposits or furnish any required proof of payment or
deposit, all as required under the terms of this Agreement, then, Agent, in its sole discretion and without prior notice to any Borrower, may do any or all of the following: (a) make payment of the same or any part thereof (except to the extent that
the validity of such assessment or tax is subject to a Permitted Protest), (b) set up such reserves against the Borrowing Base or the Maximum Revolver Amount as Agent deems necessary to protect the Lender Group from the exposure created by such
failure, or (c) in the case of the failure to comply with Section 5.8 hereof, obtain and maintain insurance policies of the type described in Section 5.8 and take any action with respect to such policies as Agent deems prudent in its
Permitted Discretion. Any such amounts paid by Agent shall constitute Lender Group Expenses and any such payments shall not constitute an agreement by the Lender Group to make similar payments in the future or a waiver by the Lender Group of any
Event of Default under this Agreement. Agent need not inquire as to, or contest the validity of, any such expense, tax, or Lien and the receipt of the usual official notice for the payment thereof shall be conclusive evidence that the same was
validly due and owing.



10. WAIVERS; INDEMNIFICATION.



10.1 Demand; Protest; etc.Each Borrower waives demand,
protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, nonpayment at maturity, release, compromise, settlement, extension, or renewal of documents, instruments, chattel paper, and guarantees at any time held by
the Lender Group on which any such Borrower may in any way be liable.



10.2 The Lender Groups Liability for Borrower Collateral.Each Borrower hereby agrees that: (a) so long as Agent complies with its obligations, if any, under the Code, the Lender Group shall not in any way or manner be
liable or responsible for: (i) the safekeeping of the Borrower Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof, or (iv) any act or default of any
carrier, warehouseman, bailee, forwarding agency, or other Person, and (b) all risk of loss, damage, or destruction of the Borrower Collateral shall be borne by Borrowers.



10.3 Indemnification.Each Borrower shall pay, indemnify, defend, and hold the Agent-Related Persons, the
Lender-Related Persons, and each Participant (each, an Indemnified Person) harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, and damages,
and all reasonable attorneys fees and disbursements and other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit
is brought), at any time asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related to the execution, delivery,



28



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enforcement, performance, or administration (including any restructuring or workout with respect hereto) of this Agreement, any of the other Loan Documents,
or the transactions contemplated hereby or thereby or the monitoring of Borrowers compliance with the terms of the Loan Documents, and (b) with respect to any investigation, litigation, or proceeding related to this Agreement, any other Loan
Document, or the use of the proceeds of the credit provided hereunder (irrespective of whether any Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto (all the foregoing, collectively,
the Indemnified Liabilities). The foregoing to the contrary notwithstanding, Borrowers shall have no obligation to any Indemnified Person under this Section 10.3 with respect to any Indemnified Liability that a court of
competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person. This provision shall survive the termination of this Agreement and the repayment of the Obligations. If any
Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which Borrowers were required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment
is entitled to be indemnified and reimbursed by Borrowers with respect thereto. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR
ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.



11. NOTICES.



Unless
otherwise provided in this Agreement, all notices or demands by Borrowers or Agent to the other relating to this Agreement or any other Loan Document shall be in writing and (except for financial statements and other informational documents which
may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by registered or certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail (at such email addresses as Administrative
Borrower or Agent, as applicable, may designate to each other in accordance herewith), or telefacsimile to Borrowers in care of Administrative Borrower or to Agent, as the case may be, at its address set forth below:



|                               |  |                                                                                                                                                            
|------------------------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|If to Administrative Borrower: |  | THE TRIZETTO GROUP, INC. 567 San Nicolas
Drive Suite 360 Newport Beach, California 92660 Attn: James C. Malone Fax No.: 949.219.2198                       
|                               | 
|with copies to:                |  | STRADLING YOCCA CARLSON & RAUTH 660
Newport Center Drive Suite 1600 Newport Beach, California
92660 Attn: K.C. Schaaf, Esq. Fax No.:
949.725.4100          
|                               | 
|If to Agent:                   |  | WELLS FARGO FOOTHILL, INC. 2450 Colorado
Avenue Suite 300 West Santa Monica, California 90404
Attn: Business Finance Division Manager Fax No.:
310.453.7413
|                               | 
|with copies to:                |  | BUCHALTER, NEMER, FIELDS & YOUNGER 601 S.
Figueroa Street, Suite 2400 Los Angeles, California 90017 Attn:
Robert J. Davidson, Esq. Fax No.: 213.896.0400   



29



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Agent and Borrowers may change the address at which they are to receive notices hereunder, by notice in
writing in the foregoing manner given to the other party. All notices or demands sent in accordance with this Section 11, other than notices by Agent in connection with enforcement rights against the Borrower Collateral under the provisions
of the Code, shall be deemed received on the earlier of the date of actual receipt or 3 Business Days after the deposit thereof in the mail. Each Borrower acknowledges and agrees that notices sent by the Lender Group in connection with the exercise
of enforcement rights against Borrower Collateral under the provisions of the Code shall be deemed sent when deposited in the mail or personally delivered, or, where permitted by law, transmitted by telefacsimile or any other method set forth above.



12. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.



(a) THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS
EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS
ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.



(b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT
AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENTS OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. BORROWERS AND EACH MEMBER OF THE
LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS
SECTION 12(b).



(c) BORROWERS AND EACH MEMBER OF
THE LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. BORROWERS AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.



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13. ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.



13.1 Assignments and Participations.



(a) Any Lender may assign and delegate to one or more assignees (each an Assignee) that are Eligible
Transferees all, or any ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000; provided, however,
that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related
information with respect to the Assignee, have been given to Administrative Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Administrative Borrower and Agent an Assignment and Acceptance, and
(iii) the assigning Lender or Assignee has paid to Agent for Agents separate account a processing fee in the amount of $3,500. Anything contained herein to the contrary notwithstanding, the payment of any fees shall not be required and the
Assignee need not be an Eligible Transferee if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender.



(b) From and after the date that Agent notifies the assigning
Lender (with a copy to Administrative Borrower) that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender shall, to the extent that rights and obligations
hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 10.3 hereof) and be released from any future obligations under this
Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lenders rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and
thereto), and such assignment shall effect a novation between Borrowers and the Assignee; provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this
Agreement, including such assigning Lenders obligations under Article 15 and Section 16.7 of this Agreement.



(c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each
other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender
makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or the performance or observance by Borrowers of any of their obligations under this Agreement or any other Loan Document
furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender 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 this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together
with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.



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(d) Immediately upon Agents receipt of the required processing fee payment and the fully executed
Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment
allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto.



(e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a Participant)
participating interests in its Obligations, the Commitment, and the other rights and interests of that Lender (the Originating Lender) hereunder and under the other Loan Documents; provided, however, that (i) the
Originating Lender shall remain a Lender for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of
the Originating Lender hereunder shall not constitute a Lender hereunder or under the other Loan Documents and the Originating Lenders obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall
remain solely responsible for the performance of such obligations, (iii) Borrowers, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lenders rights and obligations
under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or
any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is
participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or
in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change
the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrowers hereunder shall be determined as if such Lender had not sold such participation, except that, if amounts outstanding under
this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in
amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender
with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrowers, the Collections of Borrowers, the Collateral, or
otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves.



(f) In connection with any such assignment or participation or proposed assignment or participation, a Lender may, subject to the provisions of
Section 16.7, disclose all documents and information which it now or hereafter may have relating to Borrowers and their respective businesses.



(g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its
rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR § 203.24, and such Federal Reserve Bank may enforce such pledge or
security interest in any manner permitted under applicable law.



13.2 Successors.This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided, however, that Borrowers may not assign this Agreement or any rights
or duties hereunder without the Lenders prior written consent and any prohibited assignment shall be absolutely void ab initio. No consent to assignment by the Lenders shall release any Borrower from its Obligations. A Lender may assign
this Agreement and the other Loan Documents and its rights and duties



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hereunder and thereunder pursuant to Section 13.1 hereof and, except as expressly required pursuant to Section 13.1 hereof, no consent or
approval by any Borrower is required in connection with any such assignment.



14. AMENDMENTS; WAIVERS.



14.1
Amendments and Waivers.No amendment or waiver of any provision of this Agreement or any other Loan Document (other than Bank Product Agreements), and no consent with respect to any departure by Borrowers therefrom, shall be effective
unless the same shall be in writing and signed by the Required Lenders (or by Agent at the written request of the Required Lenders) and Administrative Borrower (on behalf of all Borrowers) and then any such waiver or consent shall be effective, but
only in the specific instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Lenders affected thereby and Administrative
Borrower (on behalf of all Borrowers), do any of the following:



(a) increase or extend any Commitment of any Lender,



(b) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,



(c) reduce the principal of, or the rate of interest on, any loan or other
extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document,



(d) change the Pro Rata Share that is required to take any action hereunder,



(e) amend or modify this Section or any provision of this Agreement providing for consent or other action by all Lenders,



(f) other than as permitted by Section 15.12, release
Agents Lien in and to any of the Collateral,



(g) change
the definition of Required Lenders or Pro Rata Share,



(h) contractually subordinate any of the Agents Liens,



(i) release any Borrower from any obligation for the payment of money,



(j) change the definition of Borrowing Base, Maximum Credit Amount, or Maximum Revolver Amount or change Section 2.1(b), or



(k) amend any of the provisions of Section 15.



and, provided further, however, that no amendment, waiver or consent shall,
unless in writing and signed by Agent or Swing Lender, as applicable, affect the rights or duties of Agent or Swing Lender, as applicable, under this Agreement or any other Loan Document. The foregoing notwithstanding, any amendment, modification,
waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to the relationship of the Lender Group among themselves, and that does not affect the rights or
obligations of Borrowers, shall not require consent by or the agreement of Borrowers.



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14.2 Replacement of Holdout Lender.



(a) If any action to be taken by the Lender Group or Agent hereunder
requires the unanimous consent, authorization, or agreement of all Lenders, and a Lender (Holdout Lender) fails to give its consent, authorization, or agreement, then Agent, upon at least 5 Business Days prior irrevocable notice
to the Holdout Lender, may permanently replace the Holdout Lender with one or more substitute Lenders (each, a Replacement Lender), and the Holdout Lender shall have no right to refuse to be replaced hereunder. Such notice to
replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given.



(b) Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and
deliver an Assignment and Acceptance, subject only to the Holdout Lender being repaid its share of the outstanding Obligations without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver
any such Assignment and Acceptance prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Holdout Lender shall be made in accordance
with the terms of Section 13.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents,
the Holdout Lender shall remain obligated to make the Holdout Lenders Pro Rata Share of Advances.



14.3 No Waivers; Cumulative Remedies.No failure by Agent or any Lender to exercise any right, remedy, or option under this Agreement or any
other Loan Document, or delay by Agent or any Lender in exercising the same, will operate as a waiver thereof. No waiver by Agent or any Lender will be effective unless it is in writing, and then only to the extent specifically stated. No waiver by
Agent or any Lender on any occasion shall affect or diminish Agents and each Lenders rights thereafter to require strict performance by Borrowers of any provision of this Agreement. Agents and each Lenders rights under this
Agreement and the other Loan Documents will be cumulative and not exclusive of any other right or remedy that Agent or any Lender may have.



15. AGENT; THE LENDER GROUP.



15.1 Appointment and Authorization of Agent.Each Lender hereby designates and appoints WFF as its representative under this Agreement and
the other Loan Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan
Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Agent agrees to act as such
on the express conditions contained in this Section 15. The provisions of this Section 15 (other than the proviso to Section 15.11(a) and Sections 15.11(b), (c), and (d)) are solely for the benefit of Agent,
and the Lenders, and Borrowers shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent
shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations
or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent; it being expressly understood and agreed that the use of the word Agent is for convenience only, that WFF is merely the
representative of the Lenders, and only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising
any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any
other provision of the Loan Documents that provides rights or powers



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to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect: (a) maintain, in
accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Borrowers, and related matters, (b) execute or file any and all financing or similar statements or
notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make Advances, for itself or on behalf of Lenders as provided in the Loan Documents,
(d) exclusively receive, apply, and distribute the Collections of Borrowers as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the
Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of Borrowers, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrowers, the Obligations, the
Collateral, the Collections of Borrowers, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its
functions and powers pursuant to the Loan Documents.



15.2
Delegation of Duties.Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to
such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.



15.3 Liability of Agent.None of the Agent Related Persons
shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct),
or (b) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by any Borrower or Affiliate of any Borrower, or any officer or director thereof, contained in this Agreement or in any other Loan
Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent Related Person shall be under any
obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the books and records or properties of
Borrowers or the books or records or properties of any of Borrowers Affiliates.



15.4 Reliance by Agent.Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, telefacsimile or
other electronic method of transmission, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and
statements of legal counsel (including counsel to Borrowers or counsel to any Lender), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any action under this Agreement or any
other Loan Document unless Agent shall first receive such advice or concurrence of the Lenders as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable. If Agent so requests, it
shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the requisite Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all
of the Lenders.



15.5 Notice of Default or Event of
Default.Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of



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principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect to Events of Default of which
Agent has actual knowledge, unless Agent shall have received written notice from a Lender or Administrative Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a notice of
default. Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify
the other Lenders and Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Agent shall take such action with respect to such Default or Event of
Default as may be requested by the Required Lenders in accordance with Section 8; provided, however, that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.



15.6 Credit Decision.Each Lender acknowledges that none of the Agent Related Persons has made any representation or warranty to it, and
that no act by Agent hereinafter taken, including any review of the affairs of Borrowers and their Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to Agent
that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property,
financial and other condition and creditworthiness of Borrowers and any other Person party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this
Agreement and to extend credit to Borrowers. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to
make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects,
operations, property, financial and other condition and creditworthiness of Borrowers and any other Person party to a Loan Document. Except for notices, reports, and other documents expressly herein required to be furnished to the Lenders by Agent,
Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrowers and any other Person
party to a Loan Document that may come into the possession of any of the Agent Related Persons.



15.7 Costs and Expenses; Indemnification.Agent may incur and pay Lender Group Expenses to the extent Agent reasonably deems necessary or
appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and
appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not Borrowers are obligated to reimburse Agent or Lenders
for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the Collections of Borrowers received by Agent to reimburse Agent for such out-of-pocket costs and expenses
prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses from the Collections of Borrowers received by Agent, each Lender hereby agrees that it is and shall be obligated to pay to or
reimburse Agent for the amount of such Lenders Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent Related Persons (to the extent not reimbursed by or
on behalf of Borrowers and without limiting the obligation of Borrowers to do so), according to their Pro Rata Shares, from and against any and all Indemnified Liabilities; provided, however, that no Lender shall be liable for the
payment to any Agent Related Person of any portion of such Indemnified Liabilities resulting solely from such Persons gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any Defaulting Lender in failing
to make an Advance or other extension of credit hereunder. Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lenders Pro Rata Share of any costs



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or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the
preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other
Loan Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrowers. The undertaking in this Section shall survive the payment of all Obligations hereunder
and the resignation or replacement of Agent.



15.8 Agent
in Individual Capacity.WFF and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in, and generally engage in any kind of banking, trust, financial advisory,
underwriting, or other business with Borrowers and Affiliates and any other Person party to any Loan Documents as though WFF were not Agent hereunder, and, in each case, without notice to or consent of the other members of the Lender Group. The
other members of the Lender Group acknowledge that, pursuant to such activities, WFF or its Affiliates may receive information regarding Borrowers or their Affiliates and any other Person party to any Loan Documents that is subject to
confidentiality obligations in favor of Borrowers or such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge that, in such circumstances (and in the absence of a waiver of such
confidentiality obligations, which waiver Agent will use its reasonable best efforts to obtain), Agent shall not be under any obligation to provide such information to them. The terms Lender and Lenders include WFF in its
individual capacity.



15.9 Successor Agent.Agent
may resign as Agent upon 45 days notice to the Lenders. If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of
Agent, Agent may appoint, after consulting with the Lenders, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove
and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent
and the term Agent shall mean such successor Agent and the retiring Agents appointment, powers, and duties as Agent shall be terminated. After any retiring Agents resignation hereunder as Agent, the provisions of this
Section 16 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 45 days following a retiring
Agents notice of resignation, the retiring Agents resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor
Agent as provided for above.



15.10 Lender in Individual
Capacity.Any Lender and its respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory,
underwriting or other business with Borrowers and Affiliates and any other Person party to any Loan Documents as though such Lender were not a Lender hereunder without notice to or consent of the other members of the Lender Group. The other members
of the Lender Group acknowledge that, pursuant to such activities, such Lender and its respective Affiliates may receive information regarding Borrowers or their Affiliates and any other Person party to any Loan Documents that is subject to
confidentiality obligations in favor of Borrowers or such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge that, in such circumstances (and in the absence of a waiver of such
confidentiality obligations, which waiver such Lender will use its reasonable best efforts to obtain), such Lender shall not be under any obligation to provide such information to them. With respect to the Swing Loans and Protective Advances, Swing
Lender shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the sub-agent of Agent.



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15.11 Withholding Taxes.



(a) All payments made by any Borrower hereunder or under any note or other Loan Document will be made without setoff,
counterclaim, or other defense. In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present or future Taxes, and in the event any deduction or withholding of Taxes is required, each Borrower
shall comply with the penultimate sentence of this Section 15.11(a). Taxes shall mean, any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by
any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein measured by or based on the net
income or net profits of Lender) and all interest, penalties or similar liabilities with respect thereto. If any Taxes are so levied or imposed, each Borrower agrees to pay the full amount of such Taxes and such additional amounts as may be
necessary so that every payment of all amounts due under this Agreement, any note, or Loan Document, including any amount paid pursuant to this Section 15.11(a) after withholding or deduction for or on account of any Taxes, will not be less
than the amount provided for herein; provided, however, that Borrowers shall not be required to increase any such amounts if, and shall be reimbursed for any such amounts previously paid to the extent that, the increase in such amount payable
results from Agents or such Lenders own willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction). Each Borrower will furnish to Lender as promptly as possible after the date the payment of any
Tax is due pursuant to applicable law certified copies of tax receipts evidencing such payment by any Borrower.



(b) If a Lender claims an exemption from United States withholding tax, Lender agrees with and in favor of Agent and any Borrower, to deliver to Agent:



(i) if such Lender claims an exemption from United States
withholding tax pursuant to its portfolio interest exception, (A) a statement of the Lender, signed under penalty of perjury, that it is not a (I) a bank as described in Section 881(c)(3)(A) of the IRC, (II) a 10% shareholder of any
Borrower (within the meaning of Section 871(h)(3)(B) of the IRC), or (III) a controlled foreign corporation related to any Borrower within the meaning of Section 864(d)(4) of the IRC, and (B) a properly completed and executed IRS Form W-8BEN, before
receiving its first payment under this Agreement and at any other time reasonably requested by Agent or any Borrower;



(ii) if such Lender claims an exemption from, or a reduction of, withholding tax under a United States tax treaty, properly completed and executed IRS
Form W-8BEN before receiving its first payment under this Agreement and at any other time reasonably requested by Agent or any Borrower;



(iii) if such Lender claims that interest paid under this Agreement is exempt from United States withholding tax because it is effectively connected with
a United States trade or business of such Lender, two properly completed and executed copies of IRS Form W-8ECI before receiving its first payment under this Agreement and at any other time reasonably requested by Agent or any Borrower; or



(iv) such other form or forms, including IRS Form W-9, as may
be required under the IRC or other laws of the United States as a condition to exemption from, or reduction of, United States withholding or backup withholding tax before receiving its first payment under this Agreement and at any other time
reasonably requested by Agent or any Borrower.



Lender agrees promptly to
notify Agent and Administrative Borrower of any change in circumstances which would modify or render invalid any claimed exemption or reduction.



(c) If a Lender claims an exemption from withholding tax in a jurisdiction other than the United States, Lender agrees with and in favor of Agent and
Borrowers, to deliver to Agent any such form or forms, as may be required under the laws of such jurisdiction as a condition to exemption from, or reduction of, foreign withholding or backup withholding tax before receiving its first payment under
this Agreement and at any other time reasonably requested by Agent or Administrative Borrower.



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Lender agrees promptly to notify Agent and Administrative Borrower of any change in circumstances which would modify or
render invalid any claimed exemption or reduction.



(d) If any
Lender claims exemption from, or reduction of, withholding tax and such Lender sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of Borrowers to such Lender, such Lender agrees to notify Agent and
Administrative Borrower of the percentage amount in which it is no longer the beneficial owner of Obligations of Borrowers to such Lender. To the extent of such percentage amount, Agent and Borrowers will treat such Lenders documentation
provided pursuant to Sections 15.11(b) or 15.11(c) as no longer valid. With respect to such percentage amount, Lender may provide new documentation, pursuant to Sections 15.11(b) or 15.11(c), if applicable.



(e) If any Lender is entitled to a reduction in the applicable withholding
tax, Agent may withhold from any interest payment to such Lender an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by subsection (b) or (c) of this
Section 15.11 are not delivered to Agent, then Agent may withhold from any interest payment to such Lender not providing such forms or other documentation an amount equivalent to the applicable withholding tax.



(f) If the IRS or any other Governmental Authority of the United States or
other jurisdiction asserts a claim that Agent did not properly withhold tax from amounts paid to or for the account of any Lender due to a failure on the part of the Lender (because the appropriate form was not delivered, was not properly executed,
or because such Lender failed to notify Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify and hold Agent harmless for all amounts
paid, directly or indirectly, by Agent, as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to Agent under this Section 15.11, together with all costs and expenses
(including attorneys fees and expenses). The obligation of the Lenders under this subsection shall survive the payment of all Obligations and the resignation or replacement of Agent.



15.12 Collateral Matters.



(a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any
Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrowers of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if
Administrative Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii)
constituting property in which no Borrower owned any interest at the time the Agents Lien was granted nor at any time thereafter, or (iv) constituting property leased to a Borrower under a lease that has expired or is terminated in a
transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the
Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Administrative Borrower at any time, the Lenders will confirm in writing Agents authority to release any such Liens on particular types or items
of Collateral pursuant to this Section 15.12; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agents opinion, would expose Agent to
liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens
(other than those expressly being released) upon (or obligations of Borrowers in respect of) all interests retained by Borrowers, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral.



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(b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists
or is owned by Borrowers or is cared for, protected, or insured or has been encumbered, or that the Agents Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular
priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents,
it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given
Agents own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.



15.13 Restrictions on Actions by Lenders; Sharing of Payments.



(a) Each of the Lenders agrees that it shall not, without
the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Borrowers or any deposit accounts of
Borrowers now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal
or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.



(b) If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with
respect to the Obligations, except for any such proceeds or payments received by such Lender from Agent pursuant to the terms of this Agreement, or (ii) payments from Agent in excess of such Lenders ratable portion of all such distributions by
Agent, such Lender promptly shall (1) turn the same over to Agent, in kind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for
application to the Obligations in accordance with the applicable provisions of this Agreement, or (2) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess
payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by the purchasing party is thereafter recovered from it,
those purchases of participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such purchasing party, but without interest except to the extent that such
purchasing party is required to pay interest in connection with the recovery of the excess payment.



15.14 Agency for Perfection.Agent hereby appoints each other Lender as its agent (and each Lender hereby accepts such appointment) for the
purpose of perfecting the Agents Liens in assets which, in accordance with Article 8 or Article 9, as applicable, of the Code can be perfected only by possession or control. Should any Lender obtain possession or control of any such
Collateral, such Lender shall notify Agent thereof, and, promptly upon Agents request therefor shall deliver possession or control of such Collateral to Agent or in accordance with Agents instructions.



15.15 Payments by Agent to the Lenders.All payments to be made
by Agent to the Lenders shall be made by bank wire transfer of immediately available funds pursuant to such wire transfer instructions as each party may designate for itself by written notice to Agent. Concurrently with each such payment, Agent
shall identify whether such payment (or any portion thereof) represents principal, premium, fees, or interest of the Obligations.



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15.16 Concerning the Collateral and Related Loan Documents.Each member of the Lender Group
authorizes and directs Agent to enter into this Agreement and the other Loan Documents. Each member of the Lender Group agrees that any action taken by Agent in accordance with the terms of this Agreement or the other Loan Documents relating to the
Collateral and the exercise by Agent of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders.



15.17 Field Audits and Examination Reports; Confidentiality;
Disclaimers by Lenders; Other Reports and Information. By becoming a party to this Agreement, each Lender:



(a) is deemed to have requested that Agent furnish such Lender, promptly after it becomes available, a copy of each field audit or examination report
(each a Report and collectively, Reports) prepared by or at the request of Agent, and Agent shall so furnish each Lender with such Reports,



(b) expressly agrees and acknowledges that Agent does not (i) make any representation or warranty as to the accuracy of any
Report, and (ii) shall not be liable for any information contained in any Report,



(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent or other party performing any audit or examination will inspect only specific information regarding
Borrowers and will rely significantly upon the books and records of Borrowers, as well as on representations of Borrowers personnel,



(d) agrees to keep all Reports and other material, non-public information regarding Borrowers and their operations, assets, and existing and contemplated
business plans in a confidential manner in accordance with Section 16.7, and



(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Agent and any such other Lender preparing a Report harmless from any action the indemnifying
Lender may take or fail to take or any conclusion the indemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender has made or may make to Borrowers, or the
indemnifying Lenders participation in, or the indemnifying Lenders purchase of, a loan or loans of Borrowers; and (ii) to pay and protect, and indemnify, defend and hold Agent, and any such other Lender preparing a Report harmless from
and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including, attorneys fees and costs) incurred by Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who
might obtain all or part of any Report through the indemnifying Lender.



In
addition to the foregoing: (x) any Lender may from time to time request of Agent in writing that Agent provide to such Lender a copy of any report or document provided by Borrowers to Agent that has not been contemporaneously provided by Borrowers
to such Lender, and, upon receipt of such request, Agent promptly shall provide a copy of same to such Lender, (y) to the extent that Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from
Borrowers, any Lender may, from time to time, reasonably request Agent to exercise such right as specified in such Lenders notice to Agent, whereupon Agent promptly shall request of Administrative Borrower the additional reports or information
reasonably specified by such Lender, and, upon receipt thereof from Administrative Borrower, Agent promptly shall provide a copy of same to such Lender, and (z) any time that Agent renders to Administrative Borrower a statement regarding the Loan
Account, Agent shall send a copy of such statement to each Lender.



15.18 Several Obligations; No Liability.Notwithstanding that certain of the Loan Documents now or hereafter may have been or will be executed only by or in favor of Agent in its capacity as such, and not by or in favor of the
Lenders, any and all obligations on the part of Agent (if any) to make any credit



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available hereunder shall constitute the several (and not joint) obligations of the respective Lenders on a ratable basis, according to their respective
Commitments, to make an amount of such credit not to exceed, in principal amount, at any one time outstanding, the amount of their respective Commitments. Nothing contained herein shall confer upon any Lender any interest in, or subject any Lender
to any liability for, or in respect of, the business, assets, profits, losses, or liabilities of any other Lender. Each Lender shall be solely responsible for notifying its Participants of any matters relating to the Loan Documents to the extent any
such notice may be required, and no Lender shall have any obligation, duty, or liability to any Participant of any other Lender. Except as provided in Section 16.7, no member of the Lender Group shall have any liability for the acts of any
other member of the Lender Group. No Lender shall be responsible to any Borrower or any other Person for any failure by any other Lender to fulfill its obligations to make credit available hereunder, nor to advance for it or on its behalf in
connection with its Commitment, nor to take any other action on its behalf hereunder or in connection with the financing contemplated herein.



15.19 Bank Product Providers.Each Bank Product Provider shall be deemed a party hereto for purposes of any reference in a Loan Document to
the parties for whom Agent is acting; it being understood and agreed that the rights and benefits of such Bank Product Provider under the Loan Documents consist exclusively of such Bank Product Providers right to share in payments and
collections out of the Collateral as more fully set forth herein. In connection with any such distribution of payments and collections, Agent shall be entitled to assume no amounts are due to any Bank Product Provider unless such Bank Product
Provider has notified Agent in writing of the amount of any such liability owed to it prior to such distribution.



16. GENERAL PROVISIONS.



16.1 Effectiveness.This Agreement shall be binding and deemed effective when executed by Borrowers, Agent, and each Lender whose signature
is provided for on the signature pages hereof.



16.2
Section Headings.Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.



16.3 Interpretation.Neither this Agreement nor any uncertainty
or ambiguity herein shall be construed against the Lender Group or Borrowers, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to
the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.



16.4 Severability of Provisions.Each provision of this Agreement shall be severable from every other provision of this Agreement for the
purpose of determining the legal enforceability of any specific provision.



16.5 Counterparts; Electronic Execution.This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall
be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally
as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed
counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis
mutandis.



16.6 Revival and Reinstatement of
Obligations.If the incurrence or payment of the Obligations by any Borrower or the transfer to the Lender Group of any property should for any reason subsequently be



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declared to be void or voidable under any state or federal law relating to creditors rights, including provisions of the Bankruptcy Code relating to
fraudulent conveyances, preferences, or other voidable or recoverable payments of money or transfers of property (collectively, a Voidable Transfer), and if the Lender Group is required to repay or restore, in whole or in part,
any such Voidable Transfer, or elects to do so upon the reasonable advice of its counsel, then, as to any such Voidable Transfer, or the amount thereof that the Lender Group is required or elects to repay or restore, and as to all reasonable costs,
expenses, and attorneys fees of the Lender Group related thereto, the liability of Borrowers automatically shall be revived, reinstated, and restored and shall exist as though such Voidable Transfer had never been made.



16.7 Confidentiality.Agent and Lenders each individually (and
not jointly or jointly and severally) agree that material, non-public information regarding Borrowers, their operations, assets, and existing and contemplated business plans shall be treated by Agent and the Lenders in a confidential manner, and
shall not be disclosed by Agent and the Lenders to Persons who are not parties to this Agreement, except: (a) to attorneys for and other advisors, accountants, auditors, and consultants to any member of the Lender Group, (b) to Subsidiaries and
Affiliates of any member of the Lender Group (including the Bank Product Providers), provided that any such Subsidiary or Affiliate shall have agreed to receive such information hereunder subject to the terms of this Section 16.7, (c) as may
be required by statute, decision, or judicial or administrative order, rule, or regulation, (d) as may be agreed to in advance by Administrative Borrower or its Subsidiaries or as requested or required by any Governmental Authority pursuant to any
subpoena or other legal process, (e) as to any such information that is or becomes generally available to the public (other than as a result of prohibited disclosure by Agent or the Lenders), (f) in connection with any assignment, prospective
assignment, sale, prospective sale, participation or prospective participations, or pledge or prospective pledge of any Lenders interest under this Agreement, provided that any such assignee, prospective assignee, purchaser, prospective
purchaser, participant, prospective participant, pledgee, or prospective pledgee shall have agreed in writing to receive such information hereunder subject to the terms of this Section, and (g) in connection with any litigation or other adversary
proceeding involving parties hereto which such litigation or adversary proceeding involves claims related to the rights or duties of such parties under this Agreement or the other Loan Documents. The provisions of this Section 16.7 shall
survive for 2 years after the payment in full of the Obligations.



16.8 Integration.This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any
other agreement, oral or written, before the date hereof.



16.9 Parent as Agent for Borrowers.Each Borrower hereby irrevocably appoints Parent as the borrowing agent and attorney-in-fact for all Borrowers (the Administrative Borrower) which appointment shall remain in
full force and effect unless and until Agent shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby
irrevocably appoints and authorizes the Administrative Borrower (i) to provide Agent with all notices with respect to Advances and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement
and (ii) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Advances and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement.
It is understood that the handling of the Loan Account and Collateral of Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of
Borrowers in the most efficient and economical manner and at their request, and that Lender Group shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the
Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Lender Group to do so, and in consideration thereof,
each Borrower hereby jointly and severally agrees to indemnify each member of the Lender Group and hold each member of the Lender Group harmless against any and all liability, expense, loss or claim of damage or injury, made against



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the Lender Group by any Borrower or by any third party whosoever, arising from or incurred by reason of (a) the handling of the Loan Account and Collateral
of Borrowers as herein provided, (b) the Lender Groups relying on any instructions of the Administrative Borrower, or (c) any other action taken by the Lender Group hereunder or under the other Loan Documents, except that Borrowers will have
no liability to the relevant Agent-Related Person or Lender-Related Person under this Section 16.9 with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solely from the gross
negligence or willful misconduct of such Agent-Related Person or Lender-Related Person, as the case may be.



16.10 Changes in Accounting Policies. In the event the Financial Accounting Standards Board (or any successor organization) adopts changes
to GAAP after the Closing Date and as a result solely of such changes there is an adverse effect on Borrowers ability to comply with the financial covenants hereunder or there occurs a reduction of the Borrowing Base or Maximum Revolver
Amount, Agent and Lenders agree to review the effect of such changes and to make such adjustments as Agent and Lenders deem necessary in their Permitted Discretion.



[Signature pages to follow.]



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



THE TRIZETTO GROUP, INC., a Delaware
corporationBy:

/s/ Jeffrey H. MargolisTitle:

Chief Executive OfficerDIOGENES, INC.,a Delaware corporationBy:

/s/ Jeffrey H. MargolisTitle:

Chief Executive OfficerINFOTRUST COMPANY,an Illinois corporationBy:

/s/ Jeffrey H. MargolisTitle:

Chief Executive OfficerNOVALIS CORPORATION,a Delaware corporationBy:

/s/ Jeffrey H. MargolisTitle:

Chief Executive OfficerNOVALIS DEVELOPMENT & LICENSING CORPORATION,an Indiana corporationBy:

/s/ Jeffrey H. MargolisTitle:

Chief Executive OfficerNOVALIS DEVELOPMENT CORPORATION,a Delaware corporationBy:

/s/ Jeffrey H. MargolisTitle:

Chief Executive OfficerNOVALIS SERVICES CORPORATION,a Delaware corporationBy:

/s/ Jeffrey H. MargolisTitle:

Chief Executive OfficerOPTION SERVICES GROUP, INC.,an Illinois corporationBy:

/s/ Jeffrey H. MargolisTitle:

Chief Executive Officer




S-1

Credit Agreement



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DIGITAL INSURANCE SYSTEMS CORPORATION,an Ohio corporationBy:

/s/ Jeffrey H. MargolisTitle:

Chief Executive OfficerFINSERV HEALTH CARE SYSTEMS, INC.,a New York corporationBy:

/s/ Jeffrey H. MargolisTitle:

Chief Executive OfficerCREATIVE BUSINESS SOLUTIONS, INC.,a Texas corporationBy:

/s/ Jeffrey H. MargolisTitle:

Chief Executive OfficerHEALTHCARE MEDIA ENTERPRISES, INC.,a Delaware corporationBy:

/s/ Jeffrey H. MargolisTitle:

Chief Executive OfficerHEALTH NETWORKS OF AMERICA, INC.,a Maryland corporationBy:

/s/ Jeffrey H. MargolisTitle:

Chief Executive OfficerHEALTHWEB, INC.,a Delaware corporationBy:

/s/ Jeffrey H. MargolisTitle:

Chief Executive OfficerMARGOLIS HEALTH ENTERPRISES, INC.,a California corporationBy:

/s/ Jeffrey H. MargolisTitle:

Chief Executive OfficerTRIZETTO APPLICATION SERVICES, INC.,a Colorado corporationBy:

/s/ Jeffrey H. MargolisTitle:

Chief Executive Officer




S-2

Credit Agreement



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WINTHROP FINANCIAL GROUP, INC.,an Illinois corporation.By:

/s/ Jeffrey H. MargolisTitle:

Chief Executive Officer






S-3

Credit Agreement



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WELLS FARGO FOOTHILL, INC.,a California corporation, as Agent and as a LenderBy:

Charles KimTitle:

Vice President




S-4

Credit Agreement



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Schedule 1.1



As used in the Agreement, the following terms shall have the following definitions:



Account means an account (as that term is defined in the
Code).



Account Debtor means any Person who
is obligated on an Account, chattel paper, or a general intangible.



ACH Transactions means any cash management or related services (including the Automated Clearing House processing of electronic fund transfers through the direct Federal Reserve Fedline system) provided by a Bank Product
Provider for the account of Administrative Borrower or its Subsidiaries.



Active Borrower means each Borrower that is not an Inactive Borrower.



Adjusted EBITDA means, EBITDA minus cash expenditures relating to capitalized software development costs as reflected in
Borrowers cash flow statements.



Administrative
Borrower has the meaning specified therefor in Section 16.9.



Advances has the meaning specified therefor in Section 2.1(a).



Affiliate means, as applied to any Person, any other Person who controls, is controlled by, or is under common control with, such
Person. For purposes of this definition, control means the possession, directly or indirectly through one or more intermediaries, of the power to direct the management and policies of a Person, whether through the ownership of Stock, by
contract, or otherwise; provided, however, that, for purposes of Section 6.13: (a) any Person which owns directly or indirectly 10% or more of the Stock having ordinary voting power for the election of directors or other members of the
governing body of a Person or 10% or more of the partnership or other ownership interests of a Person (other than as a limited partner of such Person) shall be deemed an Affiliate of such Person, (b) each director (or comparable manager) of a Person
shall be deemed to be an Affiliate of such Person, and (c) each partnership (formed under the laws of any jurisdiction) or joint venture in which a Person is a partner or joint venturer shall be deemed an Affiliate of such Person.



Agent has the meaning specified therefor in the preamble
to the Agreement.



Agent-Related Persons
means Agent, together with its Affiliates, officers, directors, employees, attorneys, and agents.



Agents Account means the Deposit Account of Agent identified on Schedule A-1.



Agents Liens means the Liens granted by Borrowers or
their Subsidiaries to Agent under the Loan Documents.



Agreement means the Credit Agreement to which this Schedule 1.1 is attached.



Annualized Recurring Maintenance Revenues means, as of any date of determination, the product of (a) Recurring Maintenance Revenues for
the most recently completed three month period, as set forth in the relevant Recurring Revenues Certificate for such period, times (b) 4.00.



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Annualized Recurring Revenues means, as of any date of determination, the product of
(a) Recurring Revenues for the most recently completed three month period, as set forth in the relevant Recurring Revenues Certificate for such period, times (b) 4.00.



Assignee has the meaning specified therefor in Section 13.1(a).



Assignment and Acceptance means an Assignment and
Acceptance Agreement substantially in the form of Exhibit A-1.



Authorized Person means any officer or employee of Administrative Borrower.



Availability means, as of any date of determination, the amount that Borrowers are entitled to borrow as Advances hereunder (after
giving effect to all then outstanding Obligations (other than Bank Product Obligations) and all sublimits and reserves then applicable hereunder).



Bank Product means any financial accommodation extended to Administrative Borrower or its Subsidiaries by a Bank Product Provider
(other than pursuant to the Agreement) including: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH Transactions, (f) cash management, including controlled disbursement, accounts or services, or (g)
transactions under Hedge Agreements.



Bank Product
Agreements means those agreements entered into from time to time by Administrative Borrower or its Subsidiaries with a Bank Product Provider in connection with the obtaining of any of the Bank Products.



Bank Product Obligations means all obligations,
liabilities, contingent reimbursement obligations, fees, and expenses owing by Administrative Borrower or its Subsidiaries to any Bank Product Provider pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the
payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that Administrative Borrower or its Subsidiaries are obligated to reimburse to Agent or any
member of the Lender Group as a result of Agent or such member of the Lender Group purchasing participations from, or executing indemnities or reimbursement obligations to, a Bank Product Provider with respect to the Bank Products provided by such
Bank Product Provider to Administrative Borrower or its Subsidiaries.



Bank Product Provider means Wells Fargo or any of its Affiliates.



Bank Product Reserve means, as of any date of determination, the lesser of the amount of reserves that Agent has established (based upon the Bank Product Providers reasonable determination of
the credit exposure of Administrative Borrower and its Subsidiaries in respect of Bank Products) in respect of Bank Products then provided or outstanding.



Bankruptcy Code means title 11 of the United States Code, as in effect from time to time.



Base Rate means, the rate of interest announced, from time
to time, within Wells Fargo at its principal office in San Francisco as its prime rate, with the understanding that the prime rate is one of Wells Fargos base rates (not necessarily the lowest of such rates) and serves
as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo may designate.



Base Rate Margin means 1.00 percentage point.



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Benefit Plan means a defined benefit plan (as defined in Section 3(35) of
ERISA) for which any Borrower or any Subsidiary or ERISA Affiliate of any Borrower has been an employer (as defined in Section 3(5) of ERISA) within the past six years, but excluding a plan which is unfunded and is maintained by an
employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees as set forth in ERISA Section 303(a)(3).



Board of Directors means the board of directors (or comparable managers) of Parent or any committee
thereof duly authorized to act on behalf of the board of directors (or comparable managers).



Borrower and Borrowers have the respective meanings specified therefor in the preamble to the Agreement.



Borrowing means a borrowing hereunder consisting of Advances made on the same day by the Lenders (or
Agent on behalf thereof), or by Swing Lender in the case of a Swing Loan, or by Agent in the case of a Protective Advance, in each case, to Administrative Borrower.



Borrowing Base means, as of any date of determination, the result of:



(a) the lesser of:



(i) 35% of the Annualized Recurring Revenues; or



(ii) 100% of the Annualized Recurring Maintenance Revenues, minus



(b) the sum of (i) the Bank Product Reserve, and (ii) the
aggregate amount of reserves, if any, established by Agent under Section 2.1(b).



Borrowing Base Certificate means a certificate in the form of Exhibit B-1.



Business Day means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the state
of California.



Capital Expenditures means,
with respect to any Person for any period, the aggregate of all expenditures by such Person and its Subsidiaries during such period that are capital expenditures as determined in accordance with GAAP, whether such expenditures are paid in cash or
financed but excluding capitalized software expenditures.



Capitalized Lease Obligation means that portion of the obligations under a Capital Lease that is required to be capitalized in accordance with GAAP.



Capital Lease means a lease that is required to be capitalized for financial reporting purposes in
accordance with GAAP.



Cash Equivalents
means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 1 year from the date of
acquisition thereof, (b) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 1 year from the date of acquisition thereof and, at
the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poors Rating Group (S&P) or Moodys Investors Service, Inc. (Moodys), (c) commercial paper maturing no
more than 270 days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moodys, (d) certificates of deposit or bankers acceptances maturing within 1 year
from



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the date of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof having at the date of acquisition
thereof combined capital and surplus of not less than $250,000,000, (e) Deposit Accounts maintained with (i) any bank that satisfies the criteria described in clause (d) above, or (ii) any other bank organized under the laws of the United States or
any state thereof so long as the amount maintained with any such other bank is less than or equal to $100,000 and is insured by the Federal Deposit Insurance Corporation, and (f) Investments in money market funds substantially all of whose assets
are invested in the types of assets described in clauses (a) through (e) above.



Cash Management Account has the meaning specified therefor in Section 2.7(a).



Cash Management Agreements means those certain cash management agreements, in form and substance satisfactory to Agent, each of which
is among Administrative Borrower or one of its Subsidiaries, Agent, and one of the Cash Management Banks.



Cash Management Bank has the meaning specified therefor in Section 2.7(a).



Change of Control means that (a) any person or
group (within the meaning of Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 30%, or more, of the Stock of Parent having the right
to vote for the election of members of the Board of Directors, or (b) a majority of the members of the Board of Directors do not constitute Continuing Directors.



Closing Date means the date of the making of the initial Advance (or other extension of credit)
hereunder.



Closing Date Business Plan means
Administrative Borrowers Business Plan, dated as of November 9, 2004, delivered to Agent before the Closing Date.



Closing Date Projections means Administrative Borrowers Projections, dated as of
, 2004, delivered to Agent before the Closing Date



Code means the California Uniform Commercial Code, as in effect from time to time.



Collateral means all assets and interests in assets and
proceeds thereof now owned or hereafter acquired by Administrative Borrower or its Subsidiaries in or upon which a Lien is granted under any of the Loan Documents.



Collateral Access Agreement means a landlord waiver, bailee letter, or acknowledgement agreement of any
lessor, warehouseman, processor, consignee, or other Person in possession of, having a Lien upon, or having rights or interests in Administrative Borrowers or its Subsidiaries books and records, Equipment or Inventory, in each case, in
form and substance satisfactory to Agent.



Collections means all cash, checks, notes, instruments, and other items of payment (including insurance proceeds, proceeds of cash sales, rental proceeds, and tax refunds).



Commitment means, with respect to each Lender, its
Revolver Commitment or its Total Commitment, as the context requires, and, with respect to all Lenders, their Revolver Commitments or their Total Commitments, as the context requires, in each case as such Dollar amounts are set forth beside such
Lenders name under the applicable heading on Schedule C-1 or in the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder, as such amounts may be reduced or increased from time to time pursuant to assignments
made in accordance with the provisions of Section 13.1.



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Compliance Certificate means a certificate substantially in the form of Exhibit
C-1 delivered by the chief financial officer of Parent to Agent.



Continuing Director means (a) any member of the Board of Directors who was a director (or comparable manager) of Parent on the Closing Date, except for David Thomas and (b) any individual who becomes a member of the Board
of Directors after the Closing Date if such individual was appointed or nominated for election to the Board of Directors by a majority of the Continuing Directors, but excluding any such individual originally proposed for election in opposition to
the Board of Directors in office at the Closing Date in an actual or threatened election contest relating to the election of the directors (or comparable managers) of Parent and whose initial assumption of office resulted from such contest or the
settlement thereof.



Control Agreement means
a control agreement, in form and substance satisfactory to Agent, executed and delivered by Borrowers, Agent, and the applicable securities intermediary (with respect to a Securities Account) or bank (with respect to a Deposit Account).



Daily Balance means, as of any date of determination
and with respect to any Obligation, the amount of such Obligation owed at the end of such day.



Default means an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of Default.



Defaulting Lender means any Lender that fails to make any
Advance (or other extension of credit) that it is required to make hereunder on the date that it is required to do so hereunder.



Defaulting Lender Rate means (a) for the first 3 days from and after the date the relevant payment is due, the Base Rate, and (b)
thereafter, the interest rate then applicable to Advances (inclusive of the Base Rate Margin applicable thereto).



Deposit Account means any deposit account (as that term is defined in the Code).



Designated Account means the Deposit Account of
Administrative Borrower identified on Schedule D-1.



Designated Account Bank has the meaning specified therefor in Schedule D-1.



Dollars or $ means United States dollars.



EBITDA means, with respect to any fiscal period, Parents and its Subsidiaries consolidated
net earnings (or loss), minus extraordinary gains and interest income, plus interest expense, income taxes, non-cash employee compensation consisting of Stock of any Borrower (to the extent any Borrower is required to recognize such Stock based
compensation as an expense), and depreciation and amortization for such period, in each case, as determined in accordance with GAAP.



Eligible Transferee means (a) a commercial bank organized under the laws of the United States, or any state thereof, and having total
assets in excess of $250,000,000, (b) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development or a political subdivision of any such country and which has total
assets in excess of $250,000,000, provided that such bank is acting through a branch or agency located in the United States, (c) a finance company, insurance company, or other financial institution or fund that is engaged in making, purchasing, or
otherwise investing in commercial loans in the ordinary course of its business and having (together with its Affiliates) total assets in excess of $250,000,000, (d) any Affiliate (other than individuals) of a Lender, (e) so long as no



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Event of Default has occurred and is continuing, any other Person approved by Agent and Administrative Borrower (which approval of Administrative Borrower
shall not be unreasonably withheld, delayed, or conditioned), and (f) during the continuation of an Event of Default, any other Person approved by Agent. Notwithstanding the foregoing, so long as no Default or Event of Default exists as of any date
of determination, Eligible Transferee shall not include any Person Agent knows is an operating company and a direct competitor of Borrowers, taken as a whole.



Environmental Actions means any complaint, summons, citation, notice, directive, order, claim,
litigation, investigation, judicial or administrative proceeding, judgment, letter, or other communication from any Governmental Authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials from (a) any
assets, properties, or businesses of any Borrower, any Subsidiary of a Borrower, or any of their predecessors in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous Materials generated
by any Borrower, any Subsidiary of a Borrower, or any of their predecessors in interest.



Environmental Law means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable
written policy or rule of common law now or hereafter in effect and in each case as amended, or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, in each case, to the
extent binding on any Borrower, relating to the environment, the effect of the environment on employee health, or Hazardous Materials, in each case as amended from time to time.



Environmental Liabilities means all liabilities, monetary obligations, losses, damages, punitive damages,
consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest
incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.



Environmental Lien means any Lien in favor of any Governmental Authority for Environmental Liabilities.



Equipment means equipment (as that term is
defined in the Code.



ERISA means the
Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto.



ERISA Affiliate means (a) any Person subject to ERISA whose employees are treated as employed by the same employer as the employees of
a Borrower under IRC Section 414(b), (b) any trade or business subject to ERISA whose employees are treated as employed by the same employer as the employees of a Borrower under IRC Section 414(c), (c) solely for purposes of Section 302 of ERISA and
Section 412 of the IRC, any organization subject to ERISA that is a member of an affiliated service group of which a Borrower is a member under IRC Section 414(m), or (d) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any
Person subject to ERISA that is a party to an arrangement with a Borrower and whose employees are aggregated with the employees of a Borrower under IRC Section 414(o).



Event of Default has the meaning specified therefor in Section 7.



Excess Availability means, as of any date of
determination, the amount equal to Availability minus the aggregate amount, if any, of all trade payables of Borrowers and their Subsidiaries more than 60 days past due date and all book overdrafts of Borrowers and their Subsidiaries in
excess of their historical practices with respect thereto, in each case as determined by Agent in its Permitted Discretion.



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Exchange Act means the Securities Exchange Act of 1934, as in effect from time to
time.



Fee Letter means that certain fee
letter between Borrowers and Agent, in form and substance satisfactory to Agent.



Funding Date means the date on which a Borrowing occurs.



GAAP means generally accepted accounting principles as in effect from time to time in the United States, consistently applied.



Governing Documents means, with respect to
any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of such Person.



Governmental Authority means any federal, state, local, or other governmental or administrative body, instrumentality, board,
department, or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.



Hazardous Materials means (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable laws or
regulations as hazardous substances, hazardous materials, hazardous wastes, toxic substances, or any other formulation intended to define, list, or classify substances by reason of deleterious
properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or EP toxicity, (b) oil, petroleum, or petroleum derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids,
produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any radioactive materials, and (d) asbestos in any form
or electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million.



Hedge Agreement means any and all agreements, or documents now existing or hereafter entered into by Administrative Borrower or any of
its Subsidiaries that provide for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect
to, these or similar transactions, for the purpose of hedging Administrative Borrowers or any of its Subsidiaries exposure to fluctuations in interest or exchange rates, loan, credit exchange, security or currency valuations or commodity
prices.



Holdout Lender has the meaning
specified therefor in Section 14.2(a).



IMS
Note means that certain Subordinated Promissory Note to be entered into by Parent in connection with the IMS Share Repurchase in a principal amount not to exceed $40,000,000 payable to IMS Health Incorporated.



Inactive Borrowers means Digital Insurance Systems
Corporation, an Ohio corporation, Finserv Health Care Systems, Inc., a New York corporation, Creative Business Solutions, Inc., a Texas corporation, Healthcare Media Enterprises, Inc., a Delaware corporation, Health Networks of America, Inc., a
Maryland corporation, HealthWeb, Inc., a Delaware corporation, Margolis Health Enterprises, Inc., a California corporation, TriZetto Application Services, Inc., a Colorado corporation, and Winthrop Financial Group, Inc., an Illinois
corporation.



Indebtedness means (a)
all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, interest rate swaps, or
other financial products, (c) Capitalized Lease Obligations, (d) all obligations or liabilities of others secured by a Lien on any asset of a Person or its Subsidiaries, irrespective of whether such obligation or liability is assumed, (e) all
obligations to pay the



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deferred purchase price of assets (other than trade payables incurred in the ordinary course of business and repayable in accordance with customary trade
practices), (f) all obligations owing under Hedge Agreements, and (g) any obligation guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of any other
Person that constitutes Indebtedness under any of clauses (a) through (f) above.



Indemnified Liabilities has the meaning specified therefor in Section 10.3.



Indemnified Person has the meaning specified therefor in Section 10.3.



Insolvency Proceeding means any proceeding commenced by or
against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with
creditors, or proceedings seeking reorganization, arrangement, or other similar relief.



Intercompany Subordination Agreement means a subordination agreement executed and delivered by Borrowers and Agent, the form and substance of which is satisfactory to Agent.



Interest Expense means, for any period, the aggregate of
the interest expense of Parent and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.



Inventory means inventory (as that term is defined in the Code).



Investment means, with respect to any Person, any investment by such Person in any other Person
(including Affiliates) in the form of loans, guarantees, advances, or capital contributions (excluding (a) commission, travel, and similar advances to officers and employees of such Person made in the ordinary course of business, and (b) bona fide
Accounts arising in the ordinary course of business consistent with past practice), purchases or other acquisitions of Indebtedness, Stock, or all or substantially all of the assets of such other Person (or of any division or business line of such
other Person), and any other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.



IRC means the Internal Revenue Code of 1986, as in effect from time to time.



Lender and Lenders have the respective
meanings set forth in the preamble to the Agreement, and shall include any other Person made a party to the Agreement in accordance with the provisions of Section 13.1.



Lender Group means, individually and collectively, each of the Lenders and Agent.



Lender Group Expenses means all (a) costs or expenses
(including taxes, and insurance premiums) required to be paid by a Borrower under any of the Loan Documents that are paid, advanced, or incurred by the Lender Group, (b) fees or charges paid or incurred by Agent in connection with the Lender
Groups transactions with Borrowers, including, fees or charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (including tax lien, litigation, and UCC searches and including searches with the
patent and trademark office, the copyright office, or the department of motor vehicles), filing, recording, publication, appraisal (including periodic collateral appraisals or business valuations to the extent of the fees and charges (and up to the
amount of any limitation) contained in the Agreement, real estate surveys, real estate title policies and endorsements, and environmental audits, (c) costs and expenses incurred by Agent in the disbursement of funds to Borrowers or other members of
the Lender Group (by wire transfer or otherwise), (d) charges paid or incurred by Agent resulting from the dishonor of checks, (e) reasonable costs and expenses paid or incurred by the Lender Group to correct any default or enforce any provision of
the Loan Documents, or in gaining possession of, maintaining, handling, preserving,



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storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated,
(f) audit fees and expenses of Agent related to any inspections or audits to the extent of the fees and charges (and up to the amount of any limitation) contained in the Agreement, (g) reasonable costs and expenses of third party claims or any other
suit paid or incurred by the Lender Group in enforcing or defending the Loan Documents or in connection with the transactions contemplated by the Loan Documents or the Lender Groups relationship with any Borrower, (h) Agents and each
Lenders reasonable costs and expenses (including attorneys fees) incurred in advising, structuring, drafting, reviewing, administering, syndicating, or amending the Loan Documents, and (i) Agents and each Lenders reasonable costs
and expenses (including attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a
workout, a restructuring, or an Insolvency Proceeding concerning any Borrower in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether suit is brought, or in taking
any Remedial Action concerning the Collateral.



Lender-Related Person means, with respect to any Lender, such Lender, together with such Lenders Affiliates, officers, directors, employees, attorneys, and agents.



Lien means any interest in an asset securing an obligation
owed to, or a claim by, any Person other than the owner of the asset, irrespective of whether (a) such interest is based on the common law, statute, or contract, (b) such interest is recorded or perfected, and (c) such interest is contingent upon
the occurrence of some future event or events or the existence of some future circumstance or circumstances. Without limiting the generality of the foregoing, the term Lien includes the lien or security interest arising from a mortgage,
deed of trust, encumbrance, notice of Lien, levy or assessment, pledge, hypothecation, assignment, deposit arrangement, security agreement, conditional sale or trust receipt, or from a lease, consignment, or bailment for security purposes and also
includes reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Real Property.



Liquidity means, as of any date of determination, the sum
of: (i) Qualified Cash plus (ii) Excess Availability.



Loan Account has any meaning specified therefor in Section 2.10.



Loan Documents means the Agreement, the Bank Product Agreements, the Cash Management Agreements, the Control Agreements, the Fee
Letter, the Intercompany Subordination Agreement, the Security Agreement, the Patent Security Agreement, Trademark Security Agreement, Copyright Security Agreement, any note or notes executed by a Borrower in connection with the Agreement and
payable to a member of the Lender Group, and any other agreement entered into, now or in the future, by any Borrower and the Lender Group in connection with the Agreement.



Material Adverse Change means (a) a material adverse change in the business, prospects, operations,
results of operations, assets, liabilities or condition (financial or otherwise) of Borrowers and their Subsidiaries, taken as a whole, (b) a material impairment of a Borrowers or any of its Subsidiaries ability to perform its
obligations under the Loan Documents to which it is a party or of the Lender Groups ability to enforce the Obligations or realize upon the Collateral, or (c) a material impairment of the enforceability or priority of the Agents Liens
with respect to the Collateral as a result of an action or failure to act on the part of a Borrower.



Maturity Date has the meaning specified therefor in Section 3.4.



Maximum Credit Amount means $50,000,000.



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Maximum Revolver Amount means the lesser of (i) the Maximum Credit Amount or (ii) the
product of (y) the lowest TTM Adjusted EBITDA achieved after the Closing Date, which shall be measured as of the end of each of the first two fiscal quarters ending in 2005 and monthly thereafter, multiplied by (z) 2.



Mortgages means, individually and collectively, one or
more mortgages, deeds of trust, or deeds to secure debt, executed and delivered by a Borrower in favor of Agent, in form and substance satisfactory to Agent, that encumber the Real Property Collateral.



Obligations means (a) all loans, Advances, debts,
principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), premiums, liabilities
(including all amounts charged to Borrowers Loan Account pursuant hereto), obligations (including indemnification obligations), fees (including the fees provided for in the Fee Letter), charges, costs, Lender Group Expenses (including any fees
or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), lease payments, guaranties, covenants, and duties of any kind
and description owing by Borrowers to the Lender Group pursuant to or evidenced by the Loan Documents and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or
hereafter arising, and including all interest not paid when due and all Lender Group Expenses that Borrowers are required to pay or reimburse by the Loan Documents, by law, or otherwise, and (b) all Bank Product Obligations. Any reference in the
Agreement or in the Loan Documents to the Obligations shall include all or any portion thereof and any extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding.



Originating Lender has the meaning specified therefor in
Section 13.1(e).



Overadvance has the
meaning specified therefor in Section 2.5.



Parent has the meaning specified therefor in the preamble to the Agreement.



Participant has the meaning specified therefor in Section 13.1(e).



Permitted Acquisition means a Permitted Cash Acquisition or a Permitted Non-Cash Acquisition, as the
context requires.



Permitted Capitalized Lease
Obligations means, as of any date of determination, Capitalized Lease Obligations incurred after the Closing Date not to exceed $7,250,000 in the aggregate incurred in any one fiscal year.



Permitted Cash Acquisition means any Acquisition made by
an Active Borrower as to which each of the following is applicable (a) such Acquisition does not qualify as a Permitted Non-Cash Acquisition solely because the consideration payable in respect of the proposed Acquisition includes some form of
consideration other than solely the common Stock of Parent; (b) no Indebtedness that is not permitted under Section 6.1 will be incurred as a result of such Acquisition; (c) both before and after giving effect to payment of any consideration
(other than Stock of Parent) paid in connection with such Acquisition, Borrowers would have Liquidity in excess of $20,000,000; and (d) the total consideration (other than Stock of Parent) paid, or obligations assumed, in connection with all
Permitted Cash Acquisitions consummated since the Closing Date does not exceed $20,000,000 in the aggregate.



Permitted Discretion means a determination made in the exercise of reasonable (from the perspective of a secured asset-based lender)
business judgment.



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Permitted Dispositions means (a) sales and other dispositions of Equipment that is
substantially worn, damaged, or obsolete in the ordinary course of business, (b) sales of Inventory to buyers in the ordinary course of business, (c) the use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of
this Agreement or the other Loan Documents, (d) the licensing, on a non-exclusive basis, of Intellectual Property rights in the ordinary course of business, (e) the transfer of assets by a Borrower to an Active Borrower, (f) so long as no Default or
Event of Default has occurred and is continuing or would result therefrom, dispositions of assets (other than Accounts, Intellectual Property, Inventory, or contracts for maintenance services that are revenue generating) not otherwise permitted in
clauses (a) through (e) so long as made at fair market value and the aggregate amount of all such dispositions since the Closing Date would not exceed $2,000,000.



Permitted Investments means (a) Investments in cash and Cash Equivalents, (b) Investments in negotiable
instruments for collection, (c) advances made in connection with purchases of goods or services in the ordinary course of business, (d) Investments received in settlement of amounts due to a Borrower effected in the ordinary course of business or
owing to a Borrower as a result of Insolvency Proceedings involving an Account Debtor or upon the foreclosure or enforcement of any Lien in favor of a Borrower, (e) Permitted Acquisitions, and (f) Investments relating to payments made to customers
of a Borrower in connection with a bona fide customer agreement (the Customer Rebates) and provided: (x) no Default or Event of Default has occurred and is continuing or would result from the Customer Rebates; (y) both before and after
giving effect to any Customer Rebate, Borrowers would have Liquidity in excess of $30,000,000, and (z) Customer Rebates do not exceed $10,000,000 in the aggregate.



Permitted Liens means (a) Liens held by Agent to secure the Obligations, (b) Liens for unpaid taxes,
assessments, or other governmental charges or levies that either (i) are not yet delinquent, or (ii) do not have priority over the Agents Liens and the underlying taxes, assessments, or charges or levies are the subject of Permitted Protests,
(c) judgment Liens that do not constitute an Event of Default under Section 7.7 of the Agreement, (d) Liens set forth on Schedule P-1, (e) the interests of lessors under operating leases, (f) purchase money Liens or the interests of lessors
under Capital Leases to the extent that such Liens or interests secure Permitted Purchase Money Indebtedness or Permitted Capitalized Lease Obligations, as applicable, and so long as such Lien attaches only to the asset purchased or acquired and the
proceeds thereof, (g) Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred in the ordinary course of Borrowers business and not in connection with the
borrowing of money, and which Liens either (i) are for sums not yet delinquent, or (ii) are the subject of Permitted Protests, (h) Liens on amounts deposited in connection with obtaining workers compensation or other unemployment insurance,
(i) Liens on amounts deposited in connection with the making or entering into of bids, tenders, statutory obligations, government contracts, or leases in the ordinary course of business and not in connection with the borrowing of money, (j) Liens on
amounts deposited as security for surety or appeal bonds in connection with obtaining such bonds in the ordinary course of business, and (k) with respect to any Real Property, easements, rights of way, and zoning restrictions that do not materially
interfere with or impair the use or operation thereof.



Permitted Merger means the merger of (i) an Active Borrower into an Active Borrower (ii) an Inactive Borrower into an Active Borrower, so long as (A) no other provision of this Agreement would be violated thereby, (B)
Administrative Borrower gives the Agent at least 15 days prior written notice of such merger, (C) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such merger, (D) the Agents
rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, and (E) the surviving entity of any such merger shall be an Active Borrower.



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Permitted Non-Cash Acquisition means any Acquisition made by an Active Borrower so
long as:



(a) no Default or Event of Default shall have
occurred and be continuing or would result from the consummation of the proposed Acquisition,



(b) the assets being acquired, or the Person whose Stock is being acquired, are useful in or engaged in, as applicable, the business of the Active Borrowers or a business reasonably related thereto,



(c) the consideration payable in respect of the proposed Acquisition shall be
comprised solely of common Stock of Parent,



(d) Borrowers have
provided Agent with written confirmation, supported by reasonably detailed calculations, that on a pro forma basis, created by adding the historical combined financial statements of Parent (including the combined financial statements of any
other Person or assets that were the subject of a prior Permitted Acquisition during the relevant period) and the Projections delivered to Agent pursuant to Schedule 5.3 to the historical consolidated financial statements of the Person to be
acquired (or the historical financial statements related to the assets to be acquired) and the financial projections of the Person being acquired pursuant to the proposed Acquisition (adjusted to eliminate expense items that would not have been or
would not be incurred and to include income items that would have been or would be recognized, Borrowers would have been and will continue to be in compliance with the financial covenants in Section 6.16 for the 12 months ending as of the
first fiscal quarter ended immediately prior to the proposed date of consummation of such proposed Acquisition and for the period ending on the first fiscal quarter that is at least 12 months after the proposed date of consummation of such proposed
Acquisition, together with copies of all such historical financial statements and financial projections of the Person or assets being acquired and a compliance certificate executed by Parent reflecting the relevant calculations,



(e) Borrowers have provided Agent with written notice of the proposed
Acquisition not less than 10 Business Days prior to the anticipated closing date of the subject Acquisition together with such documentation that Agent may require demonstrating that after giving effect to the subject Acquisition, Parent and its
Subsidiaries (taken as a whole) could not reasonably be expected to suffer a Material Adverse Change as a result of such proposed Acquisition,



(f) in the case of an Asset Acquisition, the subject assets are being acquired directly by an Active Borrower,



(g) in the case of a Stock Acquisition, the subject Stock is being acquired
directly by an Active Borrower,



(h) in the case of an Asset
Acquisition, the relevant Active Borrower shall have executed and delivered or authorized, as applicable, any and all security agreements, financing statements, fixture filings, and other documentation reasonably requested by Agent in order to
include the newly acquired assets within the collateral hypothecated under the Loan Documents,



(i) in the case of a Stock Acquisition, the relevant Active Borrower shall have complied with each of the provisions of Section 5.16 with respect to the Subsidiary being acquired



(j) the total consideration (to be paid solely in Stock of Parent) paid, or
obligations assumed, in connection with all Permitted Non-Cash Acquisitions consummated since the Closing Date shall not exceed $50,000,000 in the aggregate.



Permitted Protest means the right of Administrative Borrower or any Active Borrower to protest any Lien (other than any Lien that
secures the Obligations), taxes (other than payroll taxes or taxes that are the subject of a United States federal tax lien), or rental payment, provided that (a) a reserve with respect to such obligation is established on a Borrowers or any
of its Subsidiaries books and records in such amount as is



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required under GAAP, (b) any such protest is instituted promptly and prosecuted diligently by Administrative Borrower or any of its Subsidiaries, as
applicable, in good faith, and (c) Agent is satisfied that, while any such protest is pending, there will be no impairment of the enforceability, validity, or priority of any of the Agents Liens.



Permitted Purchase Money Indebtedness means, as of any
date of determination, Purchase Money Indebtedness incurred after the Closing Date in an aggregate principal amount outstanding at any one time not in excess of $5,000,000.



Person means natural persons, corporations, limited liability companies, limited partnerships, general
partnerships, limited liability partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments and agencies and political subdivisions thereof.



Projected Recurring Revenues, means, as of any date of
determination, the projected Recurring Revenues of Borrowers for the most recently completed 12 month period (which period may include the date of measurement), as set forth in the Closing Date Business Plan. If, as of any date of determination,
Recurring Revenues are projected to decrease permanently as a result of the sale, winding up, or liquidation of any Borrowers line of business that is permitted under the Agreement, then the Lender Group shall endeavor to adjust the Recurring
Revenues projections set forth in the Closing Date Business Plan downwards, subject to the following: (i) no Default or Event of Default shall then exist or would result therefrom and (ii) Agent shall have received a new business plan reflecting the
revised Recurring Revenues projections in form and substance satisfactory to Agent in its sole discretion. The amount of any such adjustment shall be determined by Required Lenders (in their Permitted Discretion), with reference to such revised
projections, and any such adjustment shall take effect no earlier than 3 days following Agents receipt of such revised projections.



Projections means Parents forecasted (a) balance sheets, (b) profit and loss statements, and (c) cash flow statements, all
prepared on a basis consistent with Parents historical financial statements, together with appropriate supporting details and a statement of underlying assumptions.



Pro Rata Share means, as of any date of determination:



(a) with respect to a Lenders obligation to make Advances and right to
receive payments of principal, interest, fees, costs, and expenses with respect thereto, (i) prior to the Revolver Commitments being terminated or reduced to zero, the percentage obtained by dividing (y) such Lenders Revolver Commitment, by
(z) the aggregate Revolver Commitments of all Lenders, and (ii) from and after the time that the Revolver Commitments have been terminated or reduced to zero, the percentage obtained by dividing (y) the aggregate outstanding principal amount of such
Lenders Advances by (z) the aggregate outstanding principal amount of all Advances, and



(b) with respect to all other matters as to a particular Lender (including the indemnification obligations arising under Section 15.7), the percentage obtained by dividing (i) such Lenders Revolver
Commitment by (ii) the aggregate amount of Revolver Commitments of all Lenders; provided, however, that in the event the Revolver Commitments have been terminated or reduced to zero, Pro Rata Share under this clause shall be the
percentage obtained by dividing (A) the outstanding principal amount of such Lenders Advances.



Purchase Money Indebtedness means Indebtedness (other than the Obligations, but excluding Capitalized Lease Obligations), incurred at
the time of, or within 20 days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof.



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Qualified Cash means, as of any date of determination, the amount of unrestricted cash
and Cash Equivalents of the Active Borrowers that is in Deposit Accounts or in Securities Accounts, or any combination thereof, and which such Deposit Account or Securities Account is maintained by a branch office of the bank or securities
intermediary located within the United States and is, on and after January 21, 2005, the subject of a Control Agreement.



Real Property means any estates or interests in real property now owned or hereafter acquired by any Borrower and the improvements
thereto.



Real Property Collateral means the
Real Property identified on Schedule R-1 and any Real Property hereafter acquired by a Borrower.



Record means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable
in perceivable form.



Recurring Maintenance
Revenues means, with respect to any period, the revenue of Active Borrowers for such period that is derived from providing software maintenance services to their customers pursuant to written software maintenance contracts (acceptable to
Agent), all as reflected on a report prepared in accordance with Active Borrowers historic practices and which report is to be otherwise satisfactory to Agent.



Recurring Revenues means, with respect to any period, the revenue of Active Borrowers for such period
that is derived from providing software hosting, business process outsourcing, IT outsourcing, and software maintenance services to their customers pursuant to written contracts (acceptable to Agent), all as reflected on a report prepared in
accordance with Active Borrowers historic practices and which report is to be otherwise satisfactory to Agent.



Remedial Action means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way
address Hazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or
outdoor environment, (c) restore or reclaim natural resources or the environment, (d) perform any pre-remedial studies, investigations, or post-remedial operation and maintenance activities, or (e) conduct any other actions with respect to Hazardous
Materials authorized by Environmental Laws.



Replacement Lender has the meaning specified therefor in Section 14.2(a).



Report has the meaning specified therefor in Section 15.17.



Required Availability means that the sum of (a) Excess Availability, plus (b) Qualified Cash exceeds
$30,000,000.



Required Lenders means, at any
time, Lenders whose aggregate Pro Rata Shares (calculated under clause (b) of the definition of Pro Rata Shares) equal or exceed 50.1%



Revolver Commitment means, with respect to each Lender, its Revolver Commitment, and, with respect to all Lenders, their Revolver
Commitments, in each case as such Dollar amounts are set forth beside such Lenders name under the applicable heading on Schedule C-1 or in the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder, as such
amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1.



Revolver Usage means, as of any date of determination, the amount of outstanding Advances.



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SEC means the United States Securities and Exchange Commission and any successor
thereto.



Securities Account means a
securities account (as that term is defined in the Code).



Security Agreement means a security agreement, in form and substance satisfactory to Agent, executed and delivered by Borrower to Agent.



Settlement has the meaning specified therefor in Section 2.3(e)(i).



Settlement Date has the meaning specified therefor in
Section 2.3(e)(i).



Share Repurchases
means a transaction or series of transactions whereby Parent repurchases Stock of Parent, (i) from IMS Health Incorporated (the IMS Share Repurchase), so long as: (1) the aggregate amount of consideration paid for the IMS
Repurchase does not to exceed $82,000,000, (2) at least $40,500,000 of the cash to be used towards the repurchase of Parents shares held by IMS Health shall have been provided by ValueAct; (3) the aggregate amount of cash consideration paid by
Parent from its own funds does not exceed $40,500,000, (4) Parent delivers at least 6,000,000 of its shares to ValueAct immediately after the consummation of the IMS Share Repurchase, and (5) no Default or Event of Default shall have occurred and be
continuing or would result from IMS Repurchase; or (ii) pursuant to Parents Stock repurchase plan approved by the Board of Directors (the Plan Share Repurchases), as long as: (w) no Plan Share Repurchases are made during the
2005 calendar year, (x) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to a Plan Share Repurchase, (y) both before and after giving effect to any Plan Share Repurchase, Borrowers would have
Liquidity in excess of $30,000,000 and (z) the aggregate amount of consideration paid for such Plan Share Repurchases shall not exceed $5,000,000; and (iii) pursuant to repurchase rights exercisable in connection with the termination of service of
any service provider to any Borrower (the Other Share Repurchases), provided: (y) no Default or Event of Default shall have occurred and be continuing or would result from any Other Share Repurchase and (z) the aggregate amount of
consideration paid for such Other Share Repurchase shall not exceed $500,000 in any one fiscal year.



Solvent means, with respect to any Person on a particular date, that, at fair valuations, the sum of such Persons assets is
greater than all of such Persons debts.



Source
Code Escrow Agreement means a source code escrow agreement with respect to each version of each item of Software of Borrowers constituting the Required Library, in form and substance satisfactory to Agent, entered into, by and among,
Borrowers, Agent, and an escrow agent satisfactory to Agent.



Stock means all shares, options, warrants, interests, participations, or other equivalents (regardless of how designated) of or in a Person, whether voting or nonvoting, including common stock, preferred stock, or any
other equity security (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).



Subsidiary of a Person means a corporation, partnership, limited liability company, or other entity in which that Person directly or
indirectly owns or controls the shares of Stock having ordinary voting power to elect a majority of the board of directors (or appoint other comparable managers) of such corporation, partnership, limited liability company, or other entity.



Swing Lender means WFF or any other Lender
that, at the request of Administrative Borrower and with the consent of Agent agrees, in such Lenders sole discretion, to become the Swing Lender under Section 2.3(d).



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Swing Loan has the meaning specified therefor in Section 2.3(d)(i).



Taxes has the meaning specified therefor in Section
15.11.



Total Commitment means, with
respect to each Lender, its Total Commitment, and, with respect to all Lenders, their Total Commitments, in each case as such Dollar amounts are set forth beside such Lenders name under the applicable heading on Schedule C-1 attached
hereto or on the signature page of the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of
Section 13.1.



TTM Adjusted EBITDA
means, as of any date of determination, Adjusted EBITDA for the most recently completed 12 month period (which period may include the date of measurement).



TTM Recurring Revenues means, as of any date of determination, the actual Recurring Revenues for the most recently completed 12 month
period (which period may include the date of measurement), as set forth in the relevant Recurring Revenues Certificates for such period.



United States means the United States of America.



ValueAct means VA Partners, LLC.



ValueAct Purchases means that certain agreement between Parent and ValueAct dated December 5, 2004, as
amended, pursuant to which ValueAct will fund to Parent an amount of money equal to the purchase price to be paid for shares of the Parents common stock to be issued to ValueAct on the date of such funding.



Voidable Transfer has the meaning specified therefor in
Section 16.6.



Wells Fargo means
Wells Fargo Bank, National Association, a national banking association.



WFF means Wells Fargo Foothill, Inc., a California corporation.



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