NINTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.3

Execution Version

NINTH AMENDMENT TO CREDIT AGREEMENT, dated as of May 10, 2021 (the “Ninth Amendment”), among ON SEMICONDUCTOR CORPORATION, a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party hereto, DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”), DBNY, as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) under the Credit Agreement referred to below and certain Lenders party hereto constituting the Required Lenders (with capitalized terms used, but not defined, in this paragraph and the recitals below to be defined as provided in Section 1 below).

R E C I T A L S

WHEREAS, the Borrower, the Administrative Agent, the Collateral Agent, the lenders from time to time party thereto (the “Lenders”) and various other parties have previously entered into that certain Credit Agreement, dated as of April 15, 2016, as amended by that certain First Amendment to Credit Agreement, dated as of September 30, 2016, that certain Second Amendment to Credit Agreement, dated as of March 31, 2017, that certain Third Amendment to Credit Agreement, dated as of November 30, 2017, that certain Fourth Amendment to Credit Agreement, dated as of May 31, 2018, that certain Fifth Amendment to Credit Agreement, dated as of June 12, 2019, that certain Sixth Amendment to Credit Agreement, dated as of August 15, 2019, that certain Seventh Amendment to Credit Agreement, dated as of September 19, 2019 and that certain Eighth Amendment to Credit Agreement, dated as of June 23, 2020 (as so amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”);

WHEREAS, in accordance with Section 11.1 of the Credit Agreement, the Borrower has requested, and the Administrative Agent, the Collateral Agent, the Required Lenders have agreed, to amend and/or waive, as applicable, certain provisions of the Credit Agreement on the terms and subject to the conditions set forth herein.

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

SECTION 1. Defined Terms; Rules of Construction. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement or, if not defined therein, the Credit Agreement as amended hereby. The rules of construction specified in Section 1.2 of the Credit Agreement shall apply to this Ninth Amendment, including the terms defined in the preamble and recitals hereto.

SECTION 2. Amendments to the Credit Agreement. Effective as of the Ninth Amendment Effective Date, and subject to the terms and conditions set forth herein, the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the

double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the amended Credit Agreement attached hereto as Annex A.

SECTION 3. Representations and Warranties. To induce the other parties hereto to enter into this Ninth Amendment, the Borrower hereby represents and warrants to each other party hereto that, as of the Ninth Amendment Effective Date (as defined below): (i) the Ninth Amendment has been duly authorized, executed and delivered by it and each of this Ninth Amendment and the Credit Agreement (as amended hereby on the Ninth Amendment Effective Date) constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); (ii) after giving effect to this Ninth Amendment and the transactions contemplated by this Ninth Amendment, no Default or Event of Default has occurred and is continuing; (iii) the execution, delivery and performance of this Ninth Amendment and the performance of the Credit Agreement (as amended hereby on the Ninth Amendment Effective Date) shall not (a) violate its Organizational Document, (b) violate any Requirement of Law, Governmental Authorization or any Contractual Obligation of the Borrower or any Restricted Subsidiary (including, without limitation, the Convertible Notes Indentures and, in each case any Permitted Refinancings thereof) and (c) will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to its Organizational Documents, any Requirement of Law or any such Contractual Obligation (including, without limitation, the Convertible Notes Indentures and, in each case, any Permitted Refinancings thereof) (other than the Liens created by the Security Documents and the Liens permitted by Section 8.3 of the Credit Agreement), except for any violation set forth in clauses (b) or (c) which could not reasonably be expected to have a Material Adverse Effect.

SECTION 4. Conditions of Effectiveness of this Ninth Amendment. This Ninth Amendment shall become effective as of the first date (the “Ninth Amendment Effective Date”) when each of the conditions set forth in this Section 4 shall have been satisfied (which, in the case of clause (ii), below, may be substantially concurrent with the satisfaction of the condition specified in clause (i) below):

(i)The Administrative Agent and the Ninth Amendment Lead Arranger shall have received duly executed counterparts hereof that, when taken together, bear the signatures of the Borrower, each of the other Loan Parties, the Required Lenders and the Administrative Agent and the Collateral Agent.

(ii)The Borrower shall have paid all costs, fees and other amounts due and payable to the Agents and the Lenders, including (A) to the extent invoiced, reimbursement or payment of reasonable and documented out-of-pocket expenses in connection with this Ninth Amendment and (B) any other reasonable and documented out-of-pocket expenses of the Agents, including the reasonable and

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documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent and the Ninth Amendment Lead Arranger, in each case as required to be paid or reimbursed pursuant to the Credit Agreement.

(iii)On the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment, (A) no Default or Event of Default shall have occurred and be continuing or would result from the transactions contemplated on the Ninth Amendment Effective Date and (B) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the Ninth Amendment Effective Date (except to (I) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on and as of such specific date and (II) representations and warranties qualified by materiality shall be true and correct in all respects).

(iv)The Administrative Agent and the Ninth Amendment Lead Arranger shall have received from the Borrower a certificate executed by a Responsible Officer of the Borrower, certifying compliance with the requirements of the immediately preceding clause (iii).

(v)The Administrative Agent and the Ninth Amendment Lead Arranger shall have received the legal opinion, dated the Ninth Amendment Effective Date, of Xxxxxxxx & Xxxxxxxx LLP, counsel to the Borrower, in each case reasonably acceptable to each of the Administrative Agent and the Ninth Amendment Lead Arranger.

(vi)The Administrative Agent and the Ninth Amendment Lead Arranger shall have received (x) a solvency certificate substantially in the form of Exhibit I-2 to the Credit Agreement, executed as of the Ninth Amendment Effective Date by the chief financial officer of the Borrower and (y) a certificate of each Loan Party, dated as of the Ninth Amendment Effective Date, substantially in the form of Exhibit F-2 to the Credit Agreement, with appropriate insertions and attachments including the certificate of incorporation of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party (or a certification from the applicable Loan Party that there has been no change to such organizational documents since June 23, 2020 (or, with respect to Quantenna, Inc. and ON Management, Inc., since August 14, 2020)), good standings from the applicable secretary of state of organization of each Loan Party, a certificate of resolutions or other action, incumbency certificates of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Ninth Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party on the Ninth Amendment Effective Date.

SECTION 5. Effect of Amendment. Except as expressly set forth in this Ninth Amendment or in the Credit Agreement, this Ninth Amendment shall not by

-3-

implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Without limiting the generality of the foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case, as amended by this Ninth Amendment. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

(b)On and after the Ninth Amendment Effective Date, each reference in (i) the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Credit Agreement as modified by this Ninth Amendment. This Ninth Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

(c)This Ninth Amendment, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof.

(d)This Ninth Amendment may not be amended, modified or waived except in accordance with Section 11.1 of the Credit Agreement.

SECTION 6. Costs and Expenses. The Borrower hereby agrees to reimburse the Administrative Agent and the Ninth Amendment Lead Arranger for reasonable and documented out-of-pocket expenses in connection with this Ninth Amendment, including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent and the Ninth Amendment Lead Arranger, in each case, as required to be reimbursed pursuant to the Credit Agreement.

SECTION 7. Reaffirmation. By executing and delivering a counterpart hereof, (i) each of the Borrower and the Subsidiary Guarantors party hereto hereby agrees that all Loans incurred by the Borrower shall be guaranteed pursuant to the Guarantee and Collateral Agreement in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof and (ii) each of the Borrower and the Subsidiary Guarantors party hereto hereby (A) agrees that, notwithstanding the effectiveness of this Ninth Amendment, after giving effect to this Ninth Amendment, the Security Documents continue to be in full force and effect, (B) agrees that all of the Liens and security interests created and arising under each Security Document remain in full force and effect

-4-

on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and under its guarantees in the Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Ninth Amendment) and (C) affirms and confirms all of its obligations, liabilities and indebtedness under the Credit Agreement and each other Loan Document, in each case after giving effect to this Ninth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents to secure such Obligations, all as provided in the Security Documents, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Ninth Amendment).

SECTION 8. GOVERNING LAW. THIS NINTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS NINTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 9. Counterparts. This Ninth Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic transmission (including in “.pdf” or “.tif” format) of an executed counterpart of a signature page to this Ninth Amendment shall be effective as delivery of an original executed counterpart of this Ninth Amendment. The words “execution,” “signed,” “signature,” and words of like import shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 10. Headings. Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Ninth Amendment.

SECTION 11. Severability. Section 11.9 of the Credit Agreement is hereby incorporated by reference into this Ninth Amendment and shall apply to this Ninth Amendment, mutatis mutandis.

[Remainder of page intentionally blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Ninth Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.

ON SEMICONDUCTOR CORPORATION, as Borrower

By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Executive Vice President, General Counsel, Chief Compliance Officer, Chief Risk Officer and Secretary

SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, a Delaware limited liability company

By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Executive Vice President and Secretary

APTINA, LLC, a Delaware limited liability company

By: /s/ Xxxxxx Xxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxx
Title: Senior Vice President and Assistant Secretary

XXXXXXXXX SEMICONDUCTOR INTERNATIONAL, INC., a Delaware corporation

By: /s/ Xxxxxx Xxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxx
Title: Senior Vice President and Assistant Secretary

XXXXXXXXX SEMICONDUCTOR CORPORATION, a Delaware corporation

Signature Page to ON Semi Ninth Amendment (2021)

By: /s/ Xxxxxx Xxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxx
Title: Senior Vice President and Assistant Secretary

XXXXXXXXX SEMICONDUCTOR CORPORATION OF CALIFORNIA, a Delaware corporation

By: /s/ Xxxxxx Xxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxx
Title: Senior Vice President and Assistant Secretary

GIANT HOLDINGS, INC., a Delaware corporation

By: /s/ Xxxxxx Xxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxx
Title: Senior Vice President and Assistant Secretary

SILICON PATENT HOLDINGS, a California corporation

By: /s/ Xxxxxx Xxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxx
Title: Senior Vice President and Assistant Secretary

Signature Page to ON Semi Ninth Amendment (2021)

GIANT SEMICONDUCTOR CORPORATION, a North Carolina corporation

By: /s/ Xxxxxx Xxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxx
Title: Senior Vice President and Assistant Secretary

MICRO-OHM CORPORATION, a North Carolina corporation

By: /s/ Xxxxxx Xxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxx
Title: Senior Vice President and Assistant Secretary

XXXXXXXXX ENERGY, LLC, a Maine corporation

By: /s/ Xxxxxx Xxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxx
Title: Senior Vice President and Assistant Secretary

ON SEMICONDUCTOR CONNECTIVITY SOLUTIONS, INC., a Delaware corporation

By: /s/ Xxxxxx Xxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxx
Title: Senior Vice President and Assistant Secretary

Signature Page to ON Semi Ninth Amendment (2021)

ON MANAGEMENT, INC., a Delaware corporation

By: /s/ Xxxxxx Xxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxx
Title: Senior Vice President and Assistant Secretary

QUANTENNA, INC., a Delaware corporation

By: /s/ Xxxxxx Xxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxx
Title: Senior Vice President and Assistant Secretary

Signature Page to ON Semi Ninth Amendment (2021)


DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent and a Lender

By:    /s/ Xxxxxxx Xxxxxxx
Name:    Xxxxxxx Xxxxxxx
Title:     Vice President

xxxxxxx-x.xxxxxxx@xx.xxx

000-000-0000

By:    /s/ Xxxxxx Xxxxxxxx
Name:    Xxxxxx Xxxxxxxx
Title:     Vice President

xxxxxx.xxxxxxxx@xx.xxx

000-000-0000

Signature Page to ON Semi Ninth Amendment (2021)

NAME OF INSTITUTION:

BBVA USA,
as a Lender

By: /s/ Xxxxxx Cruces

Name: Xxxxxx Cruces

Title: Managing Director

Signature Page to ON Semi Ninth Amendment (2021)

NAME OF INSTITUTION:

JPMorgan Chase Bank, N.A.,
as a Lender

By: /s/ Xxxxxxx Xxx

Name: Xxxxxxx Xxx

Title: Executive Director

Signature Page to ON Semi Ninth Amendment (2021)

NAME OF INSTITUTION:

BARCLAYS BANK PLC,
as a Lender

By: /s/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title: Vice President

Signature Page to ON Semi Ninth Amendment (2021)

NAME OF INSTITUTION:

BANK OF AMERICA, N.A.,
as a Lender

By: /s/ Erhlich Bautista

Name: Erhlich Bautista

Title: Vice President

Signature Page to ON Semi Ninth Amendment (2021)

NAME OF INSTITUTION:

Sumitomo Mitsui Banking Corporation,
as a Lender

By: /s/ Xxxxxxx Xxxxxxx

Name: Xxxxxxx Xxxxxxx

Title: Managing Director

Signature Page to ON Semi Ninth Amendment (2021)

NAME OF INSTITUTION:

BMO XXXXXX BANK N.A.,
as a Lender

By: /s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Director

Signature Page to ON Semi Ninth Amendment (2021)

NAME OF INSTITUTION:

CITIBANK, N.A.,
as a Lender

By: /s/ Xxxxx Xxxxxxxxx

Name: Xxxxx Xxxxxxxxx

Title: Vice President & Managing Director

Signature Page to ON Semi Ninth Amendment (2021)

NAME OF INSTITUTION:

MUFG Bank, Ltd.,
as a Lender

By: /s/ Xxxxxxx Xxxxxxx

Name: Xxxxxxx Xxxxxxx

Title: Director

Signature Page to ON Semi Ninth Amendment (2021)

NAME OF INSTITUTION:

KBC Bank N.V., New York Branch,
as a Lender

By: /s/ Xxxxxxxx Xxxxx

Name: Xxxxxxxx Xxxxx

Title: Director

For Institutions requiring a second signature line:

By: /s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Managing Director

Signature Page to ON Semi Ninth Amendment (2021)

NAME OF INSTITUTION:

XXXXXX XXXXXXX SENIOR FUNDING, INC.,
as a Lender

By: /s/ Gilroy X’Xxxxx

Name: Gilroy X’Xxxxx

Title: Vice President

Signature Page to ON Semi Ninth Amendment (2021)

NAME OF INSTITUTION:

HSBC Bank USA, N.A.,
as a Lender

By: /s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Director

Signature Page to ON Semi Ninth Amendment (2021)

NAME OF INSTITUTION:

BOKF, NA dba BOK Financial,
as a Lender

By: /s/ Xxxxxxxxx X. Xxxxxxxx

Name: Xxxxxxxxx X. Xxxxxxxx

Title: Senior Vice President

Signature Page to ON Semi Ninth Amendment (2021)

ANNEX A

Conformed for the Ninth Amendment as

in effect on the Ninth Amendment Effective Date

CREDIT AGREEMENT

among

ON SEMICONDUCTOR CORPORATION,
as Borrower

The Several Lenders
from Time to Time Parties Hereto

and

DEUTSCHE BANK AG NEW YORK BRANCH,
as Administrative Agent and Collateral Agent

Dated as of April 15, 2016, as amended by that certain First Amendment to Credit Agreement, dated as of September 30, 2016, as further amended by that certain Second Amendment to Credit Agreement, dated as of March 31, 2017, as further amended by that certain Third Amendment to Credit Agreement, dated as of November 30, 2017, as further amended by that certain Fourth Amendment to Credit Agreement, dated as of May 31, 2018, as further amended by that certain Fifth Amendment to Credit Agreement, dated as of June 12, 2019, as further amended by that certain Sixth Amendment to Credit Agreement, dated as of August 15, 2019, as further amended by that certain Seventh Amendment to Credit Agreement, dated as of September 19, 2019, as further amended by that certain Eighth Amendment to Credit Agreement, dated as of June 23, 2020 and as further amended by that certain Ninth Amendment to Credit Agreement, dated as of May 10, 2021

DEUTSCHE BANK SECURITIES INC., XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, BMO CAPITAL MARKETS CORP., HSBC SECURITIES (USA) INC. and
SUMITOMO MITSUI BANKING CORPORATION,
as Joint Lead Arrangers and Joint Bookrunners,
BARCLAYS BANK PLC, COMPASS BANK, MUFG BANK, LTD., XXXXXX XXXXXXX SENIOR FUNDING, INC., BOKF, NA and KBC BANK N.V.,
as Co-Managers
and
HSBC BANK USA, N.A. and SUMITOMO MITSUI BANKING CORPORATION,
as Co-Documentation Agents;
with respect to the 2018 Replacement Term B-3 Loans,
DEUTSCHE BANK SECURITIES INC., XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, HSBC SECURITIES (USA) INC., SUMITOMO MITSUI BANKING CORPORATION, BMO CAPITAL MARKETS CORP. and MUFG BANK, LTD.,
as Joint Lead Arrangers and Joint Bookrunners
and
COMPASS BANK, BARCLAYS BANK PLC, BOKF, NA, XXXXXX XXXXXXX SENIOR FUNDING, INC., KBC BANK N.V., NEW YORK BRANCH and JPMORGAN CHASE BANK, N.A.
as Co-Managers

with respect to the 2019 Replacement Term B-4 Loans,
JPMORGAN CHASE BANK, N.A., DEUTSCHE BANK SECURITIES INC., BANK OF AMERICA, N.A., BMO CAPITAL MARKETS CORP., HSBC SECURITIES (USA) INC., SUMITOMO MITSUI BANKING CORPORATION, MUFG BANK, LTD., BBVA SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC.,
as Joint Lead Arrangers and Joint Bookrunners
and
BARCLAYS BANK PLC, XXXXXX XXXXXXX SENIOR FUNDING, INC., BOKF, NA and KBC BANK N.V., NEW YORK BRANCH,
as Co-Managers


			3

Table of Contents

Page


SECTION 1. DEFINITIONS			7
1.1 Defined Terms			7
1.2 Other Definitional Provisions			60
1.3 Determination of Dollar Amounts			61
1.4 Pro Forma Calculations			61
1.5 Currency Equivalents Generally			64
1.6 Schedules			64
1.7 Divisions..			65
SECTION 2. AMOUNT AND TERMS OF TERM COMMITMENTS			65
2.1 Term Commitments			65
2.2 Procedure for Term Loan Borrowings			67
2.3 Repayment of Term Loans			68
2.4 Incremental Term Loans			68
2.5 Incremental Equivalent Debt			71
2.6 Extensions of Loans			71
2.7 Fees			72
SECTION 3. AMOUNT AND TERMS OF REVOLVING COMMITMENTS			73
3.1 Revolving Commitments			73
3.2 Procedure for Revolving Loan Borrowing			73
3.3 Fees			74
3.4 Termination or Reduction of Revolving Commitments			74
3.5 L/C Commitment			74
3.6 Procedure for Issuance, Amendment, Renewal, Extension of Letters of Credit; Certain Conditions			75
3.7 Fees and Other Charges; Role of Issuing Lender; Applicability of ISP and UCP			76
3.8 L/C Participations			77
3.9 Reimbursement Obligation of the Borrower			78
3.10 Obligations Absolute			79
3.11 Letter of Credit Payments			79
3.12 Applications; Issuer Documents			80
3.13 Interim Interest			80
3.14 Replacement of Issuing Lender			80
3.15 Defaulting Lenders			80
3.16 Incremental Revolving Commitments			83
SECTION 4. GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT			85
4.1 Optional Prepayments			85
4.2 Mandatory Prepayments			86
4.3 Conversion and Continuation Options			88
4.4 Limitations on Eurocurrency Tranches			89
4.5 Interest Rates and Payment Dates			89


			(i)


4.6 Computation of Interest and Fees; Failure to Satisfy Conditions Precedent; Obligations of Lenders Several			93
4.7 Inability to Determine Interest Rate			93
4.8 Pro Rata Treatment; Application of Payments; Payments			95
4.9 Requirements of Law			97
4.10 Taxes			98
4.11 Indemnity			101
4.12 Change of Lending Office			102
4.13 Replacement of Lenders			102
4.14 Evidence of Debt			103
4.15 Illegality			103
SECTION 5. REPRESENTATIONS AND WARRANTIES			103
5.1 Financial Condition			104
5.2 No Change			105
5.3 Corporate Existence; Compliance with Law			105
5.4 Power; Authorization; Enforceable Obligations			105
5.5 No Legal Bar			106
5.6 Litigation			106
5.7 No Default			106
5.8 Ownership of Property; Liens			106
5.9 Intellectual Property			106
5.10 Taxes			107
5.11 Federal Regulations			107
5.12 Labor Matters			107
5.13 ERISA			107
5.14 Investment Company Act; Other Regulations			107
5.15 Subsidiaries			107
5.16 Use of Proceeds			107
5.17 Environmental Matters			109
5.18 Accuracy of Information, etc.			109
5.19 Security Documents			109
5.20 Solvency			110
5.21 Senior Indebtedness			111
5.22 Anti-Terrorism Laws			111
5.23 Anti-Corruption Laws; Sanctions			111
5.24 EEA Financial Institution			112
5.25 Insurance			112
SECTION 6. CONDITIONS PRECEDENT			112
6.1 Conditions to Initial Extension of Credit on the Closing Date			112
6.2 Conditions to Release from Escrow and Extensions of Credit on the Acquisition Effective Date			114


			(ii)


6.3 Conditions to Each Extension of Credit After the Acquisition Effective Date			117
SECTION 7. AFFIRMATIVE COVENANTS			117
7.1 Financial Statements			117
7.2 Certificates; Other Information			118
7.3 Payment of Taxes			119
7.4 Maintenance of Existence; Compliance			120
7.5 Maintenance of Property; Insurance			120
7.6 Inspection of Property; Books and Records; Discussions			120
7.7 Notices			120
7.8 Environmental Laws			121
7.9 Collateral; Post-Closing Obligations			121
7.10 Further Assurances			125
7.11 Rated Credit Facility; Corporate Ratings			125
7.12 Use of Proceeds			125
7.13 [Reserved]			125
7.14 Anti-Corruption Laws, Anti-Terrorism Laws and Sanctions			125
SECTION 8. NEGATIVE COVENANTS			125
8.1 Maximum Consolidated Total Net Leverage Ratio..			125
8.2 Indebtedness			125
8.3 Liens			128
8.4 Fundamental Changes			131
8.5 Disposition of Property			131
8.6 Restricted Payments			133
8.7 Investments			135
8.8 Optional Payments and Modifications of Certain Debt Instruments			138
8.9 Transactions with Affiliates			139
8.10 Sales and Leasebacks			139
8.11 Hedge Agreements			139
8.12 Changes in Fiscal Periods; Accounting Changes			139
8.13 Negative Pledge Clauses			140
8.14 Clauses Restricting Subsidiary Distributions			140
8.15 Line of Business			141
8.16 Designation of Subsidiaries			141
SECTION 9. EVENTS OF DEFAULT			142
9.1 Events of Default Prior to the Acquisition Effective Date			142
9.2 Events of Default From and After the Acquisition Effective Date			143
9.3 Remedies			145
SECTION 10. THE AGENTS			146
10.1 Appointment			146
10.2 Delegation of Duties			147
10.3 Exculpatory Provisions			147


			(iii)


10.4 Reliance by Administrative Agent			148
10.5 Notice of Default			148
10.6 Non-Reliance on Agents and Other Lenders			148
10.7 Indemnification			149
10.8 Agent in Its Individual Capacity			149
10.9 Successor Administrative Agent; Resignation of Issuing Lender			149
10.10 Agents Generally			150
10.11 Lender Action			150
10.12 Withholding Taxes			150
10.13 Administrative Agent May File Proofs of Claim; Credit Bidding			151
SECTION 11. MISCELLANEOUS			152
11.1 Amendments and Waivers			152
11.2 Notices			156
11.3 No Waiver; Cumulative Remedies			158
11.4 Survival of Representations and Warranties			158
11.5 Payment of Expenses and Taxes			158
11.6 Successors and Assigns; Participations and Assignments			159
11.7 Sharing of Payments; Set-off			165
11.8 Counterparts			166
11.9 Severability			166
11.10 Integration			166
11.11 GOVERNING LAW			166
11.12 Submission To Jurisdiction; Waivers			166
11.13 Acknowledgments			166
11.14 Releases of Guarantees and Liens			167
11.15 Confidentiality			167
11.16 WAIVERS OF JURY TRIAL			168
11.17 Patriot Act Notice			168
11.18 Acknowledgement and Consent to Bail-In of Affected Financial Institutions			168
11.19 Judgment Currency			169
11.20 Intercreditor Agreements			169
11.21 Acknowledgment Regarding Any Supported QFCs.			169
SECTION 12. Applicability of Covenants; Enforcement			170

SCHEDULES:

1.1 Commitments

EXHIBITS:

A Form of Assignment and Assumption

B Form of Compliance Certificate


			(iv)

B-1 Form of Committed Loan Notice

C Form of Guarantee and Xxxxxxxxxx Xxxxxxxxx

X-0, X-0, X-0
and D-4 Forms of U.S. Tax Compliance Certificates

E-1 Form of Term Note

E-2 Form of Revolving Note

F-1 Form of Closing Date Closing Certificate

F-2 Form of Acquisition Effective Date Closing Certificate

G [Reserved]

H Form of Intercompany Note

I-1 Form of Closing Date Solvency Certificate

I-2 Form of Acquisition Effective Date Solvency Certificate

J Form of Auction Procedures


			(v)

This CREDIT AGREEMENT (this “Agreement”), dated as of April 15, 2016, as amended as of the First Amendment Effective Date, as further amended as of the Second Amendment Effective Date, as further amended as of the Third Amendment Effective Date, as further amended as of the Fourth Amendment Effective Date, as further amended as of the Subsequent Fifth Amendment Effective Date, as further amended as of the Sixth Amendment Effective Date and as further amended as of the Initial Seventh Amendment Effective Date among ON Semiconductor Corporation, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), Deutsche Bank AG, New York Branch (“DBNY”), as administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”), DBNY, as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) and DBNY and Bank of America, N.A. (“BoA”), as Issuing Lenders.

WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of November 18, 2015 (together with all exhibits, schedules and disclosure letters thereto, collectively, and as amended, modified or supplemented in a manner consistent with Section 6.2(a), the “Acquisition Agreement”), among the Borrower, Falcon Operations Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Borrower (“MergerCo”), and Xxxxxxxxx Semiconductor International, Inc., a Delaware corporation (the “Target” and, together with its Subsidiaries, the “Acquired Business”), the Borrower will acquire (the “Acquisition”), directly or indirectly, 100% of the common stock of the Target on the Acquisition Effective Date and, upon the consummation of the Acquisition, MergerCo will be merged with and into the Target, with the Target surviving as a wholly-owned subsidiary of the Borrower;

WHEREAS, in connection with the Acquisition, the Borrower will provide consideration to the holders of the capital stock of the Target consisting of cash (such consideration, the “Acquisition Consideration”) in accordance with, and subject to the terms of, the Acquisition Agreement;

WHEREAS, the Borrower, the several banks and other financial institutions party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent were parties to the Amended and Restated Credit Agreement, dated as of October 10, 2013 and amended pursuant to Amendment No. 1, dated as of May 1, 2015, Amendment No. 2, dated as of June 1, 2015 and the Consent Memorandum, dated as of April 11, 2016 (such agreement as so amended and as may be further amended, modified or otherwise supplemented from time to time, the “Existing Credit Agreement”);

WHEREAS, the Borrower has requested that the Lenders provide new credit facilities which will be used to fund in part the Acquisition Consideration, to repay the Existing Credit Agreement and all other existing indebtedness of the Borrower, other than Permitted Surviving Indebtedness (the “Refinancing”), to pay fees, costs and expenses incurred in connection with the Transactions (such fees and expenses, “Transaction Costs”) and to provide general working capital, capital expenditures and other general corporate purposes of the Borrower and its Restricted Subsidiaries, and the Lenders have agreed to provide such facilities on the terms and subject to the conditions set forth herein;

WHEREAS, the Agents, the Borrower and the Lenders have agreed that the proceeds of the Closing Date Term Loans will be held in one or more escrow accounts and the escrow accounts and the property credited to such escrow accounts will be pledged to the Collateral Agent for the benefit of the Secured Parties and that such proceeds shall be released on the Acquisition Effective Date pursuant to the Escrow Agreement;

NOW THEREFORE, in consideration of the premises and the agreements, provisions and covenants contained herein, the parties hereto agree as follows:

SECTION 1.DEFINITIONS

1.1Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1.

1“2016 Converted Replacement Term Loans”: the Term Loans resulting from the 2016 Replacement Term Loan Conversion.

2“2016 Converting Replacement Term Loan Lender”: as of the Initial First Amendment Effective Date, each Term Lender that has executed and delivered (as a “2016 Converting Replacement Term Loan Lender”) a counterpart of the First Amendment, together with a Lender Election Form, to the Administrative Agent in accordance with the terms thereof.

3“2016 Eurodollar Borrowing”: has the meaning assigned to such term in Section 4.5(g).

4“2016 Incremental Term Loan Commitment”: with respect to each 2016 Incremental Term Loan Lender, the commitment of such 2016 Incremental Term Loan Lender to make 2016 Incremental Term Loans pursuant to Section 2.1(b) as set forth on Schedule 1 to the Second Amendment, as the same may be reduced from time to time pursuant to Section 2.1(b).

5“2016 Incremental Term Loan Conversion”: as defined in the First Amendment.

6“2016 Incremental Term Loan Lender”: as of the Initial First Amendment Effective Date, each Person that has executed and delivered in its capacity as a “2016 Incremental Term Loan Lender” a counterpart of the First Amendment to the Administrative Agent in accordance with the terms thereof.

7“2016 Incremental Term Loans”: term loans made by the 2016 Incremental Term Loan Lenders to the Borrower pursuant to Section 2. 1(b).

8“2016 New Replacement Term Loan Commitment”: with respect to each 2016 New Replacement Term Loan Lender, the commitment of such 2016 New Replacement Term Loan Lender to make 2016 New Replacement Term Loans pursuant to Section 2. 1(b) as set forth on Schedule 1 to the First Amendment, as the same may be reduced from time to time pursuant to Section 2. 1(b).

9“2016 New Replacement Term Loan Lender”: a Term Lender with a 2016 New Replacement Term Loan Commitment.

10“2016 New Replacement Term Loans”: term loans made by the 2016 New Replacement Term Loan Lenders to the Borrower pursuant to Section 2.1(b).

11“2016 Non-Converting Replacement Term Loan Lender”: each Term Lender party hereto immediately prior to the occurrence of the Initial First Amendment Effective Date and which is not a 2016 Converting Replacement Term Loan Lender.

12“2016 Replacement Term Loan Conversion”: the conversion of Term Loans as described in Section 2.1(b).

13“2016 Replacement Term Loan Lender”: (a) as of the Initial First Amendment Effective Date (prior to giving effect to the 2016 Replacement Term Loan Conversion), each 2016 New Replacement Term Loan Lender and each 2016 Converting Replacement Term Loan Lender and (b) on

and after the Initial First Amendment Effective Date (after giving effect to the 2016 Replacement Term Loan Conversion), each Term Lender with an outstanding 2016 Replacement Term Loan.

14“2016 Replacement Term Loans”: collectively, (a) the 2016 Converted Replacement Term Loans and (b) the 2016 New Replacement Term Loans; provided that upon the occurrence of the 2016 Incremental Term Loan Conversion, the term “2016 Replacement Term Loans” shall include 2016 Incremental Term Loans converted into “2016 Replacement Term Loans” pursuant to the 2016 Incremental Term Loan Conversion.

15“2017 Converted Replacement Term B-2 Loans”: the Term Loans resulting from the 2017 Replacement Term B-2 Loan Conversion.

16“2017 Converted Replacement Term Loans”: the Term Loans resulting from the 2017 Replacement Term Loan Conversion.

17“2017 Converting Replacement Term B-2 Lender”: as of the Subsequent Third Amendment Effective Date, each Term Lender that has executed and delivered (as a “2017 Converting Replacement Term B-2 Loan Lender”) a counterpart of the Third Amendment, together with a Lender Election Form, to the Administrative Agent in accordance with the terms thereof.

18“2017 Converting Replacement Term Loan Lender”: as of the Initial Second Amendment Effective Date, each Term Lender that has executed and delivered (as a “2017 Converting Replacement Term Loan Lender”) a counterpart of the Second Amendment, together with a Lender Election Form, to the Administrative Agent in accordance with the terms thereof.

19“2017 New Replacement Term B-2 Loan Commitment”: with respect to each 2017 New Replacement Term B-2 Loan Lender, the commitment of such 2017 New Replacement Term B-2 Loan Lender to make 2017 New Replacement Term B-2 Loans pursuant to Section 2.1(d) as set forth on Schedule 1 to the Third Amendment, as the same may be reduced from time to time pursuant to Section 2.1(d).

20“2017 New Replacement Term Loan Commitment”: with respect to each 2017 New Replacement Term Loan Lender, the commitment of such 2017 New Replacement Term Loan Lender to make 2017 New Replacement Term Loans pursuant to Section 2.1(c) as set forth on Schedule 1 to the Second Amendment, as the same may be reduced from time to time pursuant to Section 2.1(c).

21“2017 New Replacement Term B-2 Loan Lender”: a Term Lender with a 2017 New Replacement Term B-2 Loan Commitment.

22“2017 New Replacement Term Loan Lender”: a Term Lender with a 2017 New Replacement Term Loan Commitment.

23“2017 New Replacement Term B-2 Loans”: Term Loans made by the 2017 New Replacement Term B-2 Loan Lenders to the Borrower pursuant to Section 2.1(d).

24“2017 New Replacement Term Loans”: Term Loans made by the 2017 New Replacement Term Loan Lenders to the Borrower pursuant to Section 2.1(c).

25“2017 Non-Converting Replacement Term B-2 Loan Lender”: each Term Lender party hereto immediately prior to the occurrence of the Subsequent Third Amendment Effective Date and which is not a 2017 Converting Replacement Term B-2 Loan Lender.

26“2017 Non-Converting Replacement Term Loan Lender”: each Term Lender party hereto immediately prior to the occurrence of the Initial Second Amendment Effective Date and which is not a 2017 Converting Replacement Term Loan Lender.

27“2017 Replacement Term B-2 Loan Conversion”: the conversion of Term Loans as described in Section 2.1(d).

28“2017 Replacement Term Loan Conversion”: the conversion of Term Loans as described in Section 2.1(c).

29“2017 Replacement Term B-2 Loan Lender”: (a) as of the Subsequent Third Amendment Effective Date (prior to giving effect to the 2017 Replacement Term B-2 Loan Conversion), each 2017 New Replacement Term B-2 Loan Lender and each 2017 Converting Replacement Term B-2 Loan Lender and (b) on and after the Subsequent Third Amendment Effective Date (after giving effect to the 2017 Replacement Term B-2 Loan Conversion), each Term Lender with an outstanding 2017 Replacement Term B-2 Loan.

30“2017 Replacement Term Loan Lender”: (a) as of the Initial Second Amendment Effective Date (prior to giving effect to the 2017 Replacement Term Loan Conversion), each 2017 New Replacement Term Loan Lender and each 2017 Converting Replacement Term Loan Lender and (b) on and after the Initial Second Amendment Effective Date (after giving effect to the 2017 Replacement Term Loan Conversion), each Term Lender with an outstanding 2017 Replacement Term Loan.

31“2017 Replacement Term B-2 Loans”: collectively, (a) the 2017 Converted Replacement Term B-2 Loans and (b) the 2017 New Replacement Term B-2 Loans.

32“2017 Replacement Term Loans”: collectively, (a) the 2017 Converted Replacement Term Loans and (b) the 2017 New Replacement Term Loans.

33“2018 Converted Replacement Term B-3 Loans”: the Term Loans resulting from the 2018 Replacement Term B-3 Loan Conversion.

34“2018 Converting Replacement Term B-3 Lender”: as of the Subsequent Fourth Amendment Effective Date, each Term Lender that has executed and delivered (as a “2018 Converting Replacement Term B-3 Loan Lender”) a counterpart of the Fourth Amendment, together with a Lender Election Form, to the Administrative Agent in accordance with the terms thereof.

35“2018 New Replacement Term B-3 Loan Commitment”: with respect to each 2018 New Replacement Term B-3 Loan Lender, the commitment of such 2018 New Replacement Term B-3 Loan Lender to make 2018 New Replacement Term B-3 Loans pursuant to Section 2.1(e) as set forth on Schedule 1 to the Fourth Amendment, as the same may be reduced from time to time pursuant to Section 2.1(e).

36“2018 New Replacement Term B-3 Loan Lender”: a Term Lender with a 2018 New Replacement Term B-3 Loan Commitment.

37“2018 New Replacement Term B-3 Loans”: Term Loans made by the 2018 New Replacement Term B-3 Loan Lenders to the Borrower pursuant to Section 2.1(e).

38“2018 Non-Converting Replacement Term B-3 Loan Lender”: each Term Lender party hereto immediately prior to the occurrence of the Subsequent Fourth Amendment Effective Date and which is not a 2018 Converting Replacement Term B-3 Loan Lender.

39“2018 Replacement Term B-3 Loan Conversion”: the conversion of Term Loans as described in Section 2.1(e).

40“2018 Replacement Term B-3 Loan Lender”: as of the Subsequent Fourth Amendment Effective Date (prior to giving effect to the 2018 Replacement Term B-3 Loan Conversion), each 2018 New Replacement Term B-3 Loan Lender and each 2018 Converting Replacement Term B-3 Loan Lender and (b) on and after the Subsequent Fourth Amendment Effective Date (after giving effect to the 2018 Replacement Term B-3 Loan Conversion), each Term Lender with an outstanding 2018 Replacement Term B-3 Loan.

41“2018 Replacement Term B-3 Loans”: collectively, (a) the 2018 Converted Replacement Term B-3 Loans and (b) the 2018 New Replacement Term B-3 Loans.

42“2019 Converted Replacement Term B-4 Loans”: the Term Loans resulting from the 2019 Replacement Term B-4 Loan Conversion.

43“2019 Converting Replacement Term B-4 Loan Lender”: as of the Initial Seventh Amendment Effective Date, each Term Lender that has executed and delivered (as a “2019 Converting Replacement Term B-4 Loan Lender”) a counterpart of the Seventh Amendment, together with a Lender Election Form, to the Administrative Agent in accordance with the terms thereof.

44“2019 Eurodollar Borrowing”: has the meaning assigned to such term in Section 4.5(j).

45“2019 Incremental Term B-4 Loan Commitment”: with respect to each 2019 Incremental Term B-4 Loan Lender, the commitment of such 2019 Incremental Term B-4 Loan Lender to make 2019 Incremental Term B-4 Loans pursuant to Section 2.1(f) as set forth on Schedule 1 to the Seventh Amendment, as the same may be reduced from time to time pursuant to Section 2.1(f).

46“2019 Incremental Term B-4 Loan Conversion”: as defined in the Seventh Amendment.

47“2019 Incremental Term B-4 Loan Lender”: as of the Initial Seventh Amendment Effective Date, each Person that has executed and delivered in its capacity as a “2019 Incremental Term B-4 Loan Lender” a counterpart of the Seventh Amendment to the Administrative Agent in accordance with the terms thereof.

48“2019 Incremental Term B-4 Loans”: the Term Loans made by the 2019 Incremental Term B-4 Loan Lenders to the Borrower pursuant to Section 2.1(f).

49“2019 New Replacement Term B-4 Loan Commitment”: with respect to each 2019 New Replacement Term B-4 Loan Lender, the commitment of such 2019 New Replacement Term B-4 Loan Lender to make 2019 New Replacement Term B-4 Loans pursuant to Section 2.1(f) as set forth on Schedule 1 to the Seventh Amendment, as the same may be reduced from time to time pursuant to Section 2.1(f).

50“2019 New Replacement Term B-4 Loan Lender”: a Term Lender with a 2019 New Replacement Term B-4 Loan Commitment.

51“2019 New Replacement Term B-4 Loans”: the Term Loans made by the 2019 New Replacement Term B-4 Loan Lenders to the Borrower pursuant to Section 2.1(f).

52“2019 Non-Converting Replacement Term B-4 Loan Lender”: each Term Lender party hereto immediately prior to the occurrence of the Initial Seventh Amendment Effective Date and which is not a 2019 Converting Replacement Term B-4 Loan Lender.

53“2019 Replacement Term Loan Conversion”: the conversion of Term Loans as described in Section 2.1(f).

54“2019 Replacement Term B-4 Loan Lender”: (a) as of the Initial Seventh Amendment Effective Date (prior to giving effect to the 2019 Replacement Term B-4 Loan Conversion), each 2019 New Replacement Term B-4 Loan Lender and each 2019 Converting Replacement Term B-4 Loan Lender and (b) on and after the Initial Seventh Amendment Effective Date (after giving effect to the 2019 Replacement Term B-4 Loan Conversion), each Term Lender with an outstanding 2019 Replacement Term B-4 Loan.

55“2019 Replacement Term B-4 Loans”: collectively, (a) the 2019 Converted Replacement Term B-4 Loans and (b) the 2019 New Replacement Term B-4 Loans; provided that upon the occurrence of the 2019 Incremental Term B-4 Loan Conversion, the term “2019 Replacement Term B-4 Loans” shall include 2019 Incremental Term B-4 Loans converted into “2019 Replacement Term B-4 Loans” pursuant to the 2019 Incremental Term B-4 Loan Conversion.

56“2023 Convertible Notes”: the notes issued pursuant to the 2023 Convertible Notes Indenture.

57“2023 Convertible Notes Indenture”: the Indenture dated as of March 31, 2017 among the Borrower, the guarantors thereto and Xxxxx Fargo Bank, National Association, as trustee, pursuant to which the Borrower has issued 1.625% Convertible Senior Notes due 2023, in an aggregate initial principal amount of up to $500,000,000.

58“2027 Convertible Notes”: the notes issued pursuant to the 2027 Convertible Notes Indenture.

59“2027 Convertible Notes Indenture”: the Indenture dated on or about the Ninth Amendment Effective Date among the Borrower, the guarantors thereto and Xxxxx Fargo Bank, National Association, as trustee, pursuant to which the Borrower expects to issue 0% Convertible Senior Notes due 2027 in an aggregate initial principal amount of up to $805,000,000.

60“ABR”: when used in reference to any Loan, refers to a Loan, or the Loans comprising such borrowing, bearing interest at a rate determined by reference to the Alternate Base Rate.

61“Acquired Business”: as defined in the recitals to this Agreement.

62“Acquired Person”: as defined in Section 8.2(n).

63“Acquisition”: as defined in the recitals to this Agreement.

64“Acquisition Agreement”: as defined in the recitals to this Agreement.

65“Acquisition Consideration”: as defined in the recitals to this Agreement.

66“Acquisition Effective Date”: means the date that the Escrow Conditions are satisfied (or waived in accordance with Section 11.1) and the closing of the Acquisition occurs.

67“Additional Third Amendment Effective Date”: as defined in the Third Amendment.

68“Adjusted LIBO Rate”: with respect to any Eurocurrency Loan for any Interest Period, an interest rate per annum equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

69“Adjustment Date”: as defined in the Pricing Grid.

70“Administrative Agent”: as defined in the recitals to this Agreement.

71“Administrative Agent Parties”: as defined in Section 11.2(c).

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

73“Affiliate”: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management or policies of such Person, whether by contract or otherwise.

74“Agent Related Parties”: the Administrative Agent, the Collateral Agent, each Issuing Lender, and any of their respective Affiliates and the partners, officers, directors, employees, agents, trustees, advisors or representatives of the foregoing.

75“Agents”: the collective reference to the Collateral Agent, the Administrative Agent, the Lead Arrangers and the Co-Managers, which term shall include, for purposes of Section 10 and 11.5 only, the Issuing Lenders.

76“Aggregate Exposure”: with respect to any Lender at any time, an amount equal the sum of (a) the aggregate then unpaid principal amount of such Lender’s Term Loans, (b) the amount of such Lender’s Term Commitments then in effect and (c) the amount of such Lender’s Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding, giving effect to any assignments.

77“Aggregate Exposure Percentage”: with respect to any Lender at any time, the ratio (expressed as a percentage (carried out to the ninth decimal place)) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

78“Agreed Currencies”: Dollars, euros, Pounds Sterling, Japanese Yen or any other currency (other than Dollars) approved by the Administrative Agent and each Revolving Lender; provided that, at such time (x) with respect to euros, Pounds Sterling, Japanese Yen or any other currency (other than Dollars), such currency is quoted under the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for such periods (and for the avoidance of doubt, such currencies will not be available for borrowings hereunder after December 31, 2021 or for any interest period ending after December 31, 2021, in each case, subject to any amendments implemented pursuant to Section 4.7(c)) and (y) (a) such other currency is dealt with in the London interbank deposit market, (b) such other currency is freely transferable and convertible into Dollars in the London foreign exchange market, and (c) no central bank or other governmental authorization in the country of issue of such other currency is required (i) to permit use of such other currency by any Revolving Lender for making Revolving Loans or by any Issuing Lender for issuing any Letter of Credit and/or (ii) to permit the Borrower to repay Revolving Loans or reimburse L/C Disbursements on any Letter of Credit and/or to pay any other amounts owing in respect of such

Revolving Loans and/or Letters of Credit (unless such authorization has been obtained and is in full force and effect).

79“Agreement”: as defined in the recitals to this Agreement.

80“All-in Yield”: as to any Indebtedness, the yield thereof, whether in the form of interest rate; margin; “OID”, upfront fees; Eurocurrency rate floor; or otherwise, in each case incurred or payable by the Borrower generally to the lenders; provided that (a) “OID” and upfront fees to be included in the calculation of “All-In Yield” shall only include such “OID” and upfront fees payable in the initial primary syndication of such Indebtedness, and (b) “OID” and upfront fees shall be equated to interest rate assuming a four-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the applicable Indebtedness); provided, further, that “All-In Yield” shall not include arrangement fees, structuring fees, commitment fees and underwriting fees or other fees not paid generally to all lenders of such Indebtedness.

81“Allocated Replacement Term Loan Conversion Amount”: with respect to (a) each Term Lender that is a 2016 Converting Replacement Term Loan Lender, the amount determined by the Administrative Agent as the final amount of such Term Lender’s 2016 Replacement Term Loan Conversion on the Initial First Amendment Effective Date and notified to each such Lender by the Administrative Agent promptly following the Initial First Amendment Effective Date, (b) each 2016 Replacement Term Loan Lender that is a 2017 Converting Replacement Term Loan Lender, the amount determined by the Administrative Agent as the final amount of such 2016 Replacement Term Loan Lender’s 2017 Replacement Term Loan Conversion on the Initial Second Amendment Effective Date and notified to each such 2016 Replacement Term Loan Lender by the Administrative Agent promptly following the Initial Second Amendment Effective Date, (c) each 2017 Replacement Term Loan Lender that is a 2017 Converting Replacement Term B-2 Loan Lender, the amount determined by the Administrative Agent as the final amount of such 2017 Replacement Term Loan Lender’s 2017 Replacement Term B-2 Loan Conversion on the Subsequent Third Amendment Effective Date and notified to each such 2017 Replacement Term Loan Lender by the Administrative Agent promptly following the Subsequent Third Amendment Effective Date, (d) each 2017 Replacement Term B-2 Loan Lender that is a 2018 Converting Replacement Term B-3 Loan Lender, the amount determined by the Administrative Agent as the final amount of such 2017 Replacement Term B-2 Loan Lender’s 2018 Replacement Term B-3 Loan Conversion on the Subsequent Fourth Amendment Effective Date and notified to each such 2017 Replacement Term B-2 Loan Lender by the Administrative Agent promptly following the Subsequent Fourth Amendment Effective Date and (e) each 2018 Replacement Term B-3 Loan Lender that is a 2019 Converting Replacement Term B-4 Loan Lender, the amount determined by the Administrative Agent as the final amount of such 2018 Replacement Term B-3 Loan Lender’s 2019 Replacement Term B-4 Loan Conversion on the Initial Seventh Amendment Effective Date and notified to each such 2018 Replacement Term B-3 Loan Lender by the Administrative Agent promptly following the Initial Seventh Amendment Effective Date. The “Allocated Replacement Term Loan Conversion Amount” of any Term Lender shall not exceed (but may be less than) the amount set forth in the applicable Lender Election Form of such Term Lender. All such determinations made by the Administrative Agent shall, absent manifest error, be final, conclusive and binding on the Borrower and the Lenders, and the Administrative Agent shall have no liability to any Person with respect to such determination absent gross negligence, bad faith or willful misconduct.

82“Alternate Base Rate”: for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the prime commercial lending rate announced by DBNY from time to time as its prime lending rate and (c) the Adjusted LIBO Rate for a one month Interest Period (or if such day is not a Business Day, the immediately preceding Business Day)

(determined after giving effect to any applicable “floor”) plus 1.00%; provided that, the Adjusted LIBO Rate for any day shall be based on the LIBO Rate at approximately 11:00 a.m. London time on such day, subject to the interest rate floors set forth therein. Any change in the Alternate Base Rate due to a change in the prime rate, the Federal Funds Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the prime rate, the Federal Funds Rate or the Adjusted LIBO Rate, respectively. For the avoidance of doubt, if the Alternate Base Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

83“Alternative Rate”: has the meaning assigned to such term in Section 4.7(a).

84“Anti-Terrorism Laws”: Executive Order No. 13224, the Patriot Act, the laws comprising or implementing the Bank Secrecy Act, the laws administered by the United States Treasury Department’s Office of Foreign Assets Control, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and other applicable foreign anti-money laundering, anti-terrorist financing laws and sanctions of Governmental Authorities (each as from time to time in effect).

85“Applicable Margin”: the rate per annum set forth below:

(a)with respect to Term Loans (i) after the Initial First Amendment Effective Date but prior to the Initial Second Amendment Effective Date (A) for Eurocurrency Loans, 3.25% and (B) for ABR Loans, 2.25%, (ii) after the Initial Second Amendment Effective Date but prior to the Subsequent Third Amendment Effective Date (A) for Eurocurrency Loans, 2.25% and (B) for ABR Loans, 1.25%, (iii) after the Subsequent Third Amendment Effective Date (A) for Eurocurrency Loans, 2.00% and (B) for ABR Loans, 1.00%, (iv) after the Subsequent Fourth Amendment Effective Date (A) for Eurocurrency Loans, 1.75% and (B) for ABR Loans, 0.75% and (v) after the Subsequent Seventh Amendment Effective Date (A) for Eurocurrency Loans, 2.00% and (B) for ABR Loans, 1.00%;

(b)with respect to Revolving Loans after the Initial Fourth Amendment Effective Date (i) for Eurocurrency Loans, 1.25%, (ii) for ABR Loans, 0.25% and (iii) for the Commitment Fee Rate, 0.20%; provided that, on and after the first Adjustment Date occurring after the completion of the first fiscal quarter of the Borrower occurring after the Initial Fourth Amendment Effective Date, the Applicable Margin with respect to Revolving Loans will be determined pursuant to the following:

PRICING GRID FOR REVOLVING LOANS


Pricing Level	Applicable Margin for Eurocurrency Loans	Applicable Margin for ABR Loans	Commitment Fee Rate
I	1.75%	0.75%	0.30%
II	1.50%	0.50%	0.25%
III	1.25%	0.25%	0.20%

102

So long as no Default or Event of Default has occurred and is continuing, the Applicable Margin for Revolving Loans and the Commitment Fee Rate shall be adjusted, on and after the first Adjustment Date occurring after the completion of the first fiscal quarter of the Borrower to occur after the Initial Fourth Amendment Effective Date, based on changes in the Consolidated Total Net Leverage Ratio, with such adjustments to become effective on the date (the “Adjustment Date”) that is three (3) Business Days after the date on which the relevant financial statements are delivered to the Lenders pursuant to Section 7.1 and to remain in effect until the next adjustment to be effected pursuant to this paragraph. If any financial

statements referred to above are not delivered within the time periods specified in Section 7.1, then, until the date that is three (3) Business Days after the date on which such financial statements are delivered, the highest rate set forth in each column of the Pricing Grid shall apply. On each Adjustment Date, the Applicable Margin for Revolving Loans and the Commitment Fee Rate shall be adjusted to be equal to the Applicable Margins opposite the Pricing Level determined to exist on such Adjustment Date from the financial statements relating to such Adjustment Date. As used herein, the following rules shall govern the determination of Pricing Levels on each Adjustment Date:

103‘Pricing Level I’ shall exist on an Adjustment Date if the Consolidated Total Net Leverage Ratio for the relevant period is greater than 2.25 to 1.00.

104‘Pricing Level II’ shall exist on an Adjustment Date if the Consolidated Total Net Leverage Ratio for the relevant period is less than or equal to 2.25 to 1.00 but greater than or equal to 1.75 to 1.00.

105‘Pricing Level III’ shall exist on an Adjustment Date if the Consolidated Total Net Leverage Ratio for the relevant period is less than 1.75 to 1.00.

106“Applicable Percentage”: with respect to any Revolving Lender, the percentage of the total Revolving Commitments represented by such Revolving Lender’s Revolving Commitment. If the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments.

107“Application”: an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by an Issuing Lender.

108“Approved Fund”: with respect to any Lender, any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans, or similar extensions of credit in the ordinary course and is administered or managed by (a) such Lender, (b) an Affiliate of such Lender, or (c) an entity or an Affiliate of an entity that administers or manages such Lender.

109“Asset Sale”: any Disposition of Property or series of related Dispositions of Property, including, without limitation, any sale or issuance of Capital Stock of any Restricted Subsidiary to a Person other than to the Borrower or a Restricted Subsidiary (excluding in any case any such Disposition permitted by Sections 8.5(a) through (g) and Sections 8.5(i) through (u)) that yields gross proceeds to the Borrower or any Restricted Subsidiary.

110“Assignee”: as defined in Section 11.6(b).

111“Assignment and Assumption”: an assignment and assumption entered into by a Lender and an Eligible Assignee and accepted by the Administrative Agent, and, if applicable, the Borrower and each Issuing Lender, substantially in the form of Exhibit A or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

112“Attributable Receivables Indebtedness”: at any time, the principal amount of Indebtedness which (a) if a Permitted Foreign Receivables Facility is structured as a lending agreement or other similar agreement, constitutes the principal amount of such Indebtedness or (b) if a Permitted Foreign Receivables Facility is structured as a purchase agreement or other similar agreement, would be outstanding at such time under the Permitted Foreign Receivables Facility if the same were structured as a lending agreement rather than a purchase agreement or such other similar agreement.

113“Authorized Collateral Agent”: as defined in the Guarantee and Collateral Agreement.

114“Auto-Extension Letter of Credit”: as defined in Section 3.6(b).

115“Available Amount”: a cumulative amount equal to the remainder of (I) (a) the Retained Excess Cash Flow Amount, plus (b) the cash proceeds of new public or private equity issuances of the Borrower (other than Disqualified Capital Stock), plus (c) capital contributions to the Borrower made in cash or Cash Equivalents (other than in respect of Disqualified Capital Stock), plus (d) returns, profits, distributions and similar amounts received in cash or Cash Equivalents by the Borrower and its Restricted Subsidiaries on or proceeds of Dispositions of Investments made using the Available Amount plus (e) the aggregate amount of Indebtedness (other than (i) Indebtedness owing to the Borrower or any of its Restricted Subsidiaries or (ii) any Convertible Notes (or other Indebtedness convertible into Capital Stock by the express terms thereof)) that has been converted into or exchanged for Capital Stock (other than Disqualified Capital Stock) of the Borrower, minus (II) without duplication of any deductions to "Excess Cash Flow" pursuant to clause b(iv) of the definition thereof, the amount of any Voluntary Cash Convertible Note Payments (which remainder may be a negative number).

116“Available Amount Starter Basket”: an amount equal to $50,000,000 in the aggregate, which may be used to make Restricted Payments permitted pursuant to Section 8.6(f) and/or Investments permitted pursuant to Section 8.7(s) during the term of this Agreement.

117“Available Incremental Amount”: as defined in Section 2.4(a).

118“Available Revolving Commitment”: as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Commitment then in effect over (b) such Lender’s Revolving Extensions of Credit then outstanding.

“Bail-In Action”: the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

119“Bail-In Legislation”: (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

120“Beneficial Ownership Certification” a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

121“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

122“Benefitted Lender”: as defined in Section 11.7(a).

123“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

124“Blocked Person”: as defined in Section 5.22(b).

125“BMO Capital”: BMO Capital Markets Corp.

126“BoA”: as defined in the recitals to this Agreement.

127“Board”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

128“Borrower”: as defined in the recitals to this Agreement.

129“Borrowing”: Loans of the same Type and Class, made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect; provided that immediately following the incurrence of each of the 2016 New Replacement Term Loans and the 2016 Incremental Term Loans and the consummation of each of the 2016 Replacement Term Loan Conversion and the 2016 Incremental Term Loan Conversion on the Initial First Amendment Effective Date, the term “Borrowing” shall include the consolidated “borrowing” of the 2016 New Replacement Term Loans, the 2016 Converted Replacement Term Loans and the 2016 Incremental Term Loans as described in Section 2.1(b); provided further that immediately following the incurrence of the 2017 New Replacement Term Loans and the consummation of the 2017 Replacement Term Loan Conversion on the Initial Second Amendment Effective Date, the term “Borrowing” shall include the consolidated “borrowing” of the 2017 New Replacement Term Loans and the 2017 Converted Replacement Term Loans as described in Section 2.1(c); provided further that immediately following the incurrence of the 2017 New Replacement Term B-2 Loans and the consummation of the 2017 Replacement Term B-2 Loan Conversion on the Subsequent Third Amendment Effective Date, the term “Borrowing” shall include the consolidated “borrowing” of the 2017 New Replacement Term B-2 Loans and the 2017 Converted Replacement Term B-2 Loans as described in Section 2.1(d); provided further that immediately following the incurrence of the 2018 New Replacement Term B-3 Loans and the consummation of the 2018 Replacement Term B-3 Loan Conversion on the Subsequent Fourth Amendment Effective Date, the term “Borrowing” shall include the consolidated “borrowing” of the 2018 New Replacement Term B-3 Loans and the 2018 Converted Replacement Term B-3 Loans as described in Section 2.1(e); provided further that immediately following the incurrence of each of the 2019 New Replacement Term B-4 Loans and the 2019 Incremental Term B-4 Loans and the consummation of each of the 2019 Replacement Term B-4 Loan Conversion and the 2019 Incremental Term B-4 Loan Conversion on the Initial Seventh Amendment Effective Date, the term “Borrowing” shall include the consolidated “borrowing” of the 2019 New Replacement Term B-4 Loans, the 2019 Converted Replacement Term B-4 Loans and the 2019 Incremental Term B-4 Loans as described in Section 2.1(f).

130“Borrowing Date”: any Business Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.

131“Business Day”: a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close; provided that, when used in connection with a Eurocurrency Loan or Borrowing, the term “Business Day” shall also exclude any day on which banks are not open for dealings in the relevant Agreed Currency in the London interbank market or the principal financial center of such Agreed Currency (and, if the Borrowings or L/C Disbursements which are the subject of a borrowing, drawing, payment, reimbursement or rate selection are denominated in euro, the term “Business Day” shall also exclude any day on which the TARGET2 payment system is not open for the settlement of payments in euro).

132“Capital Expenditures”: for any period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries but excluding (a) expenditures financed with any Reinvestment Deferred Amount, (b)

expenditures made in cash to fund the purchase price for assets acquired in Permitted Acquisitions or the Acquisition or incurred by the Person acquired in the Permitted Acquisition or the Acquisition prior to (but not in anticipation of) the closing of such Permitted Acquisition or the Acquisition, (c) expenditures made with cash proceeds from any issuances of Capital Stock of the Borrower or any Restricted Subsidiary or contributions of capital made to the Borrower, (d) expenditures in respect of normal replacements and maintenance that are properly charged to current operations and (e) expenditures made as a tenant as leasehold improvements during such period to the extent reimbursed by the relevant landlord during such period.

133“Capital Stock”: any and all shares, interests, participations or other equivalents (however designated) of capital stock or shares of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest; provided that Capital Stock shall not include any debt securities that are convertible into or exchangeable for any of the foregoing Capital Stock.

134“Cash Collateralize”: (a) in respect of an obligation, provide and pledge cash collateral in Dollars, pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, and (b) in respect of L/C Obligations under Letters of Credit, either the deposit of cash collateral in an amount equal to 105% of such outstanding L/C Obligations or the delivery of a “backstop” Letter of Credit reasonably satisfactory to the relevant Issuing Lender. The term “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

135“Cash Equivalents”:

(a)direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or any agency thereof to the extent such obligations are backed by the full faith and credit of the United States), in each case maturing within two years 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 two years from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Xxxxx’x, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing such ratings generally;

(c)senior corporate debt obligations of an issuer organized under the laws of the United States or any state thereof that are rated BBB or better by S&P or Baa2 or better by Xxxxx’x (or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing such ratings generally) that mature not more than two years after the date of acquisition thereof and that are actively traded in a secondary market, provided that obligations described in this clause (c) that are rated BBB by S&P or Baa2 by Xxxxx’x shall not at any time comprise more than 10% of all Cash Equivalents held by the Borrower and the Subsidiaries;

(d)investments in commercial paper maturing within one year after the date of acquisition thereof and having, at such date of acquisition, a credit rating of at least A-1 (or the equivalent thereof) from S&P or at least P-1 (or the equivalent thereof) from Xxxxx’x, or

carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing such ratings generally;

(e)investments in certificates of deposit, banker’s acceptances and demand or time deposits, in each case maturing not more than one year from the date of acquisition thereof, issued or guaranteed by or placed with, and money market Deposit Accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States or any state thereof that has a combined capital and surplus and undivided profits of not less than $250,000,000;

(f)fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above;

(g)money market funds that (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Xxxxx’x, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing such ratings generally, and (iii) have portfolio assets of at least $5,000,000,000;

(h)securities issued by any foreign government or any political subdivision of any foreign government or any public instrumentality thereof having maturities of not more than six months from the date of acquisition thereof and, at the time of acquisition, having one of the two highest credit ratings obtainable from S&P or from Xxxxx’x, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing such ratings generally;

(i)in the case of any Foreign Subsidiary, other short-term investments that are analogous to the foregoing, are of comparable credit quality and are customarily used by companies in the jurisdiction of such Foreign Subsidiary for cash management purposes; and

(j)investments in funds that invest solely in one or more types of securities described in clauses (a), (b) and (h) above.

136“Cash Management Agreement”: any agreement for the provision of Cash Management Services.

137“Cash Management Services”: (a) cash management services, including treasury, depository, overdraft, electronic funds transfer and other cash management arrangements and (b) commercial credit card and merchant card services.

138“Change in Law”: the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

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

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

(b)the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole, to any Person that is not a Loan Party;

(c)occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (i) nominated by the board of directors of the Borrower nor (ii) appointed or approved by the directors so nominated; or

(d)a “change of control”, fundamental change, delisting or termination of trading or similar provision as set forth in any Convertible Notes Document (and any Permitted Refinancing thereof) or any other indenture or other instrument evidencing any Material Indebtedness of the Borrower or any Restricted Subsidiary has occurred obligating the Borrower or any Restricted Subsidiary to repurchase, redeem, repay or convert into cash all or any part of the Indebtedness provided for therein.

140“China JV”: Leshan Phoenix Semiconductor Co., Ltd., an entity existing under the laws of The People’s Republic of China.

141“Class”: (a) with respect to Commitments, Loans or Borrowings, those of such Commitments, Loans or Borrowings that have the same terms and conditions (without regard to differences in the Type of Loan, Interest Period, upfront fees, OID or similar fees paid or payable in connection with such Commitments or Loans, or differences in tax treatment (e.g., “fungibility”)) and (b) with respect to Lenders, those of such Lenders that have Commitments or Loans of a particular Class; provided, that (i) with respect to a Borrowing of 2016 New Replacement Term Loans incurred on the Initial First Amendment Effective Date, the 2016 New Replacement Term Loans shall constitute a separate “Class” at the time of the incurrence thereof, (ii) immediately after the incurrence of 2016 New Replacement Term Loans and the consummation of the 2016 Replacement Term Loan Conversion on the Initial First Amendment Effective Date (and immediately prior to the consummation of the 2016 Incremental Term Loan Conversion), all 2016 New Replacement Term Loans and all 2016 Converted Replacement Term Loans shall constitute a single “Class” of 2016 Replacement Term Loans for all purposes of this Agreement and the other Loan Documents and (iii) immediately after the transactions described in preceding clause (ii) and the incurrence of 2016 Incremental Term Loans on the Initial First Amendment Effective Date, all 2016 Incremental Term Loans shall convert into, and become, 2016 Replacement Term Loans pursuant to the 2016 Incremental Term Loan Conversion and shall, together with all 2016 New Replacement Term Loans and all 2016 Converted Replacement Term Loans, constitute a single “Class” of 2016 Replacement Term Loans for all purposes of this Agreement; provided further that (i) with respect to a Borrowing of 2017 New Replacement Term Loans incurred on the Initial

Second Amendment Effective Date, the 2017 New Replacement Term Loans shall constitute a separate “Class” at the time of the incurrence thereof and (ii) immediately after the incurrence of 2017 New Replacement Term Loans and the consummation of the 2017 Replacement Term Loan Conversion on the Initial Second Amendment Effective Date, all 2017 New Replacement Term Loans and all 2017 Converted Replacement Term Loans shall constitute a single “Class” of 2017 Replacement Term Loans for all purposes of this Agreement and the other Loan Documents; provided further that (i) with respect to a Borrowing of 2017 New Replacement Term B-2 Loans incurred on the Subsequent Third Amendment Effective Date, the 2017 New Replacement Term B-2 Loans shall constitute a separate “Class” at the time of the incurrence thereof and (ii) immediately after the incurrence of 2017 New Replacement Term B-2 Loans and the consummation of the 2017 Replacement Term B-2 Loan Conversion on the Subsequent Third Amendment Effective Date, all 2017 New Replacement Term B-2 Loans and all 2017 Converted Replacement Term B-2 Loans shall constitute a single “Class” of 2017 Replacement Term B-2 Loans for all purposes of this Agreement and the other Loan Documents; provided further that (i) with respect to a Borrowing of 2018 New Replacement Term B-3 Loans incurred on the Subsequent Fourth Amendment Effective Date, the 2018 New Replacement Term B-3 Loans shall constitute a separate “Class” at the time of the incurrence thereof and (ii) immediately after the incurrence of 2018 New Replacement Term B-3 Loans and the consummation of the 2018 Replacement Term B-3 Loan Conversion on the Subsequent Fourth Amendment Effective Date, all 2018 New Replacement Term B-3 Loans and all 2018 Converted Replacement Term B-3 Loans shall constitute a single “Class” of 2018 Replacement Term B-3 Loans for all purposes of this Agreement and the other Loan Documents; provided further that (i) with respect to a Borrowing of 2019 New Replacement Term B-4 Loans incurred on the Initial Seventh Amendment Effective Date, the 2019 New Replacement Term B-4 Loans shall constitute a separate “Class” at the time of the incurrence thereof, (ii) immediately after the incurrence of 2019 New Replacement Term B-4 Loans and the consummation of the 2019 Replacement Term B-4 Loan Conversion on the Initial Seventh Amendment Effective Date (and immediately prior to the consummation of the 2019 Incremental Term B-4 Loan Conversion), all 2019 New Replacement Term B-4 Loans and all 2019 Converted Replacement Term B-4 Loans shall constitute a single “Class” of 2019 Replacement Term B-4 Loans for all purposes of this Agreement and the other Loan Documents and (iii) immediately after the transactions described in preceding clause (ii) and the incurrence of 2019 Incremental Term B-4 Loans on the Initial Seventh Amendment Effective Date, all 2019 Incremental Term B-4 Loans shall convert into, and become, 2019 Replacement Term B-4 Loans pursuant to the 2019 Incremental Term B-4 Loan Conversion and shall, together with all 2019 New Replacement Term B-4 Loans and all 2019 Converted Replacement Term B-4 Loans, constitute a single “Class” of 2019 Replacement Term B-4 Loans for all purposes of this Agreement.

142“Closing Date”: April 15, 2016.

143“Closing Date Revolving Commitment”: as to any Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth on Schedule 1.1 to this Agreement or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.

144“Closing Date Term Commitment”: as to any Lender, the obligation of such Lender, if any, to make a Term Loan to the Borrower hereunder (to be deposited in the Escrow Account pending consummation of the Acquisition on the Acquisition Effective Date) in a principal amount not to exceed the amount set forth on Schedule 1.1 to this Agreement or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof.

145“Closing Date Term Loans”: as defined in Section 2.1.

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

147“Collateral”: all property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document. For the avoidance of doubt, no “Excluded Assets” (as such term is defined in the Guarantee and Collateral Agreement) shall constitute “Collateral”.

148“Collateral Agent”: as defined in the recitals to this Agreement.

149“Collateral Agent Payment Default Notice”: as defined in the Escrow Agreement.

150“Commitment”: any 2019 New Replacement Term B-4 Loan Commitment, any 2019 Incremental Term B-4 Loan Commitments or Revolving Commitment of any Lender.

151“Commitment Fee”: as defined in Section 3.3.

152“Commitment Fee Rate”: as determined pursuant to the Pricing Grid.

153“Committed Loan Notice”: a notice of (a) a borrowing consisting of simultaneous Term Loans of the same Type and Class and, in the case of Eurocurrency Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.1, (b) a borrowing consisting of simultaneous Revolving Loans of the same Type and Class and, in the case of Eurocurrency Loans, having the same Interest Period made by each of the Revolving Lenders pursuant to Section 3.1, (c) a conversion of Loans of the same Class from one Type to the other Type pursuant to Section 4.3, or (d) a continuation of Eurocurrency Loans pursuant to Section 4.3, which shall be substantially in the form of Exhibit B-1 or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

154“Commodity Exchange Act”: the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

155“Communications”: as defined in Section 11.2(b).

156“Company Disclosure Letter”: as defined in the Acquisition Agreement as of November 18, 2015.

157“Company Material Adverse Effect”: a change, event or effect that is materially adverse to the business, results of operations or condition (financial or otherwise) of the Acquired Business (as defined in the Acquisition Agreement), taken as a whole, but shall not include changes, events or effects relating to or resulting from: (i) changes or developments in economic or political conditions or in securities, credit or financial markets, including changes in interest rates and changes in exchange rates, (ii) changes or developments in or affecting the industries in which the Acquired Business operates, including changes in Law (as defined in the Acquisition Agreement) or regulation affecting such industries, (iii) the execution and delivery of the Acquisition Agreement or the public announcement or pendency of the Tender Offer or Merger or the other Transactions (as each term is defined in the Acquisition Agreement for purposes of this definition) including the impact thereof on the relationships, contractual or otherwise, of the Acquired Business, including with employees, customers, suppliers, distributors or partners, (iv) the identity of the Borrower or any of its affiliates as the acquiror of the Target, or its or their plans for the Target, (v) compliance with the terms of, or the taking of any action

required by, the Acquisition Agreement or consented to by the Borrower, (vi) any acts of terrorism or war, acts of God, natural disasters, weather conditions or other calamities, (vii) changes in GAAP or the interpretation thereof, (viii) any stockholder class action, derivative or similar litigation relating to the Acquisition Agreement or the Transactions, (ix) any failure to meet internal or published projections, forecasts or revenue or earning predictions for any period, including analyst expectations or projections, forecasts or predictions or (x) any decrease or decline in the market price or trading volume of the Company Common Stock (as defined in the Acquisition Agreement) (provided that, in the case of clauses (ix) and (x), the facts and circumstances underlying any such failure, decrease or decline may be taken into account in determining whether a Company Material Adverse Effect has occurred), except in the case of clauses (i), (ii), (vi) and (vii) to the extent that the Acquired Business, taken as a whole, are disproportionately affected thereby relative to other peers in the industries in which the Acquired Business operate.

158“Compliance Certificate”: a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B.

159“Computation Date”: as defined in Section 1.3.

160“Connection Income Taxes”: Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

161“Consolidated Current Assets”: at any date, all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries at such date.

162“Consolidated Current Liabilities”: at any date, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries at such date, but excluding (a) the current portion of any Indebtedness of the Borrower and its Restricted Subsidiaries and (b) without duplication of clause (a) above, all Indebtedness consisting of Revolving Loans to the extent otherwise included therein.

163“Consolidated Working Capital Adjustment”: for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period; provided that there shall be excluded (a) the effect of any Disposition of any Person, facility or line of business or acquisition of any Person, facility or line of business during such period (outside the ordinary course of business) and (b) the application of purchase or recapitalization accounting.

164“Consolidated EBITDA”: for any period, for the Borrower and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP, an amount equal to Consolidated Net Income for such period plus

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

(i)Consolidated Interest Expense for such period,

(ii)consolidated income tax expense for such period,

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

(iv)all extraordinary charges during such period and costs, expenses, awards and the amount of any judgment actually paid in connection with the ongoing proceedings brought by Power Integrations against the Target and any successor-in-interest or Affiliate thereof,

(v)noncash expenses during such period resulting from the grant of stock options and restricted stock, restricted stock units or other awards to management, directors, consultants or employees of the Borrower or any of its Restricted Subsidiaries,

(vi)any non-recurring fees, expenses or premiums related to the redemption, repayment or repurchase of any securities of the Borrower,

(vii)(A) cash restructuring expenses to the extent expensed, including all non-recurring restructuring costs, facilities relocation costs, acquisition integration costs and fees in connection therewith, including cash severance payments and (B) the amount of “run rate” cost savings, operating expense reductions, other operating improvements and synergies projected by the Borrower in good faith to be realized as a result of the Transactions or any Significant Transaction after the Closing Date (calculated on a pro forma basis as though such cost savings, operating expense reductions, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions, other operating improvements and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that (x) such cost savings, operating expense reductions, other operating improvements and synergies are reasonably anticipated to be realized and factually supportable and quantifiable in the good faith judgment of the Borrower, (y) such actions are to be taken within (I) in the case of any such cost savings, operating expense reductions, other operating improvements and synergies in connection with the Transactions, not later than eighteen (18) months after the Closing Date, and (II) in all other cases, within 18 months after the consummation of the Significant Transaction, which is expected to result in such cost savings, expense reductions, other operating improvements or synergies and (z) and no cost savings, operating expense reductions and synergies shall be added pursuant to this clause (vii)(B) to the extent duplicative of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period (with the total add-back pursuant to this clause (vii)(B) or pursuant to Section 1.4(c) in respect of Significant Transactions after the Closing Date to be limited to 25% of Consolidated EBITDA in any period of four consecutive fiscal quarters of the Borrower (determined after giving effect to any add-backs pursuant to this clause (vii)(B)),

(viii)all other noncash expenses or losses of the Borrower or any of its Restricted Subsidiaries for such period (excluding any such expense or loss that constitutes an accrual of or a reserve for cash payments to be made in any future period),

(ix)any non-recurring fees, expenses or charges recognized by the Borrower or any of its Restricted Subsidiaries for such period related to any offering of capital stock, incurrence of Indebtedness or Permitted Acquisition including, for the avoidance of doubt, the Transactions, and minus

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

(i)any extraordinary gains for such period,

(ii)all noncash items increasing Consolidated Net Income for such period (excluding any items that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period) and

(iii)all gains during such period attributable to any sale or disposition of assets (other than in the ordinary course of business).

165“Consolidated First Lien Indebtedness”: at any date, Consolidated Total Indebtedness outstanding on such date that is secured by a Lien on any asset or property of the Borrower or any Restricted Subsidiary but excluding any such Indebtedness in which the applicable Liens are expressly subordinated and junior to the Liens securing the Obligations pursuant to intercreditor arrangements reasonably satisfactory to the Administrative Agent.

166“Consolidated Interest Expense”: for any period, the interest expense (including without limitation interest expense under Finance Lease Obligations that is treated as interest in accordance with GAAP) of the Borrower and its Restricted Subsidiaries calculated on a consolidated basis for such period with respect to all outstanding Indebtedness of the Borrower and its Restricted Subsidiaries allocable to such period in accordance with GAAP (including, without limitation, net costs under interest rate Hedge Agreements to the extent such net costs are allocable to such period in accordance with GAAP).

167“Consolidated Net Income”: for any period, the net income or loss of the Borrower and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, provided that there shall be excluded from such net income or loss (a) the income of any Person (other than a consolidated Restricted Subsidiary) in which any other Person (other than the Borrower or any consolidated Restricted Subsidiary or any director holding qualifying shares in compliance with applicable law) owns Capital Stock, except to the extent of the amount of dividends or other distributions actually paid to the Borrower or any of the consolidated Restricted Subsidiaries by such Person during such period and (b) the income or loss of any Person accrued prior to the date on which it becomes a Restricted Subsidiary or is merged into or consolidated with the Borrower or any consolidated Restricted Subsidiary or the date on which such Person’s assets are acquired by the Borrower or any consolidated Restricted Subsidiary.

168“Consolidated Total Tangible Assets” as of the date of any time of determination thereof, the aggregate amount of all assets (as reflected on a consolidated balance sheet of Borrower and its Restricted Subsidiaries) after deducting therefrom all goodwill, Intellectual Property, unamortized debt discount and expenses and capitalized research and development costs (to the extent included in said aggregate amount of assets) and other like intangibles, as set forth on the most recent consolidated balance sheet of Borrower and its Restricted Subsidiaries and calculated on a consolidated basis in accordance with GAAP (excluding any portion thereof attributable to Investments in Unrestricted Subsidiaries and other non-Subsidiary Investments), with such pro forma adjustments as are appropriate.

169“Consolidated Total Indebtedness”: as of the date of any determination thereof, without duplication, the sum of (a) the aggregate Indebtedness of the Borrower and its Restricted Subsidiaries calculated on a consolidated basis as of such time in accordance with GAAP, including any

Convertible Notes, and (b) Indebtedness of the type referred to in clause (a) hereof of another Person guaranteed by the Borrower or any of its Restricted Subsidiaries.

170“Consolidated Total Net Leverage Ratio”: at any date, the ratio of (a) Consolidated Total Indebtedness as of such date minus the aggregate amount of the unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries as of such date, to (b) Consolidated EBITDA as of the last day of the Reference Period then most recently ended.

171“Consolidated Working Capital”: at any date, the excess of Consolidated Current Assets on such date over Consolidated Current Liabilities on such date.

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

173“Convertible Notes”: collectively, the 2023 Convertible Notes, the 2027 Convertible Notes and any Permitted Convertible Notes issued pursuant to the Convertible Notes Indentures.

174“Convertible Notes Documents”: collectively, the Convertible Notes Indentures, the Convertible Notes and all other documents executed and delivered with respect to the Convertible Notes or Convertible Notes Indentures.

175“Convertible Notes Indentures”: collectively, the 2023 Convertible Notes Indenture, the 2027 Convertible Notes Indenture and any indenture entered into to issue Permitted Convertible Notes.

176“Corporate Family Rating”: an opinion issued by Xxxxx’x of a corporate family’s ability to honor all of its financial obligations that is assigned to a corporate family as if it had a single class of debt and a single consolidated legal entity structure.

177“Corporate Rating”: an opinion issued by S&P of an obligor’s overall financial capacity (its creditworthiness) to pay its financial obligations.

178“Covered Entity” means any of the following:

(1) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(2) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(3) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

179“Covered Party” has the meaning assigned to such term in Section 11.21.

180“CSA Amount”: in respect of any applicable period set forth in the Borrower’s 10-Q or 10-K filed with the SEC and without duplication, an amount equal to (a) the Domestic R&D Expenses for such period multiplied by the Foreign CSA Allocation Ratio for such period minus (b) the aggregate amount of all payments in respect of Intercompany R&D made by any Loan Party during such period to any Foreign Subsidiary multiplied by the applicable U.S. CSA Allocation Ratio for such period.

181“DBNY”: as defined in the recitals to this Agreement.

182“DBSI”: Deutsche Bank Securities Inc.

183“Debtor Relief Laws”: the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Requirements of Laws of the United States or other applicable jurisdictions from time to time in effect.

184“Declined Prepayments”: as defined in Section 4.2(g).

185“Default”: any of the events specified in Section 9.1 or 9.2, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

186“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

187“Defaulting Lender”: subject to Section 3.15(c), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s good-faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (ii) pay to the Administrative Agent, any Issuing Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two (2) Business Days of the date when due or (iii) pay over to any Loan Party any other amount required to be paid by it within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or any Issuing Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good-faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect Parent Company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect Parent Company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 3.15(c)) upon delivery of written notice of such determination to the Borrower, each Issuing Lender and each Lender.

188“Deposit Account”: a demand, time savings passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

189“Designated Permitted Dispositions”: any Disposition set forth on Schedule 8.5 of the Disclosure Letter.

190“Disclosure Letter”: the disclosure letter, dated as of the date hereof, delivered by the Borrower to the Administrative Agent for the benefit of the Lenders.

191“Disposition”: with respect to any Property, any sale, lease, license, sub-license, sale and leaseback, assignment, conveyance, transfer or other disposition thereof. The term “Dispose” shall have a correlative meaning.

192“Disqualified Capital Stock”: any Capital Stock that is not Qualified Capital Stock.

193“Disqualified Institution”: each of (a) certain Persons identified in writing to the Lead Arrangers and the Administrative Agent prior to date hereof, (b) bona fide competitors of the Borrower, the Target and their respective Subsidiaries, including Persons whose net sales are primarily derived from semiconductors, in each case specified by the Borrower to the Lead Arrangers and the Administrative Agent prior to the date hereof and as may be identified by reasonable written notice to the Administrative Agent from time to time, or (c) Affiliates of such Persons set forth in clauses (a) and (b) that are clearly identifiable on the basis of such Affiliate’s name; provided that to the extent Persons are identified as Disqualified Institutions in writing by the Borrower to the Administrative Agent after the Closing Date pursuant to clause (b), the inclusion of such Persons as Disqualified Institutions shall not apply retroactively to disqualify any parties that have previously properly acquired an assignment or participation interest in respect of any Loan under this Agreement; provided, further, that other than a Person which is excluded pursuant to clause (a) or clause (c) by reference to clause (a), a bona fide competitor or an affiliate of a bona fide competitor shall not include any bona fide debt fund or investment vehicle that is primarily engaged in, or that advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course and with respect to which the bona fide competitor does not, directly or indirectly, possess the power to direct or cause the direction of the investment policies of such entity.

194“Dollar Amount” of any currency at any date shall mean (a) the amount of such currency if such currency is Dollars or (b) the equivalent amount thereof in Dollars if such currency is a Foreign Currency, calculated on the basis of the Exchange Rate for such currency, on or as of the most recent Computation Date provided for in Section 1.3.

195“Dollars” and “$”: dollars in lawful currency of the United States.

196“Domestic R&D Expenses”: in respect of any applicable period set forth in the Borrower’s 10-Q or 10-K filed with the SEC and without duplication, all expenses incurred by a Loan Party from time to time and recorded to "research and development" on such 10-Q or 10-K filed with the SEC.

197“Domestic Subsidiary”: any Subsidiary of the Borrower that is a “United States Person,” as defined in the Code, other than a Foreign Subsidiary.

198“DQ List”: as defined in Section 11.6(k)(iv).

199“Dutch Auction”: as defined in Section 11.6(j).

200“Earn-Out Obligations”: those certain unsecured obligations of the Borrower or any Restricted Subsidiary arising in connection with any acquisition of assets or businesses permitted under Section 8.7 to the seller of such assets or businesses and the payment of which is dependent on the future earnings or performance of such assets or businesses and contained in the agreement relating to such acquisition or in an employment agreement delivered in connection therewith.

201“ECF Percentage”: 50%; provided that so long as no Default or Event of Default shall exist, with respect to each fiscal year of the Borrower commencing with the fiscal year ending December 31, 2016, the ECF Percentage shall be reduced to 25% if the Consolidated Total Net Leverage Ratio, calculated as of the last day of such fiscal year is equal to or less than 2.75 to 1.00 and to 0% if the Consolidated Total Net Leverage Ratio, calculated as of the last day of such fiscal year is equal to or less than 2.00 to 1.00.

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

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

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

202 “Eighth Amendment”: that certain Eighth Amendment to Credit Agreement, dated as of June 23, 2020 among the Borrower, the Subsidiary Guarantors, the Administrative Agent, the Collateral Agent and certain of the Lenders.

203“Eighth Amendment Effective Date”: as defined in the Eighth Amendment.

204“Eligible Assignee”: any Assignee permitted by and consented to in accordance with Section 11.6(b); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include (a) the Borrower or any of its Subsidiaries, (b) any natural person or (c) any Disqualified Institution.

205“Environmental Laws”: any and all applicable foreign, federal, state, provincial, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health, preservation or restoration of natural resources, Materials of Environmental Concern, or the environment, as now or may at any time hereafter be in effect.

206“Environmental Liability”: any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, administrative oversight costs, fines, penalties or indemnities), of, the Borrower or any Restricted Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Materials of Environmental Concern, (c) exposure to any Materials of Environmental Concern, (d) the Release or threatened Release of any Materials of Environmental

Concern into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

207“ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to time.

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

209“ERISA Event”: (a) any Reportable Event; (b) the failure to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

210“Escrow Account”: as defined in the Escrow Agreement.

211“Escrow Agent”: MUFG Union Bank, N.A., in its capacity as escrow agent under the Escrow Agreement, together with its successors and assigns in such capacity.

212“Escrow Agreement”: Escrow Agreement, dated as of the Closing Date, among the Borrower, the Administrative Agent, the Collateral Agent and the Escrow Agent.

213“Escrow Conditions”: as defined in Section 6.2.

214“Escrow Conditions Deadline”: November 18, 2016.

215“Escrow Property”: as defined in the Escrow Agreement.

216“Escrow Proceeds”: means the proceeds from the Closing Date Term Loans paid into the Escrow Account with the Escrow Agent on the Closing Date and any other amounts paid (or caused to be paid) by the Borrower into such Escrow Account. The term “Escrow Proceeds” shall include any interest earned on the amounts held in escrow.

“EU Bail-In Legislation Schedule”: the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

217 “euro”: the single currency of the Participating Member States.

218“Eurocurrency”: when used in reference to a currency means an Agreed Currency and when used in reference to any Loan or Borrowing, means that such Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Adjusted LIBO Rate.

219“Eurocurrency Tranche”: the collective reference to Eurocurrency Loans under a particular Facility the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).

220“Event of Default”: any of the events specified in Section 9.1 or 9.2; provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

221“Excess Cash Flow”: for any fiscal year of the Borrower, the excess, if any, of

(a)the sum, without duplication, of

(i)Consolidated Net Income (or loss) for such fiscal year,

(ii)the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Consolidated Net Income,

(iii)Consolidated Working Capital Adjustment for such fiscal year, and

(iv)the aggregate net amount of non-cash loss on the Disposition of Property by the Borrower and its Restricted Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income, over

(b)the sum, without duplication, of the amount of:

(i)all non-cash credits included in arriving at such Consolidated Net Income,

(ii)the aggregate amount actually paid by the Borrower and its Restricted Subsidiaries in cash during such fiscal year on account of Capital Expenditures and Investments permitted pursuant to Section 8.7(h), (s), (t) and (x) (excluding (A) the principal amount of Indebtedness (other than Revolving Loans) incurred to finance such expenditures (but including repayments of any such Indebtedness incurred during such period or any prior period to the extent such repaid amounts may not be reborrowed) and (B) any such expenditures financed with the proceeds of any Reinvestment Deferred Amount) in each case to the extent financed with Internally Generated Cash made during such fiscal year,

(iii)the aggregate amount of all regularly scheduled principal payments of Indebtedness (including the Term Loans and the SMBC Term Loan), including payments at stated maturity (including any Convertible Notes or the SMBC Term Loan), of the Borrower and its Restricted Subsidiaries made during such fiscal year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder) to the extent financed with Internally Generated Cash made during such fiscal year,

(iv)the aggregate amount of (A) all mandatory payments of Indebtedness of the Borrower and its Restricted Subsidiaries (excluding the Convertible Notes), (B) all voluntary payments of Indebtedness that is pari passu in right of payment with the Loans (excluding the Term Loans and the Convertible Notes) of the Borrower and its Restricted Subsidiaries, and (C) with respect to the Convertible Notes, (x) any cash payments in connection with any mandatory redemption, repurchase or put right, (y) any cash payment with respect to any cash “net settlement” upon a conversion relating to the

principal portion of the conversion value of the 2026 Convertible Notes or (z) cash payments in lieu of issuing fractional shares in connection with any conversion of Convertible Notes into Capital Stock of the Borrower, in each case, made during such fiscal year to the extent financed with Internally Generated Cash made during such fiscal year,

(v)cash payments made in satisfaction of noncurrent liabilities (excluding payments of Indebtedness for borrowed money) (to the extent financed with Internally Generated Cash made during such fiscal year),

(vi)cash payments made in connection with recognition of other non-current assets,

(vii)Restricted Payments permitted pursuant to Section 8.6(e) and (g)(i) made by Borrower or any Restricted Subsidiary in cash to a Person other than the Borrower or a Restricted Subsidiary to the extent financed with Internally Generated Cash made during such fiscal year,

(viii)customary fees, expenses or charges paid in cash related to any permitted Investments (including Permitted Acquisitions) and Dispositions permitted under Section 8.5 hereof to the extent financed with Internally Generated Cash made during such fiscal year, and

(ix)any premium paid in cash during such period in connection with the prepayment, redemption, purchase, defeasance or other satisfaction prior to scheduled maturity of Indebtedness permitted to be prepaid, redeemed, purchased, defeased or satisfied hereunder to the extent financed with Internally Generated Cash made during such fiscal year.

222“Excess Cash Flow Application Date”: as defined in Section 4.2(c).

223“Excess Cash Flow Payment Period”: with respect to the prepayment required on each Excess Cash Flow Application Date, the immediately preceding fiscal year of the Borrower.

224“Exchange Act”: as defined in Section 7.2(e).

225“Exchange Rate”: on any day, with respect to any Foreign Currency, the rate at which such Foreign Currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m., Local Time, on such date on the Reuters World Currency Page for such Foreign Currency. In the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate with respect to such Foreign Currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be reasonably selected by the Administrative Agent (and promptly notified to the Borrower upon request) or, in the event no such service is selected, such Exchange Rate shall instead be calculated on the basis of the arithmetical mean of the buy and sell spot rates of exchange of the Administrative Agent for such Foreign Currency on the London market at 11:00 a.m., Local Time, on such date for the purchase of Dollars with such Foreign Currency, for delivery two (2) Business Days later (which rate shall be promptly notified to the Borrower upon request); provided, that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with the Borrower, may use any reasonable method it deems appropriate to determine such rate (and which rate shall be promptly notified to the Borrower upon request), and such determination shall be conclusive absent manifest error.

226“Excluded Indebtedness”: all Indebtedness permitted by Section 8.2.

227“Excluded Information”: any non-public information with respect to the Borrower or its Subsidiaries or any of their respective securities to the extent such information could have a material effect upon, or otherwise be material to, an assigning Term Lender’s decision to assign Term Loans or a purchasing Term Lender’s decision to purchase Term Loans.

228“Excluded Swap Obligation”: with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

229“Excluded Taxes”: any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 4.13) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 4.10(b), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with paragraph (g) or paragraph (i) of Section 4.10 and (d) any U.S. federal withholding Taxes imposed under FATCA.

230“Existing Credit Agreement”: as defined in the recitals to this Agreement.

231“Extended Revolving Commitment”: any Class of Revolving Commitments the maturity of which shall have been extended pursuant to Section 2.6.

232“Extended Revolving Loan”: any Revolving Loans made pursuant to the Extended Revolving Commitments.

233“Extended Term Loan”: any Class of Term Loans the maturity of which shall have been extended pursuant to Section 2.6.

234“Extension”: as defined in Section 2.6(a).

235“Extension Amendment”: an amendment to this Agreement (which may, at the option of the Administrative Agent and the Borrower, be in the form of an amendment and restatement of this Agreement) among the Loan Parties, the applicable extending Lenders, the Administrative Agent and,

to the extent required by Section 2.6, each Issuing Lender implementing an Extension in accordance with Section 2.6.

236“Extension Offer”: as defined in Section 2.6(a).

237“Facility”: each of (a) the Revolving Facility (including, if applicable, any Incremental Revolving Commitment) and (b) the Term Facility (including, if applicable, any Incremental Term Facility) and “Facilities”, collectively, all of the foregoing.

238“FATCA”: Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code, and any U.S. or non-U.S. fiscal or regulatory legislation, rules, guidance, notes or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code or analogous provisions of non-U.S. law.

239“Federal Funds Rate”: for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the immediately preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

240“Fee Letter”: that certain Fee Letter, dated as of November 18, 2015 among the Borrower, DBNY, DBSI, BoA and MLPFS.

241“FEMA”: the Federal Emergency Management Agency, a component of the U.S. Department of Homeland Security that administers the National Flood Insurance Program.

242“Fifth Amendment”: that certain Fifth Amendment to Credit Agreement, dated as of June 12, 2019.

243“Finance Lease”: any lease of Property classified as a “finance lease” under GAAP, but excluding, for the avoidance of doubt, any Operating Leases or any other non-finance lease.

244“Finance Lease Obligations”: in respect of any Person, the amount of the obligations of such Person under Finance Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with GAAP.

245“Financial Covenant Adjustment Period” means, for each Permitted Acquisition (or series of related Permitted Acquisitions) with aggregate consideration (including any Indebtedness assumed in connection therewith) in excess of $250,000,000, the four consecutive fiscal quarter period commencing with the fiscal quarter in which such Permitted Acquisition (or series of related Permitted Acquisitions) occurred.

246“Financial Covenant Event of Default”: as defined in Section 9.2(c).

247“Financial Covenants”: the financial condition covenants set forth in Section 8.1 hereof.

248“First Amendment”: that certain First Amendment to Credit Agreement, dated as of September 30, 2016 among the Borrower, the Subsidiary Guarantors, the Administrative Agent, the Collateral Agent and certain of the Lenders (including each 2016 Converting Replacement Term Loan Lender, each 2016 New Replacement Term Loan Lender, each 2016 Incremental Term Loan Lender and each Revolving Lender).

249“First Amendment Effective Date”: as defined in the First Amendment.

250“First Amendment Lead Arrangers”: DBSI, MLPFS (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement), HSBC Securities and BMO Capital as joint lead arrangers with respect to the First Amendment.

251“First Lien Net Leverage Ratio”: at any date, the ratio of (a) Consolidated First Lien Indebtedness as of such date minus up to the aggregate amount of the unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries as of such date to (b) Consolidated EBITDA as of the last day of the Reference Period then most recently ended.

252“Foreign Currencies”: Agreed Currencies other than Dollars.

253“Foreign Currency Exposure”: as defined in Section 4.2(h).

254“Foreign Currency Sublimit”: $75,000,000.

255“Foreign CSA Allocation Ratio”: the ratio (expressed as a percentage) obtained by dividing (i) the aggregate amount of revenue with a ship-to location of any jurisdiction located outside the United States, Mexico, Brazil, Puerto Rico, and the United Kingdom by (2) total consolidated revenue set forth in such 10-Q or 10-K, as applicable.

256“Foreign Lender”: any Lender that is not a U.S. Person.

257“Foreign Subsidiary”: (a) any Subsidiary of the Borrower or of the Target, as applicable, (i) that has no material assets other than Capital Stock in one or more Foreign Subsidiaries or (ii) that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code or (b) any other Subsidiary of the Borrower or of the Target, as applicable, for so long as such Subsidiary would not be able to execute a guaranty or pledge without creating an investment in “United States property” (within the meaning of Section 956 of the Code) that could give rise to taxable income for any Loan Party pursuant to Section 956 of the Code. For purposes hereof, any Subsidiary of a Foreign Subsidiary shall be deemed to be a Foreign Subsidiary, unless otherwise mutually agreed between the Administrative Agent and the Borrower.

258“Fourth Amendment”: means that certain Fourth Amendment to Credit Agreement, dated as of May 31, 2018 among the Borrower, the Subsidiary Guarantors, the Administrative Agent, the Collateral Agent, each Issuing Lender, each Revolving Lender, each 2018 Converting Replacement Term B-3 Loan Lender and each 2018 New Replacement Term B-3 Loan Lender.

259“Fourth Amendment Co-Managers”: Compass Bank, Barclays Bank PLC, BOKF, NA, Xxxxxx Xxxxxxx Senior Funding, Inc., KBC Bank N.V., New York Branch and JPMorgan Chase Bank, N.A. as co-managers with respect to the Fourth Amendment.

260“Fourth Amendment Effective Date”: as defined in the Fourth Amendment.

261“Fourth Amendment Lead Arrangers”: DBSI, MLPFS (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement), HSBC Securities, SMBC, BMO Capital and MUFG Bank, Ltd. as joint lead arrangers with respect to the Fourth Amendment.

262“Fronting Exposure”: at any time there is a Defaulting Lender, with respect to any Issuing Lender, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations with respect to Letters of Credit issued by such Issuing Lender other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

263“Funding Office”: the office of the Administrative Agent specified in Section 11.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.

264“Funds Certain Provisions”: as defined in Section 6.2.

265“GAAP”: generally accepted accounting principles in the United States (or, as it relates to any Subsidiary of the Borrower organized under the laws of Canada or any province thereof, generally accepted accounting principles in Canada) as in effect on the date hereof or otherwise as provided in Section 1.2(e).

266“GCA Disclosure Letter”: the disclosure letter in respect of the Guarantee and Collateral Agreement, dated as of the date hereof, delivered by the Borrower to the Administrative Agent for the benefit of the Secured Parties.

267“Governmental Authority”: any nation or government, any state or provincial or other political subdivision thereof, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government (including any supranational bodies such as the European Union or the European Central Bank) and any securities exchange.

268“Governmental Authorization”: all laws, rules, regulations, authorizations, consents, decrees, permits, licenses, waivers, privileges, approvals from and filings with all Governmental Authorities necessary in connection with any Group Member’s business.

269“Group Members”: the collective reference to the Borrower and its Subsidiaries.

270“Guarantee and Collateral Agreement”: the Guarantee and Collateral Agreement executed and delivered by the Borrower and each Subsidiary Guarantor, substantially in the form of Exhibit C, and as amended by the First Amendment.

271“Guarantee Obligation”: as to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital

of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

272“Guarantor”: shall include each Subsidiary Guarantor and the Borrower (solely with respect to its Obligations other than its direct Obligations as a primary obligor (as opposed to a guarantor) under the Loan Documents, any Specified Hedge Agreement or any Specified Cash Management Agreement).

273“Hedge Agreements”: any agreement with respect to any cap, swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or interest rate, commodities and foreign exchange protection agreements or any similar transaction or any combination of these transactions; provided that (a) no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Hedge Agreement and (b) the Convertible Notes shall not be Hedge Agreements.

274“HSBC Securities”: HSBC Securities USA Inc.

275“Immaterial Subsidiary”: each Restricted Subsidiary of the Borrower now existing or hereafter acquired or formed and each successor thereto, which individually, or all such Restricted Subsidiaries in the aggregate, accounts for not more than 2.50% of the Consolidated Total Tangible Assets of the Borrower and its Restricted Subsidiaries, as of the last day of the most recently completed fiscal quarter as reflected on the financial statements for such quarter after giving pro forma effect to any Significant Transactions since the start of such four quarter period and on or prior to the date of determination. Notwithstanding anything to the contrary contained herein, in no event shall any Restricted Subsidiary that owns, or holds an exclusive license in, Material Intellectual Property be designated as an Immaterial Subsidiary.

276“Impacted Interest Period”: as defined in the definition of “LIBO Rate”.

277“Increase Revolving Joinder”: as defined in Section 3.16.

278“Increase Term Joinder”: as defined in Section 2.4.

279“Incremental Equivalent Debt”: Indebtedness of the Borrower issued in accordance with Section 2.5 that is (a) Junior Indebtedness consisting of one or more series of junior lien notes, subordinated notes or senior unsecured notes, in each case, issued in a public offering, Rule 144A or other private placement transaction, a bridge facility in lieu of the foregoing, or junior lien or

subordinated loans, junior lien or unsecured mezzanine Indebtedness or debt securities or (b) Permitted Pari Passu Indebtedness (including a bridge facility in lieu thereof), in each case subject to the terms set forth in Section 2.5.

280“Incremental Lender”: any Person that makes a Loan pursuant to Section 2.4 or 3.16, or has a commitment to make a Loan pursuant to Section 2.4 or 3.16.

281“Incremental Revolving Commitment”: as defined in Section 3.16(a).

282“Incremental Revolving Loans”: as defined in Section 3.16(c).

283“Incremental Term Facility”: as defined in Section 2.4(a).

284“Incremental Term Loan Commitment”: as defined in Section 2.4(a).

285“Incremental Term Loans”: as defined in Section 2.4(c).

286“Indebtedness”: of any Person at any date, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding (i) accounts payable and expenses incurred in the ordinary course of business (including any intercompany accounts payable) and deferred compensation payable to directors, officers or employees of the Borrower or any Subsidiary and (ii) unless the same are reflected as indebtedness or liabilities on the balance sheet of such Person, obligations which are being contested in good faith by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantee Obligations of such Person of Indebtedness of others, (h) all Finance Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (k) all Attributable Receivables Indebtedness of such Person and (l) liquidation value of all Disqualified Capital Stock of such Person. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Notwithstanding anything to the contrary in this paragraph, other than for purposes of Section 8.2 and 9.1(e), the term “Indebtedness” shall not include obligations under Hedge Agreements or Permitted Call Spread Swap Agreements.

287“Indemnified Liabilities”: as defined in Section 11.5(a).

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

289“Indemnitee”: as defined in Section 11.5(a).

290“Initial First Amendment Effective Date”: as defined in the First Amendment.

291“Initial Fourth Amendment Effective Date”: as defined in the Fourth Amendment.

292“Initial Second Amendment Effective Date”: as defined in the Second Amendment.

293“Initial Seventh Amendment Effective Date”: as defined in the Seventh Amendment.

294“Initial Third Amendment Effective Date”: as defined in the Third Amendment.

295“Intellectual Property”: collectively, all United States and foreign (a) patents, patent applications, certificates of inventions, industrial designs (whether established or registered or recorded in the United States or any other country or any political subdivision thereof), together with any and all inventions described and claimed therein, and reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and amendments thereto; (b) trademarks, service marks, certification marks, tradenames, rights in slogans, logos and trade dress, Internet Domain Names, and other source identifiers, whether statutory or common law, whether registered or unregistered, and whether established or registered in the United States or any other country or any political subdivision thereof, together with any and all registrations and applications for any of the foregoing, and reissues, continuations, extensions and renewals thereof and amendments thereto; (c) copyrights (whether statutory or common law, whether established, registered or recorded in the United States or any other country or any political subdivision thereof, and whether published or unpublished), rights in copyrightable subject matter, and all mask works (as such term is defined in 17 U.S.C. Section 901, et seq.), together with any and all registrations and applications therefor, and renewals and extensions thereof and amendments thereto; (d) rights in computer programs (whether in source code, object code, or other form), algorithms, databases, compilations and data, technology supporting the foregoing, and all documentation, including user manuals and training materials, related to any of the foregoing; (e) trade secrets and rights in proprietary or confidential information, data and databases, know-how and proprietary processes, designs, inventions, invention disclosures, engineering or other technical data, financial data, procedures, designs personal information, supplier lists, customer lists, business, production or marketing plans, formulae, methods (whether or not patentable), processes, compositions, schematics, ideas, algorithms, techniques, analyses, proposals, source code, object code and any other similar intangible rights, to the extent not covered by the foregoing, whether statutory or common law, whether registered or unregistered, and whether established or registered in the United States or any other country or any political subdivision thereof; (f) rights to income, fees, royalties, damages and payments now and hereafter due and/or payable under or with respect to any of the foregoing, including, without limitation, damages, claims and payments for past, present or future infringements, misappropriations or other violations thereof, (g) rights and remedies to xxx for past, present and future infringements, misappropriations and other violations of any of the foregoing, and (h) rights, priorities, and privileges corresponding to any of the foregoing or other similar intangible assets throughout the world.

296“Intellectual Property Security Agreements”: an intellectual property security agreement or such other agreement, as applicable, pursuant to which each Loan Party that owns any registered or applied for Intellectual Property grants to the Collateral Agent, for the benefit of the Secured Parties a security interest in such Intellectual Property, in form and substance reasonably satisfactory to the Administrative Agent.

297“Intercompany Note”: the Global Intercompany Note executed and delivered by the Borrower and certain Restricted Subsidiaries, substantially in the form of Exhibit H, or such other

form as the Administrative Agent may agree including to reflect additional tranches of pari passu Indebtedness permitted to be incurred hereunder.

298“Intercompany R&D Services”: services performed pursuant to any applicable R&D Agreement.

299“Intercreditor Agreement”: with respect to any Replacement Facility, Refinancing Notes, Permitted Pari Passu Indebtedness or Second Lien Indebtedness, an intercreditor agreement between the Administrative Agent and the agent, trustee or other representative on behalf of the holders of such Indebtedness, in each case in form and substance reasonably satisfactory to the Administrative Agent.

300 “Interest Payment Date”: (a) as to any ABR Loan, the last day of each March, June, September and December to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurocurrency Loan having an Interest Period of three (3) months or less, the last day of such Interest Period, (c) as to any Eurocurrency Loan having an Interest Period longer than three (3) months, each day that is three (3) months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period and (d) as to any Loan (other than any Revolving Loan that is an ABR Loan), the date of any repayment or prepayment made in respect thereof.

301“Interest Period”: as to any Eurocurrency Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurocurrency Loan and ending, except as provided in clause (iv) below, one, two, three or six months (or to the extent agreed to by all Lenders under the relevant Facility, twelve months) thereafter, as selected by the Borrower in its Committed Loan Notice; and (b) thereafter, each period commencing on the last day of the immediately preceding Interest Period applicable to such Eurocurrency Loan and ending one, two, three or six months (or to the extent agreed by all Lenders under the relevant Facility, twelve months) thereafter, as selected by the Borrower in its Committed Loan Notice to the Administrative Agent no later than 12:00 Noon, New York City time, on the date that is three (3) Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:

(i)any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurocurrency Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;

(ii)no Interest Period shall extend beyond the Revolving Termination Date or beyond the applicable Term Loan Maturity Date, as the case may be;

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

(iv)notwithstanding the foregoing, (A) on the Closing Date, the initial Closing Date Term Loans shall be Eurocurrency Loans with an Interest Period of one week, and the Borrower shall be deemed to have requested that the initial Closing Date Term Loans be continued for one additional one week Interest Period one week thereafter, and (B) for the period from May 2, 2016 until the Acquisition Effective Date, each Interest Period shall be for a period of one month; it being acknowledged and agreed

that the Borrower shall be deemed to have requested that the initial Closing Date Term Loans shall be continued as Eurocurrency Loans with an Interest Period of one month commencing on May 2, 2016.

302“Internally Generated Cash”: with respect to any Person, cash funds of such Person and its Restricted Subsidiaries not constituting (a) proceeds of the incurrence of Indebtedness by such Person or any of its Restricted Subsidiaries, (b) proceeds of any issuance of Capital Stock of such Person, (c) proceeds of any Disposition or any Recovery Event, or (d) cash proceeds of a Permitted Call Spread Swap Agreement received in connection with any exercise or early termination thereof.

303“Internet Domain Names”: all Internet domain names and associated URL addresses.

304“Interpolated Rate”: at any time, for any Interest Period, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBOR Screen Rate for the longest period (for which the LIBOR Screen Rate is available for the applicable currency) that is shorter than the Impacted Interest Period and (b) the LIBOR Screen Rate for the shortest period (for which the LIBOR Screen Rate is available for the applicable currency) that exceeds the Impacted Interest Period, in each case, at such time.

305“Investments”: as defined in Section 8.7.

306“IP Restructure”: such transaction or series of transactions pursuant to which ON Management Ltd. and Quantenna Ltd. shall discontinue as entities existing under the laws of Bermuda and shall continue as entities incorporated or formed (as applicable) in the State of Delaware.

307“IP Restructure Effective Date”: such date that the IP Restructure is consummated.

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

309“Issuer Documents”: with respect to any Letter of Credit, the Application, and any other document, agreement and instrument entered into by an Issuing Lender and the Borrower (or any Subsidiary) or in favor of such Issuing Lender and relating to such Letter of Credit.

310“Issuing Lender”: DBNY, BoA and any Lender that is the issuer with respect to a Letter of Credit listed on Schedule 3.5 of the Disclosure Letter, as applicable, in its capacity as issuer of any Letter of Credit and/or such other Lender or Affiliate of a Lender as the Borrower may select and such Lender or Affiliate of a Lender shall agree to act in the capacity of Issuing Lender hereunder pursuant to this Agreement.

311“Japan JV”: Aizu Fujitsu Semiconductor Manufacturing Ltd.

312“Japanese Yen”: the lawful currency of Japan.

313“Junior Financing”: the Convertible Notes, any Junior Indebtedness or any other Indebtedness of the Borrower or any Restricted Subsidiary that is required to be subordinated in payment, lien priority or any other manner to the Obligations.

314“Junior Financing Documentation”: any documentation governing any Junior Financing.

315“Junior Indebtedness”: Indebtedness of any Person so long as (a) such Indebtedness shall not require any amortization prior to the date that is 181 days after the latest Term Loan Maturity Date; (b) the weighted average maturity of such Indebtedness shall occur after the date that is 181 days following the latest Term Loan Maturity Date; (c) the mandatory prepayment provisions, affirmative and negative covenants and financial covenants shall be no more restrictive (taken as a whole) than the provisions set forth in this Agreement (as determined by the board of directors (including an authorized committee thereof) of the Borrower in good faith); (d) the other terms and conditions of such Indebtedness shall be reasonably satisfactory to the Administrative Agent; (e) such Indebtedness is Permitted Convertible Notes, Permitted Unsecured Indebtedness, Subordinated Indebtedness or Second Lien Indebtedness; (f) if such Indebtedness is Permitted Convertible Notes, Permitted Unsecured Indebtedness, Subordinated Indebtedness or Second Lien Indebtedness, the other terms and conditions contained in the relevant definitions thereof shall be satisfied; and (g) if such Indebtedness is incurred by a Loan Party, such Indebtedness may be guaranteed by another Loan Party so long as (i) such Loan Party shall have also provided a guarantee of the Obligations substantially on the terms set forth in the Guarantee and Collateral Agreement and (ii) if the Indebtedness being guaranteed, or the Lien thereof, is subordinated to the Obligations, such guarantee, or any Lien securing it, shall be subordinated to the guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness.

316“L/C Commitment”: $15,000,000.

317“L/C Disbursement”: a payment made by an Issuing Lender pursuant to a Letter of Credit.

318“L/C Exposure”: as to any Lender, its pro rata portion of the L/C Obligations.

319“L/C Fee”: as defined in Section 3.7(a).

320“L/C Fee Payment Date”: the last day of each March, June, September and December and on the Revolving Termination Date.

321“L/C Obligations”: as at any date of determination, an amount equal to the sum of (a) the aggregate then undrawn and unexpired Dollar Amount of the then outstanding Letters of Credit and (b) the aggregate Dollar Amount of L/C Disbursements under Letters of Credit that have not then been reimbursed pursuant to Section 3.9. For purposes of computing the amount available to be drawn under any Letter of Credit, the Dollar Amount of such Letter of Credit shall be determined in accordance with Section 1.3. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.16 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

322“L/C Participants”: the collective reference to all the Revolving Lenders other than an Issuing Lender.

323“LCA Election”: as defined in Section 1.4(f).

324“LCA Test Date”: as defined in Section 1.4(f).

325“Laws”: collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

326“Lead Arrangers”: (a) collectively, DBSI, MLPFS (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement), BMO Capital, HSBC Securities and SMBC, in its respective capacity as a joint lead arranger under this Agreement, (b) the First Amendment Lead Arrangers, (c) the Second Amendment Lead Arrangers, (d) the Third Amendment Lead Arrangers, (e) the Fourth Amendment Lead Arrangers, (f) the Seventh Amendment Lead Arrangers and (g) the Ninth Amendment Lead Arranger.

327“Lender Election Form”: as to (a) any 2016 Converting Replacement Term Loan Lender, its request to have all of its Term Loans converted into 2016 Converted Replacement Term Loans as set forth in the Lender Election Form completed by such 2016 Converting Replacement Term Loan Lender and delivered to the Administrative Agent prior to the to the Initial First Amendment Effective Date, (b) any 2017 Converting Replacement Term Loan Lender, its request to have all of its 2016 Replacement Term Loans converted into 2017 Converted Replacement Term Loans as set forth in the Lender Election Form completed by such 2017 Converting Replacement Term Loan Lender and delivered to the Administrative Agent prior to the to the Initial Second Amendment Effective Date, (c) any 2017 Converting Replacement Term B-2 Loan Lender, its request to have all of its 2017 Replacement Term Loans converted into 2017 Converted Replacement Term B-2 Loans as set forth in the Lender Election Form completed by such 2017 Converting Replacement Term B-2 Loan Lender and delivered to the Administrative Agent prior to the to the Subsequent Third Amendment Effective Date, (d) any 2018 Converting Replacement Term B-3 Loan Lender, its request to have all of its 2017 Replacement Term B-2 Loans converted into 2018 Converted Replacement Term B-3 Loans as set forth in the Lender Election Form completed by such 2018 Converting Replacement Term B-3 Loan Lender and delivered to the Administrative Agent prior to the to the Subsequent Fourth Amendment Effective Date and (e) any 2019 Converting Replacement Term B-4 Loan Lender, its request to have all of its 2018 Replacement Term B-3 Loans converted into 2019 Converted Replacement Term B-4 Loans as set forth in the Lender Election Form completed by such 2019 Converting Replacement Term B-4 Loan Lender and delivered to the Administrative Agent prior to the to the Initial Seventh Amendment Effective Date.

328“Lenders”: each Revolving Lender, Term Lender and Incremental Lender.

329“Letters of Credit”: as defined in Section 3.5(a).

330“LIBO Rate”: with respect to any Eurocurrency Loan denominated in any Agreed Currency and for any applicable Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for such Agreed Currency for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen or, in the event such rate does not appear on either of such Reuters pages, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion (in each case the “LIBOR Screen Rate”) at approximately 11:00 a.m., London time, on the Quotation Day for such currency and Interest Period;

provided that, if the LIBOR Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; provided, further, that if a LIBOR Screen Rate shall not be available at such time for such Interest Period (the “Impacted Interest Period”), then the LIBO Rate for such currency and such Interest Period shall be the Interpolated Rate; provided, that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. It is understood and agreed that all of the terms and conditions of this definition of “LIBO Rate” shall be subject to Section 4.5.

331“LIBOR Screen Rate”: the meaning assigned to such term in the definition of “LIBO Rate”.

332“LIBOR Swap Equivalent Rate”: 1.51%, which is the rate equal to the seven-year LIBO Rate swap rate as determined by the Administrative Agent as of March 17, 2016, the date of allocation of the Closing Date Term Commitments.

333“Lien”: any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any finance lease having substantially the same economic effect as any of the foregoing).

334“Limited Condition Acquisition”: any Permitted Acquisition whose consummation is not conditioned on the availability of, or on obtaining, third party financing and subject to Section 1.4(f).

335“Loan”: any loans and advances made by the Lenders pursuant to this Agreement or any Increase Term Joinder or Increase Revolving Joinder.

336“Loan Documents”: this Agreement, the Disclosure Letter, the Security Documents, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Notes, the Intercompany Note, the Fee Letter, each Issuer Document, any subordination agreement with respect to Subordinated Indebtedness permitted hereunder and any Intercreditor Agreement.

337“Loan Party”: each of the Borrower and the Subsidiary Guarantors.

338“Local Time”: (a) New York City time in the case a Loan, Borrowing or L/C Disbursement denominated in Dollars and (b) local time in the case of a Loan, Borrowing or L/C Disbursement denominated in a Foreign Currency (it being understood that such local time shall mean London, England time unless otherwise determined by the Administrative Agent).

339“Majority Facility Lenders”: the holders of more than 50% of (a) with respect to each Term Facility, the aggregate unpaid principal amount of the outstanding Term Loans of such Term Facility plus the aggregate principal amount of Term Commitments thereunder and (b) with respect to the Revolving Facility, the Total Revolving Extensions of Credit outstanding under the Revolving Facility (or, prior to any termination of the Revolving Commitments, the holders of more than 50% of the Total Revolving Commitments).

340“Material Adverse Effect”: (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, assets, liabilities (actual or contingent) or condition (financial or otherwise) of the Borrower and its Restricted Subsidiaries taken as a whole; or (b)

a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party.

341“Material Indebtedness”: of any Person at any date, (a) Indebtedness the outstanding principal amount of which exceeds in the aggregate $50,000,000, (b) the SMBC Term Loan and (c) the Convertible Notes.

342“Material Intellectual Property”: Intellectual Property owned by the Borrower or any of its Restricted Subsidiaries (or any intellectual property with respect to which any of the Borrower or any of its Restricted Subsidiaries hold an exclusive license) that is material to the ordinary conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole (as determined by the Borrower in good faith).

343“Materials of Environmental Concern”: any explosive or radioactive (at radiation levels known to be hazardous to human health and safety) substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including, asbestos or asbestos containing materials, urea-formaldehyde insulation, polychlorinated biphenyls, radon gas, infectious or medical wastes, gasoline, petroleum (including crude oil or any fraction thereof) or petroleum products, and all substances or wastes of any nature defined or regulated in or under any Environmental Law.

344“Maturity Limitation Excluded Amount” means, in the case of any Incremental Term Facility, Incremental Revolving Commitments, Incremental Equivalent Debt or any Permitted Refinancing of any of the foregoing, an aggregate amount not to exceed $1,000,000,000.

345“Maximum Rate”: as defined in Section 4.5(e).

346“MergerCo”: as defined in the recitals to this Agreement.

347“Minimum Collateral Amount”: with respect to Cash Collateral consisting of cash or Deposit Account balances, an amount equal to 105% of the Fronting Exposure of all Issuing Lenders with respect to Letters of Credit issued and outstanding at such time.

348“Minimum Condition”: as defined in the Acquisition Agreement.

349“MLPFS