350.0 MILLION CREDIT AGREEMENT dated as of March 5, 2018, among CSG SYSTEMS INTERNATIONAL, INC., as Borrower, THE SUBSIDIARY GUARANTORS PARTY HERETO,

Exhibit 4.50

$350.0 MILLION

CREDIT AGREEMENT

dated as of March 5, 2018,

among

CSG SYSTEMS INTERNATIONAL, INC.,

as Borrower,

THE SUBSIDIARY GUARANTORS PARTY HERETO,

Bank of America, N.A.,

as Administrative Agent, Collateral Agent, Swingline Lender and an Issuing Bank,

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

as Syndication Agent,

COMPASS BANK

and

HSBC BANK USA, NATIONAL ASSOCIATION,

as Co-Documentation Agents,

THE LENDERS PARTY HERETO,

and

THE OTHER ISSUING BANKS PARTY HERETO

XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED

and

XXXXX FARGO SECURITIES, LLC,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

Page

Article I DEFINITIONS 10

SECTION 1.01 Defined Terms.10

SECTION 1.02 Classification of Loans and Borrowings.51

SECTION 1.03 Terms Generally.51

SECTION 1.04 Accounting Terms; GAAP; Pro Forma Basis.52

SECTION 1.05 Resolution of Drafting Ambiguities.52

SECTION 1.06 Rounding.53

SECTION 1.07 Times of Day.53

SECTION 1.08 Letter of Credit Amounts.53

SECTION 1.09 Additional Alternate Currencies.53

Article II THE CREDITS 54

SECTION 2.01 Loans.54

SECTION 2.02 Minimum Amounts; Type; Funding by Lenders; Presumption by Administrative Agent; Cashless Settlement Mechanism.55

SECTION 2.03 Borrowing Procedure.57

SECTION 2.04 Evidence of Debt; Repayment of Loans.58

SECTION 2.05 Fees.59

SECTION 2.06 Interest on Loans.60

SECTION 2.07 Termination and Reduction of Commitments.61

SECTION 2.08 Interest Elections.62

SECTION 2.09 Amortization of Term Loans.64

SECTION 2.10 Optional and Mandatory Prepayments of Loans.64

SECTION 2.11 Alternate Rate of Interest; Successor LIBOR Rate.67

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SECTION 2.12 Yield Protection.69

SECTION 2.13 Breakage Payments.71

SECTION 2.14 Payments Generally; Pro Rata Treatment; Sharing of Setoffs.71

SECTION 2.15 Taxes.73

SECTION 2.16 Mitigation Obligations; Replacement of Lenders.77

SECTION 2.17 Illegality.78

SECTION 2.18 Swingline Loans.79

SECTION 2.19 Letters of Credit.82

SECTION 2.20 Defaulting Lenders.90

SECTION 2.21 Cash Collateral.92

SECTION 2.22 Increase in Commitments.93

Article III REPRESENTATIONS AND WARRANTIES 96

SECTION 3.01 Organization; Powers.96

SECTION 3.02 Authorization; Enforceability.97

SECTION 3.03 No Conflicts.97

SECTION 3.04 Financial Statements; Projections; No Default.97

SECTION 3.05 Properties.98

SECTION 3.06 Intellectual Property.98

SECTION 3.07 Equity Interests and Subsidiaries.99

SECTION 3.08 Litigation; Compliance with Requirements of Law.99

SECTION 3.09 Agreements.99

SECTION 3.10 Federal Reserve Regulations.99

SECTION 3.11 Investment Company Act.100

SECTION 3.12 Use of Proceeds.100

SECTION 3.13 Taxes.100

SECTION 3.14 No Material Misstatements.100

SECTION 3.15 Solvency.101

SECTION 3.16 Employee Benefit Plans.101

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SECTION 3.17 Environmental Matters.101

SECTION 3.18 Insurance.102

SECTION 3.19 Security Documents.102

SECTION 3.20 Anti-Terrorism Laws; Sanctions; Anti-Corruption Laws103

SECTION 3.21 Designation of Senior Indebtedness.104

SECTION 3.22 EEA Financial Institutions.104

Article IV CONDITIONS PRECEDENT 104

SECTION 4.01 Conditions to Effectiveness.104

SECTION 4.02 Conditions to All Credit Extensions.107

Article V AFFIRMATIVE COVENANTS 108

SECTION 5.01 Financial Statements, Reports, etc.108

SECTION 5.02 Litigation and Other Notices.110

SECTION 5.03 Existence; Businesses and Properties.110

SECTION 5.04 Insurance.111

SECTION 5.05 Taxes.111

SECTION 5.06 Employee Benefits.112

SECTION 5.07 Maintaining Records; Access to Properties and Inspections; Annual Meetings.112

SECTION 5.08 Use of Proceeds.113

SECTION 5.09 Compliance with Environmental Laws.113

SECTION 5.10 Additional Collateral; Additional Subsidiary Guarantors.113

SECTION 5.11 Security Interests; Further Assurances.114

SECTION 5.12 Information Regarding Collateral.115

SECTION 5.13 Control Agreements.115

SECTION 5.14 Anti-Corruption Laws.116

SECTION 5.15 Post-Closing Date Matters.116

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Article VI NEGATIVE COVENANTS 116

SECTION 6.01 Indebtedness.116

SECTION 6.02 Liens.118

SECTION 6.03 Sale and Leaseback Transactions.120

SECTION 6.04 Investment, Loan, Advances and Acquisition.121

SECTION 6.05 Mergers and Consolidations.122

SECTION 6.06 Asset Sales.123

SECTION 6.07 Dividends.124

SECTION 6.08 Transactions with Affiliates.125

SECTION 6.09 Financial Covenants.126

SECTION 6.10 Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc.126

SECTION 6.11 Limitation on Certain Restrictions on Subsidiaries.127

SECTION 6.12 Limitation on Issuance of Equity Interests.127

SECTION 6.13 Business.128

SECTION 6.14 Fiscal Year.128

SECTION 6.15 No Further Negative Pledge.128

SECTION 6.16 Compliance with Anti-Terrorism Laws, Sanctions and Anti-Corruption Laws.128

SECTION 6.17 Use of Proceeds.129

Article VII GUARANTEE 129

SECTION 7.01 The Guarantee.129

SECTION 7.02 Obligations Unconditional.129

SECTION 7.03 Reinstatement.131

SECTION 7.04 Subrogation; Subordination.131

SECTION 7.05 Remedies.132

SECTION 7.06 Instrument for the Payment of Money.132

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SECTION 7.07 Continuing Guarantee; Obligations Independent.132

SECTION 7.08 General Limitation on Guarantee Obligations.132

SECTION 7.09 Release of Subsidiary Guarantors.132

SECTION 7.10 Right of Contribution.133

SECTION 7.11 Condition of Borrower; Appointment of Borrower.133

SECTION 7.12 Keepwell.133

Article VIII EVENTS OF DEFAULT 134

SECTION 8.01 Events of Default.134

SECTION 8.02 Remedies upon Event of Default.136

SECTION 8.03 Application of Proceeds.136

Article IX THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT 137

SECTION 9.01 Appointment and Authority.137

SECTION 9.02 Rights as a Lender.138

SECTION 9.03 Exculpatory Provisions.138

SECTION 9.04 Reliance by Agent.140

SECTION 9.05 Delegation of Duties.140

SECTION 9.06 Resignation of Agent.140

SECTION 9.07 Non-Reliance on Agent and Other Lenders.142

SECTION 9.08 Withholding Tax.142

SECTION 9.09 No Other Duties, etc.142

SECTION 9.10 Agent May File Proofs of Claim; Credit Bidding.142

SECTION 9.11 Collateral and Guarantee Matters.144

SECTION 9.12 Hedging Agreements and Treasury Services Agreements.144

SECTION 9.13 Lender ERISA Matters.145

Article X MISCELLANEOUS 146

SECTION 10.01 Notices.146

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SECTION 10.02 Waivers; Amendment.149

SECTION 10.03 Expenses; Indemnity; Damage Waiver.154

SECTION 10.04 Successors and Assigns.156

SECTION 10.05 Survival of Agreement.162

SECTION 10.06 Counterparts; Integration; Effectiveness.163

SECTION 10.07 Severability.163

SECTION 10.08 Right of Setoff.163

SECTION 10.09 Governing Law; SUBMISSION TO Jurisdiction; WAIVER OF VENUE; Service of Process.164

SECTION 10.10 Waiver of Jury Trial.165

SECTION 10.11 Headings.165

SECTION 10.12 Treatment of Certain Information; Confidentiality.165

SECTION 10.13 USA PATRIOT Act Notice and Customer Verification.167

SECTION 10.14 Interest Rate Limitation.167

SECTION 10.15 Obligations Absolute.167

SECTION 10.16 Enforcement.168

SECTION 10.17 Judgment Currency.168

SECTION 10.18 Change of Currency.169

SECTION 10.19 Exchange Rates; Currency Equivalents.169

SECTION 10.20 Payments Set Aside.170

SECTION 10.21 No Advisory or Fiduciary Responsibility170

SECTION 10.22 Electronic Execution.171

SECTION 10.23 Acknowledgement and Consent to Bail-In of EEA Financial Institutions.171

SECTION 10.24 ENTIRE AGREEMENT.171

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ANNEXES

Annex IApplicable Margin

SCHEDULES

Schedule 1.01(a)Subsidiary Guarantors

Schedule 1.01(b)Commitments and Pro Rata Percentages

Schedule 1.01(c)Investment Guidelines

Schedule 1.01(d)Issuing Bank Commitments; Swingline Lender Commitment

Schedule 3.03Governmental Approvals; Compliance with Laws

Schedule 3.07(a)Equity Interests

Schedule 5.15Post-Closing Date Matters

Schedule 6.01(b)Existing Indebtedness

Schedule 6.02(c)Existing Liens

Schedule 6.04(a)Existing Investments

Schedule 10.01Address for Notices; Administrative Agent’s Office

EXHIBITS

Exhibit AForm of Prepayment Notice

Exhibit BForm of Assignment and Assumption

Exhibit CForm of Borrowing Request

Exhibit DForm of Compliance Certificate

Exhibit EForm of Interest Election Request

Exhibit FForm of Joinder Agreement

Exhibit GForm of Letter of Credit Report

Exhibit H-1Form of Term Note

Exhibit H-2Form of Revolving Note

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Exhibit H-3Form of Swingline Note

Exhibit I-1Form of Perfection Certificate

Exhibit I-2Form of Perfection Certificate Supplement

Exhibit JForm of Solvency Certificate

Exhibit K-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders that Are Not Partnerships For U.S. Federal Income Tax Purposes)

Exhibit K-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Exhibit K-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Exhibit K-4Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes)

Exhibit LForm of Notice of Additional Issuing Bank

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CREDIT AGREEMENT

This CREDIT AGREEMENT (this “Agreement”) dated as of March 5, 2018, among CSG SYSTEMS INTERNATIONAL, INC., a Delaware corporation (“Borrower”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I) party hereto, the Lenders party hereto, BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties, as Swingline Lender and as an Issuing Bank, and the other Issuing Banks party hereto.

WITNESSETH:

WHEREAS, Borrower has requested the Lenders to extend credit in the form of (a) Term Loans on the Closing Date, in an aggregate principal amount not in excess of $150.0 million, and (b) Revolving Loans at any time and from time to time on or prior to the last Business Day of the Revolving Availability Period, in an aggregate principal amount at any time outstanding not in excess of $200.0 million.

WHEREAS, Borrower has requested the Swingline Lender to make Swingline Loans, at any time and from time to time prior to the last Business Day of the Revolving Availability Period, in an aggregate principal amount at any time outstanding not in excess of $10.0 million.

WHEREAS, Borrower has requested the Issuing Banks to issue Letters of Credit, at any time and from time to time prior to the Letter of Credit Expiration Date, in an aggregate face amount at any time outstanding not in excess of $25.0 million.

WHEREAS, the proceeds of the Loans and the Letters of Credit are to be used in accordance with Section 3.12.

NOW, THEREFORE, the Lenders are willing to extend such credit to Borrower, and the Issuing Banks are willing to issue Letters of Credit for the account of Borrower and its Subsidiaries, in each case on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

Article I

DEFINITIONS

SECTION 1.01 Defined Terms.

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

“10b5-1 Trading Plan” shall have the meaning assigned to such term in Section 6.07(b).

“2016 Convertible Notes” shall mean the $230.0 million 4.25% Convertible Senior Notes of Borrower due March 15, 2036.

“ABR Borrowing” shall mean a Borrowing comprised of ABR Loans.

“ABR Incremental Term Loan” shall mean any Incremental Term Loan denominated in dollars and bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

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“ABR Loan” shall mean any ABR Term Loan, any ABR Revolving Loan, any ABR Incremental Term Loan or any ABR Replacement Term Loan.

“ABR Replacement Term Loan” shall mean any Replacement Term Loan denominated in dollars and bearing interest at a rate determined by reference to the Alternate Base Rate.

“ABR Revolving Loan” shall mean any Revolving Loan denominated in dollars and bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

“ABR Term Loan” shall mean any Term Loan denominated in dollars and bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

“Acquisition Consideration” shall mean the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided, that, any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Subsidiaries.

“Administrative Agent” shall have the meaning assigned to such term in the preamble hereto and includes each other person appointed as the successor pursuant to Article IX.  The Administrative Agent may perform its duties hereunder from any of its designated branch offices or through any of its affiliates.

“Administrative Agent’s Office” shall mean, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.01 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify Borrower and the Lenders.

“Administrative Questionnaire” shall mean an Administrative Questionnaire available upon request from the Administrative Agent.

“Affiliate” shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified.

“Agent Parties” shall have the meaning assigned to such term in Section 10.01(c).

“Agents” shall mean the Administrative Agent and the Collateral Agent; and “Agent” shall mean any of them.

“Aggregate Revolving Commitments” shall mean, at any time, the aggregate amount of the Revolving Lenders’ Revolving Commitments at such time.  The initial amount of the Aggregate Revolving Commitments on the Closing Date shall be $200.0 million.

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“Agreement” shall have the meaning assigned to such term in the preamble hereto.

“Alternate Base Rate” shall mean, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Effective Rate plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the LIBOR Rate plus 100 basis points; provided, that, if the Alternate Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.  The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Alternate Currency” shall mean each of (a) euros, pounds, and Australian dollars and (b) any other currency (other than dollars) approved in accordance with Section 1.09; provided, that, for each Alternate Currency, such currency is an Eligible Currency.

“Alternate Currency Equivalent” shall mean, at any time, with respect to any amount denominated in dollars, the equivalent amount thereof in the applicable Alternate Currency as determined by the Administrative Agent or an Issuing Bank, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternate Currency with dollars.

“Alternate Currency Revolving Loan” shall mean each Revolving Loan denominated in an Alternate Currency.

“Alternate Currency Sublimit” shall mean an amount equal to the lesser of (a) the Aggregate Revolving Commitments, and (b) $25.0 million.  The Alternate Currency Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.

“Amortization Date” shall mean the last Business Day of each March, June, September and December and the Term Loan Maturity Date.

“Anti-Terrorism Laws” shall mean any Requirement of Law related to terrorism financing or money laundering including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (“USA PATRIOT Act”) of 2001 (Title III of Pub. L. 10756), The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act”, 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959), the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) and Executive Order 13224 (effective September 24, 2001).

“Applicable Commitment Fee Rate” shall mean, for any day, the applicable percentage per annum set forth below under the appropriate caption:

Level	Net Secured Total Leverage Ratio	Commitment Fee Rate
I	> 2.00:1.0	0.375%
II	< 2.00:1.0 but > 1.75:1.0	0.375%
III	< 1.75:1.0 but > 1.50:1.0	0.375%
IV	< 1.50:1.0 but > 1.00:1.0	0.250%
V	< 1.00:1.0	0.200%

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The Applicable Commitment Fee Rate in effect from the Closing Date through the fifth Business Day immediately following the date that financial statements and certificates required by Section 5.01(a) or (b) and Section 5.01(c), respectively, are delivered for the fiscal quarter ending March 31, 2018 shall be determined based on Level V.  The Applicable Commitment Fee Rate shall be subject to the provisions applicable to the Applicable Commitment Fee Rate set forth in Annex I.

“Applicable Margin” shall mean, for any day, (a) with respect to any Loan (other than any Incremental Term Loan or any Replacement Term Loan), the applicable percentage per annum set forth in Annex I under the appropriate caption, (b) with respect to the Incremental Term Loans made pursuant to any Increase Joinder, the percentage(s) per annum set forth in such Increase Joinder, and (c) with respect to the Replacement Term Loans made pursuant to any Replacement Term Loan Facility Amendment, the percentage(s) per annum set forth in such Replacement Term Loan Facility Amendment.

“Applicable Period” shall have the meaning assigned to such term in Annex I.

“Applicable Time” shall mean, with respect to any borrowings and payments in any Alternate Currency, the local time in the place of settlement for such Alternate Currency as may be determined by the Administrative Agent or the applicable Issuing Bank, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“Approved Currency” shall mean each of dollars and each Alternate Currency.

“Approved Fund” shall mean any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Asset Sale” shall mean (a) any conveyance, sale, non-ordinary course lease or sublease, non-ordinary course exclusive license or sublicense, assignment, transfer or other disposition (including by way of merger or consolidation and including any Sale and Leaseback Transaction) of any property, but excluding sales of inventory and dispositions of cash and Cash Equivalents, in each case, in the ordinary course of business, by Borrower or any of its Subsidiaries, and (b) any issuance or sale of any Equity Interests of any Subsidiary of Borrower, in each case, to any person other than (i) Borrower, (ii) any Subsidiary Guarantor or (iii) other than for purposes of Section 6.06, any other Subsidiary.

“Assignment and Assumption” shall mean an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.04(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit B, or any other form (including an electronic documentation form generated by use of an electronic platform) approved by the Administrative Agent.

“Attributable Indebtedness” shall mean, when used with respect to any Sale and Leaseback Transaction, as at the time of determination, the present value (discounted at a rate equivalent to Borrower’s then-current weighted average cost of funds for borrowed money as at the time of determination, compounded on a semi-annual basis) of the total obligations of the lessee for rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction.

“Audited Financial Statements” shall have the meaning assigned to such term in Section 3.04(a).

“Australian dollar” or “A$” shall mean the lawful currency of the Commonwealth of Australia.

“Auto-Extension Letter of Credit” shall have the meaning assigned to such term in Section 2.19(b)(iv).

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“Available Amount” shall mean, as of any date of determination, an amount equal to the total of (a) the sum of (i) $100.0 million, plus (ii) without duplication, (A) an amount equal to 50% of the cumulative Consolidated Net Income for the period (taken as one accounting period) from the beginning of the first fiscal quarter of Borrower commencing on or after the Closing Date to the end of Borrower’s fiscal quarter most recently ended on or prior to such date of determination in respect of which a Compliance Certificate has been delivered as required hereunder (or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit), plus (B) 100% of the Net Cash Proceeds of any Equity Issuances (other than any Preferred Stock Issuances) and the fair market value of all other property and marketable securities received by Borrower in connection with any Equity Issuances (other than any Preferred Stock Issuances), in each case, received by Borrower prior to such date of determination from Equity Issuances (other than any Preferred Stock Issuances) consummated after the Closing Date (provided, that, it is understood and agreed that the amount calculated under clause (a)(ii) shall not be less than $0), minus (b) the sum of (i) the aggregate amount of all Dividends made in reliance on the Available Amount pursuant to Section 6.07(b)(ii) prior to such date of determination, plus (ii) the aggregate amount of all payments, prepayments, redemptions and acquisitions made in reliance on the Available Amount pursuant to Section 6.10(a)(ii)(B) prior to such date of determination.

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

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

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

“Basel III” shall mean, collectively, those certain agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems”, “Basel III: International Framework for Liquidity Risk Measurement, Standards and Monitoring” and “Guidance for National Authorities Operating the Countercyclical Capital Buffer,” each as published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated.

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

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

“Board of Directors” shall mean, with respect to any person, (a) in the case of any corporation, the board of directors of such person, (b) in the case of any limited liability company, the manager, board of managers or other similar person or group of persons in respect of such person, (c) in the case of any limited partnership, the general partner of such person or (d) the functional equivalent of the foregoing.

“Borrower” shall have the meaning assigned to such term in the preamble hereto.

“Borrower Materials” shall have the meaning assigned to such term in Section 10.01(c).

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“Borrowing” shall mean (a) Loans of the same Class, Type and currency, 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, or (b) a Swingline Loan.

“Borrowing Request” shall mean a request by Borrower in accordance with the terms of Section 2.03 or Section 2.18, as applicable, and substantially in the form of Exhibit C, or such other form (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) as shall be approved by the Administrative Agent, appropriately completed and signed by a Responsible Officer of Borrower.

“Business Day” shall mean any 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, or are in fact closed; provided, that, (a) if such day relates to any interest rate settings as to a Eurocurrency Loan denominated in dollars, any fundings, disbursements, settlements and payments in dollars in respect of any such Eurocurrency Loan, or any other dealings in dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Loan, means any such day that is also a London Business Day; (b) if such day relates to any interest rate settings as to a Eurocurrency Loan denominated in euro, any fundings, disbursements, settlements and payments in euro in respect of any such Eurocurrency Loan, or any other dealings in euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Loan, means a TARGET Day; (c) if such day relates to any interest rate settings as to a Eurocurrency Loan denominated in a currency other than dollars or euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and (d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than dollars or euro in respect of a Eurocurrency Loan denominated in a currency other than dollars or euro, or any other dealings in any currency other than dollars or euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

“Capital Assets” shall mean, with respect to any person, all equipment, fixed assets and Real Property or improvements of such person, or replacements or substitutions therefor or additions thereto, that, in accordance with GAAP, have been or should be reflected as additions to property, plant or equipment on the balance sheet of such person.

“Capital Expenditures” shall mean, for any period, without duplication, all expenditures made directly or indirectly by Borrower and its Subsidiaries during such period for Capital Assets (whether paid in cash or other consideration, financed by the incurrence of Indebtedness or accrued as a liability), but excluding any portion of such expenditures attributable solely to acquisitions of property, plant and equipment in Permitted Acquisitions.

“Capital Lease Obligations” of any person shall mean the obligations of such person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP; provided, that, all leases of any person that are or would be characterized as operating leases in accordance with GAAP on the Closing Date (whether or not such operating leases were in effect on such date) shall continue to be considered as operating leases (and not as capital leases) for purposes of this Agreement regardless of any change in GAAP following the date that would otherwise require the accounting for such leases to reflect a right-to-use asset and a lease liability on the consolidated balance sheet of Borrower.

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“Cash Collateralize” shall mean to pledge and deposit with or deliver to the Collateral Agent, for the benefit of one or more of the Issuing Banks or the Lenders, as collateral for LC Obligations or obligations of the Revolving Lenders to fund participations in respect of LC Obligations, (a) cash or deposit account balances, (b) backstop letters of credit entered into on terms, from issuers and in amounts satisfactory to the Collateral Agent and the applicable Issuing Bank, and/or (c) if the Collateral Agent and the applicable Issuing Bank shall agree, in their sole discretion, other credit support, in each case, in dollars and pursuant to documentation in form and substance satisfactory to the Collateral Agent and such Issuing Bank. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” shall mean, as to any person, (a) securities issued, or directly, unconditionally and fully guaranteed or insured, by the United States or any agency or instrumentality thereof (provided, that, the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition by such person; (b) time deposits and certificates of deposit of any Lender or any commercial bank having, or which is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia having, capital and surplus aggregating in excess of $500.0 million and a rating of at least A or the equivalent thereof by S&P or A2 or the equivalent thereof by Xxxxx’x with maturities of not more than one year from the date of acquisition by such person; (c) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) above entered into with any bank meeting the qualifications specified in clause (b) above, which repurchase obligations are secured by a valid perfected security interest in the underlying securities; (d) commercial paper issued by any person incorporated in the United States rated at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Xxxxx’x, and in each case maturing not more than one year after the date of acquisition by such person; (e) investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (a) through (d) above; (f) other Investments permitted by the guidelines set forth in Schedule 1.01(c); (g) demand deposit accounts maintained in the ordinary course of business; and (h) in the case of any Subsidiary of Borrower organized or having a material place of business outside the United States, investments denominated in the currency of the jurisdiction in which such Subsidiary is organized or has a material place of business which are substantially similar to the items specified in clauses (a) through (f) above.

“Casualty Event” shall mean any involuntary loss of title, any involuntary loss of, damage to or any destruction of, or any condemnation or other taking (including by any Governmental Authority) of, any property of Borrower or any of its Subsidiaries.  “Casualty Event” shall include but not be limited to any taking of all or any part of any Real Property of any person, in or by condemnation or other eminent domain proceedings pursuant to any Requirement of Law, or by reason of the temporary requisition of the use or occupancy of all or any part of any Real Property of any person by any Governmental Authority, civil or military, or any settlement in lieu thereof.

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq. and all implementing regulations.

A “Change in Control” shall be deemed to have occurred if:

(a) at any time a “change of control” (or similar event) under and as defined in the documents evidencing, governing or securing any Material Borrowed Indebtedness shall occur and as a result thereof a default or event of default in respect of such Material Borrowed Indebtedness shall exist or Borrower shall become obligated to prepay or redeem, or to offer to prepay or repurchase, such Material Borrowed Indebtedness prior to the final maturity thereof; or

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(b) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause such 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), directly or indirectly, of Voting Stock of Borrower representing more than 35% of the aggregate voting power of the total outstanding Voting Stock of Borrower.

For purposes of this definition, a person shall not be deemed to have beneficial ownership of Equity Interests subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.

“Change in Law” shall mean the occurrence, after the Closing Date, of any of the following: (a) the adoption, phase-in or taking into effect of any law, treaty, order, policy, rule or regulation (or any provision thereof), (b) any change in any law, treaty, order, policy, rule or regulation or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

“Class,” when used in reference to any Loan or any Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Term Loans, Incremental Term Loans, Replacement Term Loans or Swingline Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment, a Term Loan Commitment, an Incremental Term Loan Commitment, a Replacement Term Loan Commitment or the Swingline Lender Commitment, in each case, under this Agreement as originally in effect or pursuant to Section 2.20.

“Closing Date” shall mean March 5, 2018.

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

“Collateral” shall mean, collectively, all of the Security Agreement Collateral and all other property of whatever kind and nature subject or purported to be subject from time to time to a Lien under any Security Document.

“Collateral Agent” shall have the meaning assigned to such term in the preamble hereto and includes each other person appointed as the successor pursuant to Article IX.  The Collateral Agent may perform its duties hereunder from any of its designated branch offices or through any of its affiliates.

“Comcast Warrants” shall mean Borrower’s stock warrants issued to the Comcast Corporation (or its successors or assigns).

“Commitment” shall mean, with respect to any Lender, such Lender’s Revolving Commitment, such Lender’s Term Loan Commitment, such Lender’s Incremental Term Loan Commitments, such Lender’s Replacement Term Loan Commitments or such Lender’s Swingline Lender Commitment, as the context may require.

“Commitment Fee” shall have the meaning assigned to such term in Section 2.05(a).

“Companies” shall mean Borrower and its Subsidiaries; and “Company” shall mean any one of them.

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“Competitor” shall mean any competitor of Borrower or any of its Subsidiaries that is in the same or a similar line of business as Borrower or any of its Subsidiaries and is designated by legal name in writing from time to time by Borrower to the Administrative Agent.

“Compliance Certificate” shall mean a certificate of a Financial Officer of Borrower substantially in the form of Exhibit D.

“Consolidated Amortization Expense” shall mean, for any period, the amortization expense of Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Depreciation Expense” shall mean, for any period, the depreciation expense of Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated EBITDA” shall mean, for any period, for Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, Consolidated Net Income for such period, adjusted by (x) adding thereto, in each case only to the extent (and in the same proportion) deducted in determining such Consolidated Net Income and without duplication:

(a) Consolidated Interest Expense for such period,

(b) Consolidated Amortization Expense for such period,

(c) Consolidated Depreciation Expense for such period,

(d) Consolidated Tax Expense for such period,

(e) fees, expenses, financing costs, severance costs and management bonuses incurred or paid in such period in connection with (i) any Permitted Acquisition (or proposed Permitted Acquisition) or (ii) any business restructuring to the extent included in a footnote or as a separate line item on the financial statements of Borrower and, in either case, required to be expensed under GAAP; provided, that, the aggregate amount added to Consolidated EBITDA pursuant to this clause (e)(ii) shall not exceed 15% of Consolidated EBITDA (calculated without giving effect to the add-back permitted pursuant to this clause (e)(ii)) for such period,

(f) the aggregate amount of all other non-cash charges, expenses or losses reducing Consolidated Net Income (excluding any non-cash charge, expense or loss that results in an accrual of a reserve for cash charges in such period or in any future period and any non-cash charge, expense or loss relating to write-offs, write-downs or reserves with respect to accounts or inventory) for such period,

(g) acquired in-process research and development expenditures for such period that are expensed at the time of or immediately following the acquisition thereof, in a Permitted Acquisition or otherwise,

(h) fees, expenses and financing costs incurred or paid in such period in connection with any incurrence or issuance of any Indebtedness permitted pursuant to the terms of this Agreement (or any proposed incurrence or issuance of any such Indebtedness) or any Equity Issuance (or any proposed Equity Issuance), in each case to the extent required to be expensed under GAAP,

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(i) any amortization or write-down of intangible assets (including goodwill, software and organizational costs) in such period,

(j) contingent consideration paid in such period in connection with a Permitted Acquisition to the extent required to be expensed under GAAP,

(k) non-cash expenses for such period related to equity-based compensation,

(l) amortization or write-off of customer incentive payments in such period treated as contra-revenue under GAAP,

(m) the amount of any minority interest expense or non-controlling interest expense in such period consisting of Subsidiary income attributable to minority Equity Interests of third parties in any non-Wholly Owned Subsidiary,

(n) to the extent actually reimbursed in such period, expenses incurred to the extent covered by indemnification provisions in any agreement in connection with any Permitted Acquisition,

(o) expenses incurred for such period with respect to liability or casualty events or business interruption, to the extent Borrower has a reasonable good faith belief that it or its Subsidiaries will receive net cash proceeds from insurance with respect thereto,

(p) losses incurred in such period in connection with any redemption or repurchases of 2016 Convertible Notes or any other debt securities of Borrower permitted pursuant to the terms of this Agreement, and

(q) rental payments in such period in connection with Attributable Indebtedness and synthetic leases,

and (y) subtracting therefrom, in each case only to the extent (and in the same proportion) included in determining such Consolidated Net Income and without duplication:

(a) the aggregate amount of all non-cash income or gains increasing Consolidated Net Income (other than the accrual of revenue or recording of receivables in the ordinary course of business or any non-cash income or gains to be received in cash in such period or in any future period) for such period,

(b) income created by or relating to contingent consideration in an Asset Sale to the extent recognized as revenue under GAAP for such period, and

(c) gains in such period in connection with any redemption or repurchases of 2016 Convertible Notes or any other debt securities of Borrower permitted pursuant to the terms of this Agreement.

Consolidated EBITDA shall be calculated for all purposes (i) on a Pro Forma Basis to give effect to any Permitted Acquisition or Asset Sale (other than any disposition in the ordinary course of business) consummated at any time on or after the first day of the applicable Test Period and prior to the applicable date of determination as if each such Permitted Acquisition and Asset Sale had been effected on the first day of such period; and (ii) to exclude the effects of adjustments to inventory, property and equipment,

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software and other intangible assets and deferred revenue required or permitted by GAAP resulting from the application of purchase accounting in relation to any Permitted Acquisition.

“Consolidated Indebtedness” shall mean, as at any date of determination, the aggregate amount of all Indebtedness (other than (x) Indebtedness of the types described in clause (h) and clause (j) (as to contingent amounts only) of the definition of “Indebtedness” and (y) Indebtedness of the types described in clause (f) or clause (k) of the definition of “Indebtedness”, or of the type described in the last sentence of the definition of “Indebtedness”, in each case in this clause (y), to the extent that the underlying Indebtedness of others is of the types described in clause (h) and clause (j) (as to contingent amounts only) of the definition of “Indebtedness”) of Borrower and its Subsidiaries as at such date of determination, determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Coverage Ratio” shall mean, for any Test Period, the ratio of (a) Consolidated EBITDA for such Test Period to (b) Consolidated Interest Expense (other than any component of Consolidated Interest Expense described in clauses (c), (d) and, unless actually paid in cash by Borrower or any of its Subsidiaries, (g) of the definition of “Consolidated Interest Expense”) payable in cash on a current basis for such Test Period.

“Consolidated Interest Expense” shall mean, for any period, the total consolidated interest expense of Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP plus, without duplication:

(a) imputed interest on Capital Lease Obligations and Attributable Indebtedness of Borrower and its Subsidiaries for such period;

(b) commissions, discounts and other fees and charges owed by Borrower or any of its Subsidiaries with respect to letters of credit securing financial obligations, bankers’ acceptance financing and receivables financings for such period;

(c) amortization of debt issuance costs, debt discount or premium and other financing fees and expenses incurred by Borrower or any of its Subsidiaries for such period;

(d) cash contributions to any employee stock ownership plan or similar trust made by Borrower or any of its Subsidiaries to the extent such contributions are used by such plan or trust to pay interest or fees to any person (other than Borrower or a Wholly Owned Subsidiary) in connection with Indebtedness incurred by such plan or trust for such period;

(e) all interest paid or payable with respect to discontinued operations of Borrower or any of its Subsidiaries for such period;

(f) the interest portion of any deferred payment obligations of Borrower or any of its Subsidiaries for such period; and

(g) all interest on any Indebtedness of Borrower or any of its Subsidiaries of the type described in clause (f) of the definition of “Indebtedness” for such period;

provided, that, Consolidated Interest Expense shall be calculated after giving effect to Hedging Agreements related to interest rates (including associated costs), on a “hedge” basis, regardless of whether such basis is available under GAAP and excluding xxxx-to-market gains and losses with respect to Hedging Agreements related to interest rates.

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Consolidated Interest Expense shall be calculated on a Pro Forma Basis to give effect to any Indebtedness (other than Indebtedness incurred for ordinary course working capital needs under ordinary course revolving credit facilities) incurred, assumed or permanently repaid or extinguished at any time on or after the first day of the applicable Test Period and prior to the applicable date of determination in connection with any Permitted Acquisition or any Asset Sale as if such incurrence, assumption, repayment or extinguishment had been effected on the first day of such period (with the interest expense on any such Indebtedness bearing interest at a floating rate being determined for periods prior to the date when actually incurred based upon the interest rate thereon in effect on the date of such incurrence).

“Consolidated Net Income” shall mean, for any period, the consolidated net income (or loss) of Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP; provided, that, there shall be excluded from such net income (to the extent otherwise included therein), without duplication:

(a) the net income (or loss) of any person (other than a Subsidiary of Borrower) in which any person other than Borrower and its Subsidiaries has an ownership interest, except to the extent that cash in an amount equal to any such income has actually been received by Borrower or any of its Subsidiaries during such period from such person;

(b) any gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized during such period by Borrower or any of its Subsidiaries upon any Asset Sale (other than any dispositions in the ordinary course of business) by Borrower or any of its Subsidiaries, including any restructuring charges related thereto to the extent required to be expensed in accordance with GAAP;

(c) gains and losses due solely to fluctuations in currency values and the related tax effects determined in accordance with GAAP for such period;

(d) earnings resulting from any reappraisal, revaluation or write-up of assets for such period;

(e) xxxx-to-market gains and losses with respect to Hedging Obligations for such period; and

(f) any unusual, infrequent or nonrecurring gain (or usual, infrequent or nonrecurring loss), together with any related provision for taxes on any such gain (or the tax effect of any such loss), recorded or recognized by Borrower or any of its Subsidiaries during such period.

“Consolidated Tax Expense” shall mean, for any period, the tax expense of Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Contingent Obligation” shall mean, as to any person, any obligation, agreement, understanding or arrangement of such person guaranteeing or intended to guarantee any Indebtedness (“primary obligations”) of any other person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such person, whether or not contingent, (a) to purchase any such primary obligation; (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; (c) 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; (d) with respect to bankers’ acceptances, letters of credit and similar credit arrangements, until a reimbursement obligation arises (which reimbursement obligation shall

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constitute Indebtedness); or (e) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, that, the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or any product warranties.  The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such person may be liable, whether singly or jointly, pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such person is required to perform thereunder) as determined by such person in good faith.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Control Agreement” shall have the meaning assigned to such term in the Security Agreement.

“Credit Extension” shall mean, as the context may require, (a) the making of a Loan by a Lender or (b) an LC Credit Extension.

“CSG SA Holdings” shall mean CSG SA Holdings (Pty) Ltd., a company organized under the laws of South Africa.

“CSG SA Services” shall mean CSG SA Services (Pty) Ltd., a company organized under the laws of South Africa.

“CSG Systems UK Limited” shall mean CSG Systems UK Limited, a company incorporated in England and Wales with company number 07382973 and its registered office at Xxxxx Court, Xxxxxx Xxxxx, Xxxxxx, Xxxxxx XX00 0XX, Xxxxxx Xxxxxxx.

“De Minimis Subsidiary” shall mean, as of any date, any Subsidiary (including any Foreign Subsidiary that becomes a Domestic Subsidiary) with, in the aggregate as of such date, consolidated assets having a book value of less than $2,500,000.

“Debt Issuance” shall mean the incurrence by Borrower or any of its Subsidiaries of any Indebtedness on or after the Closing Date (other than Indebtedness permitted by Section 6.01).

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

“Default” shall mean any event, occurrence or condition which is, or upon notice, lapse of time or both would constitute, an Event of Default.

“Default Rate” shall have the meaning assigned to such term in Section 2.06(c).

“Defaulting Lender” shall mean, subject to Section 2.20(b), 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 Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding

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(each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Bank, the Swingline 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 or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified Borrower, the Administrative Agent, any Issuing Bank or the Swingline 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 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 Borrower, to confirm in writing to the Administrative Agent and 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 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, and the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.20(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to Borrower, each Issuing Bank, the Swingline Lender and each other Lender promptly following such determination.

“Disqualified Capital Stock” shall mean any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the first anniversary of the Final Maturity Date, (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interests referred to in clause (a) above, in each case at any time on or prior to the first anniversary of the Final Maturity Date, or (c) contains any repurchase obligation which may come into effect prior to payment in full of all Obligations; provided, that, any Equity Interests that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the occurrence of a change in control or an asset sale occurring prior to the first anniversary of the Final Maturity Date shall not constitute Disqualified Capital Stock if such Equity Interests provide that the issuer thereof will not redeem any such Equity Interests pursuant to such provisions prior to the repayment in full of the Obligations.

“Disqualified Institution” shall mean (a) Competitors of Borrower and its Subsidiaries, or any Affiliates of any such Competitors, that in each case have been identified by legal name by Borrower in

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writing to the Administrative Agent prior to January 15, 2018 or from time to time following the Closing Date, (b) certain other persons that have been identified by legal name by Borrower in writing to the Administrative Agent prior to January 15, 2018, or (c) any Affiliate of any Competitor or other person identified pursuant to clause (a) or clause (b) that, in each case, is obviously (based solely on the similarity of the legal name of such Affiliate to the name of such Competitor or such other person) an Affiliate of such Competitor or such other person; provided, that, the foregoing shall not apply to retroactively disqualify any person that has previously acquired Loans and/or Commitments via assignment or participation to the extent any such party was not a Disqualified Institution at the time of such assignment or participation.

“Disqualifying Event” shall have the meaning assigned to such term in the definition of “Eligible Currency.”

“Dividend” with respect to any person shall mean that such person has declared or paid a dividend or returned any equity capital to the holders of its Equity Interests or authorized or made any other distribution, payment or delivery of property (other than Qualified Capital Stock of such person) or cash to the holders of its Equity Interests as such, or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for consideration any of its Equity Interests outstanding (or any options or warrants issued by such person with respect to its Equity Interests), or set aside any funds for any of the foregoing purposes, or shall have permitted any of its Subsidiaries to purchase or otherwise acquire for consideration any of the Equity Interests of such person outstanding (or any options or warrants issued by such person with respect to its Equity Interests).

“Dollar Equivalent” shall mean, at any time, (a) with respect to any amount denominated in dollars, such amount, and (b) with respect to any amount denominated in any Alternate Currency, the equivalent amount thereof in dollars as determined by the Administrative Agent or the applicable Issuing Bank, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of dollars with such Alternate Currency.

“dollars” or “$” shall mean lawful money of the United States.

“Domestic EBITDA Percentage” shall mean the percentage of Consolidated EBITDA for the four fiscal quarters most recently ended that is attributable to Companies that are not Foreign Subsidiaries.

“Domestic Holding Company Subsidiary” shall mean a Subsidiary, other than a Foreign Subsidiary, substantially all of whose assets consist of the Equity Interests in controlled foreign corporations within the meaning of Section 957(a) of the Code.

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

“DQ List” shall have the meaning assigned to such term in Section 10.04(h).

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

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

“EEA Resolution Authority” shall mean 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.

“Eligible Assignee” shall mean any person to whom a Lender is permitted to assign Loans and Commitments pursuant to Section 10.04(b).  For the avoidance of doubt, any Disqualified Institution is subject to Section 10.04(h).

“Eligible Currency” shall mean any lawful currency other than dollars that is readily available, freely transferable and convertible into dollars in the international interbank market available to the Lenders or the applicable Issuing Bank, as applicable, in such market and as to which a Dollar Equivalent may be readily calculated.  If, after the designation of any currency as an Alternate Currency, any change in currency controls or exchange regulations or any change in the national or international financial, political or economic conditions are imposed in the country in which such currency is issued, result in, in the reasonable opinion of all affected Lenders (in the case of any Loans to be denominated in an Alternate Currency) or the applicable Issuing Bank (in the case of any Letter of Credit to be denominated in an Alternate Currency), (a) such currency no longer being readily available, freely transferable and convertible into dollars, (b) a Dollar Equivalent no longer being readily calculable with respect to such currency, (c) such currency becoming impracticable for the Lenders or such Issuing Bank, as applicable, or (d) such currency being a currency in which all affected Lenders are not willing, or such Issuing Bank is not willing, as applicable, to make Credit Extensions (any such event referenced in clauses (a), (b), (c) or (d), a “Disqualifying Event”), then the Administrative Agent shall promptly notify the Lenders and Borrower, and such country’s currency shall no longer be an Alternate Currency until such time as the Disqualifying Event(s) no longer exist with respect to such currency.  Within five (5) Business Days after receipt of such notice from the Administrative Agent, Borrower shall repay all Loans in such currency to which the Disqualifying Event(s) applies or convert such Loans into the Dollar Equivalent of Loans in dollars, subject to the other terms contained herein.

“Embargoed Person” shall mean any party that (a) is publicly identified on the most current list of “Specially Designated Nationals and Blocked Persons” published by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo programs, (b) is publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers Act, the Trading With the Enemy Act, or any other Requirement of Law, or (c) is currently the subject or target of OFAC sanctions or embargo programs.

“English Share Charge” shall mean that certain English Share Charge, dated as of the Closing Date, between Borrower and the Collateral Agent.

“Environment” shall mean ambient air, indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata and any other environmental medium and natural resources.

“Environmental Claim” shall mean any claim, notice, demand, order, action, suit, proceeding or other communication alleging liability for or obligation with respect to any investigation, remediation, removal, cleanup, response, corrective action, damages to natural resources, personal injury, property damage, fines, penalties or other costs resulting from, related to or arising out of (a) the presence, Release or threatened Release in or into the Environment of Hazardous Material at any location or (b) any violation

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or alleged violation of any Environmental Law, and shall include any claim seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from, related to or arising out of the presence, Release or threatened Release of Hazardous Material or alleged injury or threat of injury to health, safety or the Environment.

“Environmental Law” shall mean any and all present and future treaties, laws, statutes, ordinances, regulations, rules, decrees, orders, judgments, consent orders, consent decrees, code or other binding requirements, and the common law, relating to the Environment, the Release or threatened Release of pollutants, contaminants or hazardous or toxic materials, natural resources or natural resource damages, or human or occupational safety or health as it relates to human exposure to hazardous materials.

“Environmental Permit” shall mean any permit, license, approval, registration, notification, exemption, consent or other authorization required by or from a Governmental Authority under Environmental Law.

“Equity Interest” shall mean, with respect to any person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such person, including, if such person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, whether outstanding on or issued after the Closing Date, but excluding debt securities convertible or exchangeable into such equity.

“Equity Issuance” shall mean, without duplication, (a) any issuance or sale by Borrower on or after the Closing Date of any Equity Interests in Borrower (including any Equity Interests issued upon exercise of any warrant or option) or any warrants or options to purchase Equity Interests or (b) any contribution to the capital of Borrower.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“ERISA Affiliate” shall mean, with respect to any person, any trade or business (whether or not incorporated) that, together with such person, is treated as a single employer under Section 414 of the Code.

“ERISA Event” shall mean (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived by regulation); (b) with respect to a Plan, the failure to satisfy the minimum funding standards of Sections 412 and 430 of the Code and Section 302 of ERISA, whether or not waived; (c) the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (d) 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; (e) the incurrence by any Loan Party or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (f) a determination that any Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA); (g) the receipt by any Loan Party or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, or the occurrence of any event or condition which could reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (h) the incurrence by any Loan Party or any of its ERISA Affiliates of any liability with respect to the withdrawal from any Plan or Multiemployer Plan; (i) the receipt by any Loan Party or any of its ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a

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determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA or in endangered or critical status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (j) the “substantial cessation of operations” within the meaning of Section 4062(e) of ERISA with respect to a Plan; (k) the making of any amendment to any Plan which could result in the imposition of a lien or the posting of a bond or other security; and (l) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could reasonably be expected to result in liability to any Loan Party.

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

“euro” or “ €” shall mean the single currency of the Participating Member States.

“Eurocurrency Borrowing” shall mean a Borrowing comprised of Eurocurrency Loans.

“Eurocurrency Incremental Term Loan” shall mean any Incremental Term Loan bearing interest at a rate based on clause (a) of the definition of “LIBOR Rate” in accordance with the provisions of Article II.

“Eurocurrency Loan” shall mean any Eurocurrency Revolving Loan, any Eurocurrency Term Loan, any Eurocurrency Incremental Term Loan or any Eurocurrency Replacement Term Loan.

“Eurocurrency Replacement Term Loan” shall mean any Replacement Term Loan bearing interest at a rate based on clause (a) of the definition of “LIBOR Rate”.

“Eurocurrency Revolving Loan” shall mean any Revolving Loan bearing interest at a rate based on clause (a) of the definition of “LIBOR Rate” in accordance with the provisions of Article II.

“Eurocurrency Term Loan” shall mean any Term Loan bearing interest at a rate based on clause (a) of the definition of “LIBOR Rate” in accordance with the provisions of Article II.

“Event of Default” shall have the meaning assigned to such term in Section 8.01.

“Excess Amount” shall have the meaning assigned to such term in Section 2.10(f).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Subsidiary” shall mean each of (a) ComTecnet, Incorporated, a New Jersey corporation, (b) CSG International DP, Inc., a California corporation, (c) CSG International Holdings, LLC, a Delaware limited liability company, and (d) Telution, Inc., a Delaware corporation.

“Excluded Swap Obligation” shall mean, with respect to any Loan Party, any obligation (a “Swap Obligation”) to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act, if, and to the extent that, all or a portion of the guarantee of such Loan Party of, or the grant by such Loan Party 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 Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 7.12 and any other “keepwell, support or other agreement” for the benefit of such Loan Party and any and all guarantees of such Loan Party’s Swap Obligations by other Loan Parties) at the

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time the guarantee of such Loan Party, or grant by such Loan Party of a Lien, becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a Master Agreement governing more than one Hedging Agreement, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Hedging Agreements for which such guarantee or Lien is or becomes excluded in accordance with the first sentence of this definition.

“Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender, any Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder, (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 law 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) imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, or become a party to, performed its obligations or received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan or Loan Document), (b) in the case of a Lender (other than an assignee pursuant to a request by Borrower under Section 2.16), any U.S. federal withholding Tax that is imposed on payments resulting from any Requirements of Law that are in effect at the time such Lender becomes a party hereto, except to the extent that such Lender’s assignor, if any, was entitled, immediately prior to such assignment, to receive additional amounts or indemnity payments from the applicable Loan Party with respect to such withholding Tax pursuant to Section 2.15; (c) in the case of a Lender who designates a new lending office, any U.S. federal withholding Tax that is imposed on payments resulting from any Requirements of Law that are in effect at the time of such change in lending office, except to the extent that such Lender was entitled, immediately prior to such change in lending office, to receive additional amounts or indemnity payments from the applicable Loan Party with respect to such withholding Tax pursuant to Section 2.15, (d) any Tax that is attributable to such Lender’s failure to comply with Section 2.15(e), (e) taxes attributable to the failure by a beneficial owner (under applicable tax law) of a payment to provide (to any person prescribed by law to receive) any documentation necessary to claim any applicable exemption from, or reduction of, such taxes, which documentation such beneficial owner was legally eligible to provide or (f) any withholding Taxes imposed under FATCA.

“Existing Credit Agreement” shall mean the Second Amended and Restated Credit Agreement, dated as of February 3, 2015, among Borrower, the subsidiary guarantors party thereto, the lenders party thereto, RBC Capital Markets, Xxxxx Fargo Securities, LLC, HSBC Bank USA, National Association, BBVA Compass and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as joint lead arrangers and joint bookmanagers, HSBC Bank USA, National Association and BBVA Compass, as co-documentation agents, Xxxxx Fargo Bank, National Association, as syndication agent, Royal Bank of Canada, as swingline lender and letter of credit issuer, and Royal Bank of Canada, as administrative agent and as collateral agent.

“Facility Office” shall mean the office designated by the applicable Lender through which such Lender will perform its obligations under this Agreement.

“Facility Termination Date” shall mean the date as of which all of the following shall have occurred: (a) all of the Commitments have terminated, (b) all Obligations have been paid in full in cash (other than contingent indemnification obligations for which no claim has been asserted), and (c) all Letters of Credit have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the Administrative Agent and the applicable Issuing Bank shall have been made).

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“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended version that is substantively comparable), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Effective Rate” shall mean, 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, 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 Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” shall mean that certain fee letter agreement, dated February 12, 2018, among Bank of America, MLPFS and Borrower.

“Fees” shall mean the Commitment Fees, the fees referred to in Section 2.05(b), the LC Participation Fees, the Fronting Fees and the fees referred to in the last sentence of Section 2.05(c).

“Final Maturity Date” shall mean, as of any date of determination, the latest of the Revolving Maturity Date, the Term Loan Maturity Date, any Incremental Term Loan Maturity Date applicable to existing Incremental Term Loans and any Replacement Term Loan Maturity Date applicable to existing Replacement Term Loans.

“Financial Officer” of any person shall mean the chief financial officer, principal accounting officer, treasurer or controller of such person.

“First-Lien Leverage Ratio” shall mean, at any date of determination, the ratio of (a)(i) Consolidated Indebtedness that is secured as of such date, minus (ii) the aggregate amount of any Consolidated Indebtedness that is secured by Liens permitted by Section 6.02(o) as of such date to (b) Consolidated EBITDA for the Test Period most recently ended on or prior to such date.

“Foreign Lender” shall mean any Lender that is not, for United States federal income tax purposes, (a) an individual who is a citizen or resident of the United States, (b) a corporation, partnership or other entity treated as a corporation or partnership created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (c) an estate whose income is subject to U.S. federal income taxation regardless of its source or (d) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of such trust.

“Foreign Plan” shall mean any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by any Loan Party with respect to employees employed outside the United States.

“Foreign Subsidiary” shall mean a Subsidiary (a) that is organized under the laws of a jurisdiction other than the United States or any state thereof or the District of Columbia or (b) that is a direct Subsidiary of a Subsidiary described in clause (a) above.

“Fronting Exposure” shall mean, at any time there is a Defaulting Lender that is a Revolving Lender, (a) with respect to each Issuing Bank, such Defaulting Lender’s Pro Rata Percentage of the

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outstanding LC Obligations other than LC Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Pro Rata Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof.

“Fronting Fee” shall have the meaning assigned to such term in Section 2.05(c).

“Fund” shall mean any person that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Funding Indemnity Letter” shall mean a funding indemnity letter in form and substance reasonably satisfactory to the Administrative Agent.

“GAAP” shall mean generally accepted accounting principles in the United States applied on a consistent basis.

“Governmental Authority” shall mean the government of the United States or any other nation, or of any political subdivision thereof, whether state, provincial, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union, the European Central Bank or the Organisation for Economic Co-operation and Development).

“Governmental Real Property Disclosure Requirements” shall mean any requirement of Environmental Law requiring notification, registration or filing to or with any Governmental Authority in connection with the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any Real Property, facility, establishment or business.

“Guaranteed Obligations” shall have the meaning assigned to such term in Section 7.01.

“Guarantees” shall mean the guarantees issued pursuant to Article VII by each Loan Party.

“Hazardous Materials” shall mean the following: hazardous substances; hazardous wastes; polychlorinated biphenyls (“PCBs”) or any substance or compound containing PCBs; asbestos or any asbestos-containing materials in any form or condition; radon or any other radioactive materials including any source, special nuclear or by-product material; petroleum, crude oil or any fraction thereof; and any other pollutant or contaminant or chemicals, wastes, materials, compounds, constituents or substances, subject to regulation or which can give rise to liability under any Environmental Laws.

“Hedging Agreement” shall mean (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and

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conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Hedging Bank” shall have the meaning assigned to such term in the definition of “Secured Party.”

“Hedging Obligations” shall mean obligations under or with respect to Hedging Agreements.

“Honor Date” shall have the meaning assigned to such term in Section 2.19(c)(i).

“Immaterial Subsidiaries” shall mean any Subsidiaries of Borrower (a) the combined revenues of which constituted, for the period of four fiscal quarters ended on the last day of the most recent fiscal quarter or fiscal year in respect of which financial statements shall have been delivered pursuant to Section 5.01(a) or (b), less than, for all such Subsidiaries in the aggregate, 5% of the consolidated revenues of Borrower and its Subsidiaries for such period and (b) the consolidated assets of which constituted, as at the last day of such period, less than, for all such Subsidiaries in the aggregate, 5% of the consolidated assets of Borrower and its Subsidiaries as of the last day of such period.

“Impacted Loan” shall have the meaning assigned to such term in Section 2.11(a)(i).

“Increase Effective Date” shall have the meaning assigned to such term in Section 2.22(a).

“Increase Joinder” shall have the meaning assigned to such term in Section 2.22(c).

“Incremental Facility” and “Incremental Facilities” shall have the meanings assigned to such terms in Section 2.22(a).

“Incremental Financing Commitments” shall have the meaning assigned to such term in Section 2.22(b).

“Incremental Revolving Increase” and “Incremental Revolving Increases” shall have the meanings assigned to such terms in Section 2.22(a).

“Incremental Term Borrowing” shall mean, with respect to any Incremental Term Loan Facility, a Borrowing comprised of Incremental Term Loans under such Incremental Term Loan Facility.

“Incremental Term Loan” shall have the meaning assigned to such term in Section 2.20(c).

“Incremental Term Loan Commitment” shall mean, as to each Lender with respect to an Incremental Term Loan Facility, the commitment of such Lender to make an Incremental Term Loan under such Incremental Term Loan Facility pursuant to an Increase Joinder; provided, that, at any time after the funding of an Incremental Term Loan Facility, any determination of “Required Lenders” shall include the outstanding amount of all Incremental Term Loans with respect to such Incremental Term Loan Facility.

“Incremental Term Loan Facility” and “Incremental Term Loan Facilities” shall have the meanings assigned to such terms in Section 2.22(a).

“Incremental Term Loan Lender” shall mean a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.

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“Incremental Term Loan Maturity Date” shall have the meaning assigned to such term in Section 2.20(c).

“Indebtedness” of any person shall mean, 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 or accrued (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business); (d) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person; (e) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding deferred compensation, contingent consideration in respect of Permitted Acquisitions and trade accounts payable and accrued obligations incurred in the ordinary course of business); (f) all Indebtedness of others secured by any Lien on property owned or acquired by such person, whether or not the obligations secured thereby have been assumed, but limited to the fair market value of such property; (g) all Capital Lease Obligations, Purchase Money Obligations and synthetic lease obligations of such person; (h) all Hedging Obligations to the extent required to be reflected on a balance sheet of such person; (i) all Attributable Indebtedness of such person; (j) all obligations of such person for the reimbursement of any obligor in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar credit transactions; and (k) all Contingent Obligations of such person in respect of Indebtedness of others of the kinds referred to in clauses (a) through (j) above. 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 that terms of such Indebtedness expressly provide that such person is not liable therefor.

“Indemnified Taxes” shall mean all Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by any Loan Party under any Loan Document.

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

“Information” shall have the meaning assigned to such term in Section 10.12.

“Intec South Africa” shall mean Intec Telecom Systems South Africa (Pty) Ltd., a company organized under the laws of South Africa.

“Intellectual Property” shall have the meaning assigned to such term in Section 3.06(a).

“Interest Election Request” shall mean a request by Borrower to convert or continue a Revolving Borrowing, a Term Borrowing, an Incremental Term Borrowing or a Replacement Term Borrowing in accordance with Section 2.08(b), substantially in the form of Exhibit E, or such other form (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) as shall be approved by the Administrative Agent, appropriately completed and signed by a Responsible Officer of Borrower.

“Interest Payment Date” shall mean (a) with respect to any ABR Loan (including Swingline Loans), the last Business Day of each March, June, September and December to occur during any period in which such Loan is outstanding, (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Loan with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, (c) with respect to any Revolving Loan or any Swingline Loan, the Revolving Maturity Date or such earlier date on which the Revolving Commitments are terminated, (d) with respect to any Term Loan, the Term Loan

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Maturity Date, (e) with respect to any Incremental Term Loan, the Incremental Term Loan Maturity Date applicable to such Incremental Term Loan and (f) with respect to any Replacement Term Loan, the Replacement Term Loan Maturity Date applicable to such Replacement Term Loan.

“Interest Period” shall mean, with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months (or such other period requested by Borrower and consented to by all of the applicable Lenders that is twelve months or less) thereafter (in each case, subject to availability for the interest rate applicable to the relevant currency), as Borrower may elect; provided, that, (a) if Borrower does not make an election of an Interest Period for a Eurocurrency Borrowing in the applicable Borrowing Request or the applicable Interest Election Request, it shall be deemed to have elected an Interest Period of (i) three months, in the case of any Eurocurrency Term Borrowing, any Eurocurrency Incremental Term Borrowing, or any Eurocurrency Replacement Term Borrowing, and (ii) one month, in the case of any Eurocurrency Revolving Borrowing, (b) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (c) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (d) no Interest Period shall extend beyond the applicable Maturity Date of the facility under which such Loan was made.  For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing; provided, that, an Interest Period shall be limited to the extent required under Section 2.03(d)(ii)(E).

“Investments” shall have the meaning assigned to such term in Section 6.04.

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

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

“Issuing Bank” shall mean, as the context may require, (a) Bank of America, in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of such Letters of Credit hereunder, (b) any Revolving Lender selected by Borrower pursuant to Section 2.19(j) from time to time to issue Letters of Credit hereunder (provided, that, no Revolving Lender shall be required to become an Issuing Bank hereunder pursuant to this clause (b) without such Revolving Lender’s consent), or any successor issuer thereof, or (c) any Revolving Lender selected by Borrower (with the prior consent of the Administrative Agent) to replace a Revolving Lender who is a Defaulting Lender at the time of such Revolving Lender’s appointment as an Issuing Bank (provided, that, no Revolving Lender shall be required to become an Issuing Bank hereunder pursuant to this clause (c) without such Revolving Lender’s consent), and any successor issuer thereof.

“Issuing Bank Commitment” shall mean, as to each Issuing Bank, its obligation to issue Letters of Credit pursuant to Section 2.19 in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Issuing Bank’s name on Schedule 1.01(d), as such amount may be adjusted from time to time in accordance with this Agreement.

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“Joinder Agreement” shall mean a joinder agreement substantially in the form of Exhibit F.

“Judgment Currency” shall have the meaning assigned to such term in Section 10.17(a).

“Judgment Currency Conversion Date” shall have the meaning assigned to such term in Section 10.17(a).

“LC Advance” shall mean, with respect to each Revolving Lender, such Revolving Lender’s funding of its participation in any LC Borrowing in accordance with its Pro Rata Revolving Percentage.  All LC Advances shall be denominated in dollars.

“LC Borrowing” shall mean an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced with an ABR Revolving Borrowing.  All LC Borrowings shall be denominated in dollars.

“LC Commitment” shall mean an amount equal to the lesser of (a) $25.0 million and (b) the Aggregate Revolving Commitments.  The LC Commitment is part of, and not in addition to, the Aggregate Revolving Commitments.

“LC Credit Extension” shall mean the issuance of any Letter of Credit, or the amendment, extension or renewal of any existing Letter of Credit, in each case by any Issuing Bank.

“LC Obligations” shall mean, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit, plus the aggregate of all Unreimbursed Amounts (including all LC Borrowings).  For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.08.  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“LC Participation Fee” shall have the meaning assigned to such term in Section 2.05(c).

“LCA Election” shall have the meaning assigned to such term in the definition of “Permitted Acquisition.”

“LCA Test Date” shall have the meaning assigned to such term in the definition of “Permitted Acquisition.”

“Lead Arrangers” shall mean, collectively, (a) 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 Closing Date), in its capacity as a joint lead arranger and a joint bookrunner, and (b) WFS, in its capacity as a joint lead arranger and a joint bookrunner.

“Lender” shall mean (a) each person that is identified as a “Lender” on the signature pages hereto and (b) each person that has become a party to this Agreement as a Lender hereto in accordance with the terms of this Agreement, in each case, and their respective successors and assigns, but excluding, in each case, any such person that has ceased to be a party hereto pursuant to the terms of this Agreement.  Unless the context clearly indicates otherwise, the term “Lender” shall include the Swingline Lender.

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“Lending Office” shall mean, as to any Agent, any Issuing Bank or any Lender, the office or offices of such person described as such in such person’s Administrative Questionnaire, or such other office or offices as such person may from time to time notify Borrower and the Administrative Agent; which office or offices may include any Affiliate of such person or any domestic or foreign branch of such person or such Affiliate.

“Letter of Credit” shall mean any standby letter of credit issued or to be issued by an Issuing Bank for the account of Borrower or any Subsidiary pursuant to Section 2.19.  Letters of Credit may be issued in any Approved Currency.

“Letter of Credit Application” shall mean an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable Issuing Bank.

“Letter of Credit Expiration Date” shall mean the date which is fifteen days prior to the Revolving Maturity Date (or, if such date is not a Business Day, the next preceding Business Day).

“Letter of Credit Report” shall mean a certificate substantially in the form of Exhibit G, or any other form approved by the Administrative Agent.

“LIBOR” shall have the meaning assigned to such term in the definition of “LIBOR Rate.”

“LIBOR Quoted Currency” shall mean dollars, euro, and pounds, in each case, so long as there is a published LIBOR Rate with respect thereto.

“LIBOR Rate” shall mean (a) for any Interest Period, with respect to any Credit Extension (i) denominated in a LIBOR Quoted Currency, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”), or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 11:00 a.m. (London time) on the Rate Determination Date, for deposits in the relevant currency, with a term equivalent to such Interest Period; (ii) denominated in Australian dollars, the rate per annum equal to the Bank Xxxx Swap Reference Bid Rate, or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 10:30 a.m. (Melbourne, Australia time) on the Rate Determination Date with a term equivalent to such Interest Period; and (iii) denominated in any other Non-LIBOR Quoted Currency, the rate per annum as designated with respect to such Alternate Currency at the time such Alternate Currency is approved by the Administrative Agent and the Revolving Lenders pursuant to Section 1.09; and (b) for any interest rate calculation with respect to an ABR Loan on any date, the rate per annum equal to the rate set forth in clause (a)(i) above, at or about 11:00 a.m. (London time) determined two (2) Business Days prior to such date for dollar deposits being delivered in the London interbank market for deposits in dollars with a term of one (1) month commencing that day; provided, that, (A) to the extent a comparable or successor rate is approved by the Administrative Agent in connection with any rate set forth in this definition, the approved rate shall be applied in a manner consistent with market practice; provided, further, that, to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent and (B) if the LIBOR Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

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“LIBOR Screen Rate” shall mean the LIBOR quote on the applicable screen page the Administrative Agent designates to determine LIBOR (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).

“LIBOR Successor Rate” shall have the meaning assigned to such term in Section 2.11(b).

“LIBOR Successor Rate Conforming Changes” shall mean, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Alternate Base Rate, Interest Period, LIBOR Rate, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines in consultation with Borrower).  

“Lien” shall mean, with respect to any property, (a) any mortgage, deed of trust, lien, pledge, encumbrance, claim, charge, assignment, hypothecation, security interest or encumbrance of any kind, including any easement, right-of-way or other encumbrance on title to Real Property, in, on or of such property in each of the foregoing cases whether voluntary or imposed by law; (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such property; and (c) in the case of the Equity Interests of any Subsidiary, any purchase option, call or similar right of a third party with respect to such securities.

“Limited Condition Acquisition” shall have the meaning assigned to such term in Section 2.22(b).

“Loan” shall mean, as the context may require, a Revolving Loan, a Term Loan, an Incremental Term Loan, a Replacement Term Loan or a Swingline Loan.

“Loan Documents” shall mean, collectively, this Agreement, each Issuer Document, the Notes (if any), the Security Documents, each Joinder Agreement, each Increase Joinder, the Fee Letter, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.21, any subordination or intercreditor agreement entered into by the Administrative Agent and/or the Collateral Agent in connection with any Indebtedness permitted pursuant to Section 6.01, and any other document that Borrower and the Administrative Agent have agreed to be a Loan Document (but specifically excluding any Hedging Agreement or a Treasury Services Agreement).

“Loan Parties” shall mean, collectively, Borrower and the Subsidiary Guarantors.

“London Business Day” shall mean any day on which dealings in dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Mandatory Cost” shall mean any amount incurred periodically by any Lender during the term of this Agreement which constitutes fees, costs or charges imposed on lenders generally in the jurisdiction in which such Lender is domiciled, subject to regulation, or has its Facility Office by any Governmental Authority.

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

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“Master Agreement” shall have the meaning assigned to such term in the definition of “Hedging Agreement.”

“Material Adverse Effect” shall mean (a) a material adverse effect on the business, property, results of operations, or financial condition of Borrower and its Subsidiaries, taken as a whole; (b) a material impairment of the ability of the Loan Parties to fully and timely perform any of their payment obligations under any Loan Document; (c) a material impairment of the rights of or benefits or remedies available to the Lenders or any Agent under any Loan Document; or (d) a material adverse effect on the Collateral or the Liens in favor of the Collateral Agent (for its benefit and for the benefit of the other Secured Parties) on the Collateral or the priority of such Liens.

“Material Borrowed Indebtedness” shall have the meaning assigned to such term in Section 6.10(a).

“Maturity Date” shall mean the Revolving Maturity Date, the Term Loan Maturity Date, an Incremental Term Loan Maturity Date or a Replacement Term Loan Maturity Date, as the context may require.

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

“Minimum Collateral Amount” shall mean, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during any period when a Lender constitutes a Defaulting Lender, an amount equal to 105% of the Fronting Exposure of each Issuing Bank with respect to Letters of Credit issued by such Issuing Bank and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.21(a)(i), (a)(ii) or (a)(iii), an amount equal to 105% of the outstanding amount of all LC Obligations, and (c) otherwise, an amount determined by the Collateral Agent and each Issuing Bank in their sole discretion.

“Minimum Domestic Percentage Test” shall mean that, as of the end of the most recently completed fiscal quarter of Borrower for which financial statements shall have been delivered pursuant to Section 5.01(a) or (b) (or, with respect to any such test prior to the delivery of the first financial statements pursuant to Section 5.01(b) after the Closing Date, as of December 31, 2017 and with reference to the Audited Financial Statements), on a Pro Forma Basis, the Domestic EBITDA Percentage is at least 66 2/3%.

“MLPFS” shall mean Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated.

“Moody’s” shall mean Xxxxx’x Investors Service, Inc.

“Multiemployer Plan” shall mean a multiemployer plan within the meaning of Section 4001 (a)(3) or Section 3(37) of ERISA (a) to which any Loan Party or any ERISA Affiliate is then making or accruing an obligation to make contributions; (b) to which any Loan Party or any ERISA Affiliate has within the preceding five plan years made, or had any obligation to make, contributions; or (c) with respect to which any Loan Party or any of its ERISA Affiliates could incur liability.

“Net Cash Proceeds” shall mean:

(a) with respect to any Asset Sale (other than any issuance or sale of Equity Interests), the cash proceeds received by Borrower or any of its Subsidiaries (including cash proceeds subsequently received (as and when received by Borrower or any of its Subsidiaries) in respect of

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non-cash consideration initially received), net of (i) selling expenses (including reasonable brokers’ fees or commissions, legal, accounting and other professional and transactional fees, transfer and similar taxes and Borrower’s good faith estimate of income taxes actually paid or currently payable in connection with such sale); (ii) amounts provided as a reserve, in accordance with GAAP, against (x) any liabilities under any indemnification obligations associated with such Asset Sale or (y) any other liabilities retained by Borrower or any of its Subsidiaries associated with the properties sold in such Asset Sale (provided, that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds); (iii) Borrower’s good faith estimate of payments required to be made with respect to unassumed liabilities relating to the properties sold (provided, that, to the extent such cash proceeds are not used to make payments in respect of such unassumed liabilities, such cash proceeds shall constitute Net Cash Proceeds); (iv) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness which is secured by a Lien on the properties sold in such Asset Sale (so long as such Lien was permitted to encumber such properties under the Loan Documents at the time of such sale) and which is repaid with such proceeds; (v) in the case of any such cash proceeds received (or subsequently received) by any Foreign Subsidiary, any taxes that would be payable in connection with the repatriation of such cash proceeds to Borrower or any Subsidiary Guarantor; and (vi) in the case of any such cash proceeds received (or subsequently received) by any Subsidiary that is not a Wholly Owned Subsidiary, the portion of such proceeds allocable to the holders (other than Borrower and its Subsidiaries) of Equity Interests in such Subsidiary or any intermediate Subsidiary that is not a Wholly Owned Subsidiary;

(b) with respect to any Debt Issuance or any issuance or sale of Equity Interests by Borrower or any of its Subsidiaries, the cash proceeds thereof, net of (i) fees, commissions, costs and other expenses incurred in connection therewith, (ii) in the case of any such cash proceeds received by any Foreign Subsidiary, any taxes that would be payable in connection with the repatriation of such cash proceeds to Borrower or any Subsidiary Guarantor and (iii) in the case of any such cash proceeds received by any Subsidiary that is not a Wholly Owned Subsidiary the portion of such proceeds allocable to the holders (other than Borrower and its Subsidiaries) of Equity Interests in such Subsidiary or any intermediate Subsidiary that is not a Wholly Owned Subsidiary; and

(c) with respect to any Casualty Event, the cash insurance proceeds, condemnation awards and other compensation received in respect thereof, net of (i) all reasonable costs and expenses incurred in connection with the collection of such proceeds, awards or other compensation in respect of such Casualty Event, (ii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness which is secured by a Lien on the property subject to such Casualty Event (so long as such Lien was permitted to encumber such property under the Loan Documents at the time of such Casualty Event) and which is repaid with such cash proceeds, awards or other compensation, (iii) in the case of any such cash proceeds, awards or other compensation received by any Foreign Subsidiary, any taxes that would be payable in connection with the repatriation of such cash proceeds, awards or other compensation to Borrower or any Subsidiary Guarantor and (iv) in the case of any such cash proceeds, awards or other compensation received by any Subsidiary that is not a Wholly Owned Subsidiary, the portion of such proceeds allocable to the holders (other than Borrower and its Subsidiaries) of Equity Interests in such Subsidiary or any intermediate Subsidiary that is not a Wholly Owned Subsidiary.

“Net Secured Total Leverage Ratio” shall mean, at any date of determination, the ratio of (a)(i) Consolidated Indebtedness that is secured as of such date, minus (ii) unrestricted and unencumbered cash and Cash Equivalents of Borrower and its Subsidiaries as of such date to (b) Consolidated EBITDA for the Test Period most recently ended on or prior to such date.

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“Non-Consenting Lender” shall mean any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.02 and (b) has been approved by the Required Lenders.

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

“Non-Extension Notice Date” shall have the meaning assigned to such term in Section 2.19(b)(iv).

“Non-LIBOR Quoted Currency” shall mean any currency other than a LIBOR Quoted Currency.

“Notes” shall mean any notes evidencing the Term Loans, Incremental Term Loans, Replacement Term Loans, Revolving Loans or Swingline Loans, in each case issued pursuant to this Agreement, if any, substantially in the form of Exhibit X-0, X-0 xx X-0.

“Notice of Additional Issuing Bank” shall mean a certificate substantially in the form of Exhibit L or any other form approved by the Administrative Agent.

“Obligation Currency” shall have the meaning assigned to such term in Section 10.17(a).

“Obligations” shall mean (a) obligations of Borrower and the other Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by Borrower and the other Loan Parties under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of any LC Obligations, interest thereon and obligations to provide Cash Collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of Borrower and the other Loan Parties under this Agreement and the other Loan Documents, and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of Borrower and the other Loan Parties under or pursuant to this Agreement and the other Loan Documents; provided, that, Obligations of a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan Party.

“OFAC” shall have the meaning set forth in the definition of “Embargoed Person.”

“Officer’s Certificate” shall mean a certificate executed by a Responsible Officer of Borrower, in such Responsible Officer’s official (and not individual) capacity.

“OID” shall have the meaning assigned to such term in Section 2.22(c)(v).

“Organizational Documents” shall mean, with respect to any person, (a) in the case of any corporation, the articles or certificate of incorporation and by-laws (or similar documents) of such person, (b) in the case of any limited liability company, the certificate of formation and operating agreement (or similar documents) of such person, (c) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar documents) of such person, (d) in the case of any general partnership, the partnership agreement (or similar document) of such person and (e) in any other case, the functional equivalent of the foregoing.

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“Other Taxes” shall mean all present or future stamp, court, documentary, intangible, recording, filing or other similar taxes, charges or levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document (and any interest, additions to tax or penalties applicable thereto).

“Overnight Rate” shall mean, for any day, (a) with respect to any amount denominated in dollars, the greater of (i) the Federal Funds Effective Rate and (ii) an overnight rate determined by the Administrative Agent, the applicable Issuing Bank, or the Swingline Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternate Currency, an overnight rate determined by the Administrative Agent or the applicable Issuing Bank, as the case may be, in accordance with banking industry rules on interbank compensation.

“Participant” shall have the meaning assigned to such term in Section 10.04(d).

“Participant Register” shall have the meaning assigned to such term in Section 10.04(d).

“Participating Member States” shall mean the member states of the European Union that adopt or have adopted the euro as their lawful currency in accordance with the legislation of the European Union relating to Economic and Monetary Union.

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Perfection Certificate” shall mean a certificate in the form of Exhibit I-1, or any other form approved by the Collateral Agent, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

“Perfection Certificate Supplement” shall mean a certificate supplement in the form of Exhibit I-2, or any other form approved by the Collateral Agent.

“Permitted Acquisition” shall mean any transaction for the (a) acquisition of all or substantially all of the property of any person, or of any business or division of any person; or (b) acquisition (including by merger or consolidation) of the Equity Interests of any person that becomes a Subsidiary after giving effect to such transaction; provided, that, each of the following conditions shall be met:

(i) no Event of Default exists or would result after giving effect to such transaction;

(ii) upon giving effect to such transaction on a Pro Forma Basis, (A) Borrower shall be in compliance with the covenants set forth in Sections 6.09(a) and (b) as of the end of the most recently completed fiscal quarter for which Borrower was required to deliver financial statements pursuant to Section 5.01(a) or (b) (or, with respect to any such calculation to be made prior to the delivery of the first financial statements pursuant to Section 5.01(b) after the Closing Date, as of December 31, 2017 and with reference to the Audited Financial Statements), (B) the Total Leverage Ratio shall be at least 0.25 less than the ratio required to be maintained at such time by Section 6.09(a), (C) the First-Lien Leverage Ratio shall be at least 0.25 less than the ratio required to be maintained at such time by Section 6.09(b), (D) the Minimum Domestic Percentage Test shall be satisfied and (E) Borrower and its Subsidiaries shall have unrestricted cash and Cash Equivalents and unused availability under the Aggregate Revolving Commitments of at least $50.0 million in the aggregate;

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(iii) the person or business to be acquired shall be, or shall be engaged in, a business of the type that Borrower and its Subsidiaries are permitted to be engaged in under Section 6.13 (or the assets to be acquired shall be used or useful in such a business);

(iv) in the case of an acquisition of a person whose Equity Interests are publicly listed, the Board of Directors of such person shall not have indicated publicly its opposition to the consummation of such acquisition (which opposition has not been publicly withdrawn);

(v) all transactions in connection therewith shall be consummated in accordance with all applicable material Requirements of Law as reasonably determined by Borrower; and

(vi) with respect to any transaction involving Acquisition Consideration of more than $30.0 million, by the date that is three Business Days prior to the proposed date of consummation of such transaction (or, in the case of a Limited Condition Acquisition for which Borrower has made a LCA Election, three Business Days prior to the proposed date of execution of the definitive documentation for such Limited Condition Acquisition), Borrower shall have delivered to the Administrative Agent an Officer’s Certificate certifying that such transaction complies with this definition (which shall have attached thereto reasonably detailed backup data and calculations showing such compliance);

provided, further, that, in connection with any Limited Condition Acquisition, (1) the condition set forth in clause (i) above shall mean (x) no Event of Default shall have occurred and be continuing at the time of execution of the definitive documentation for such Limited Condition Acquisition, and (y) no Event of Default pursuant to Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing at the time of consummation of such Limited Condition Acquisition (it being understood and agreed that this clause (1) shall not limit the condition set forth in Section 4.02(b) with respect to any proposed Credit Extension to be made in connection with such Limited Condition Acquisition); and (2) for purposes of determining whether the conditions set forth in clause (ii) above have been satisfied in connection with such Limited Condition Acquisition, at the option of Borrower (Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such condition has been satisfied shall be deemed to be the date the definitive documentation governing such Limited Condition Acquisition is executed (the “LCA Test Date”), and if, for the Limited Condition Acquisition, such condition would have been satisfied on the relevant LCA Test Date, such condition shall be deemed to have been satisfied.

“Permitted Liens” shall have the meaning assigned to such term in Section 6.02.

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

“Plan” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA which is maintained or contributed to by any Loan Party or any of its ERISA Affiliates or with respect to which any Loan Party or its ERISA Affiliates could incur liability (including under Sections 4062 or 4069 of ERISA).

“Plan of Reorganization” shall have the meaning assigned to such term in Section 10.04(h).

“Platform” shall have the meaning assigned to such term in Section 10.01(c).

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“pounds” or “£” shall mean lawful money of the United Kingdom.

“Preferred Stock Issuance” shall mean the issuance or sale by Borrower or any of its Subsidiaries of any Disqualified Capital Stock after the Closing Date.

“Pro Forma Basis” shall mean calculation on a pro forma basis in accordance with GAAP and Regulation S-X or otherwise reasonably satisfactory to the Administrative Agent.  

“Pro Rata Percentage” shall mean (a) in respect of the Term Loans, with respect to any Term Loan Lender at any time, the percentage (carried out to the ninth decimal place) of the aggregate principal amount of all Term Loans outstanding at such time represented by the outstanding principal amount of such Term Loan Lender’s Term Loans at such time, (b) in respect of the Aggregate Revolving Commitments, with respect to any Revolving Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Revolving Commitments represented by such Revolving Lender’s Revolving Commitment at such time, subject to adjustment as provided in Section 2.20, (c) in respect of any Incremental Term Loan Facility, with respect to any Incremental Term Loan Lender providing an Incremental Term Loan under such Incremental Term Loan Facility at any time, a percentage (carried out to the ninth decimal place) of such Incremental Term Loan Facility represented by the outstanding principal amount of such Incremental Term Loan Lender’s Incremental Term Loans under such Incremental Term Loan Facility at such time, and (d) in respect of any Replacement Term Loan Facility, with respect to any Replacement Term Loan Lender providing a Replacement Term Loan under such Replacement Term Loan Facility at any time, a percentage (carried out to the ninth decimal place) of such Replacement Term Loan Facility represented by the outstanding principal amount of such Replacement Term Loan Lender’s Replacement Term Loans under such Replacement Term Loan Facility at such time.  If the Commitments of all of the Lenders to make Loans and the obligations of the Issuing Banks to make LC Credit Extensions have been terminated pursuant to Section 8.02, or if the Commitments have expired, then the Pro Rata Percentage of each Lender in respect of the applicable facility shall be determined based on the Pro Rata Percentage of such Lender in respect of such facility most recently in effect, giving effect to any subsequent assignments.  The initial Pro Rata Percentage of each Lender in respect of each facility is set forth opposite the name of such Lender on Schedule 1.01(b), in the Assignment and Assumption pursuant to which such Lender becomes a party hereto or in any documentation executed by such Lender pursuant to Section 2.22 or Section 10.02(e), as applicable.

“Pro Rata Revolving Percentage” of any Revolving Lender at any time shall mean such Revolving Lender’s Pro Rata Percentage in respect of the Aggregate Revolving Commitments at such time.

“Pro Rata Term Percentage” of any Term Loan Lender at any time shall mean such Term Loan Lender’s Pro Rata Percentage in respect of the outstanding Term Loans at such time.

“property” shall mean any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including Equity Interests or other ownership interests of any person and whether now in existence or owned or hereafter entered into or acquired, including all Real Property.

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

“Public Lender” shall have the meaning assigned to such term in Section 10.01(c).

“Purchase Money Obligation” shall mean, for any person, the obligations of such person in respect of Indebtedness (including Capital Lease Obligations) incurred for the purpose of financing all or

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any part of the development, construction, purchase or lease of any property (including Equity Interests of any person) or the cost of installation, construction or improvement of any property and any refinancing thereof; provided, that, (i) such Indebtedness is incurred within one year after such acquisition, installation, construction or improvement of such property by such person and (ii) the amount of such Indebtedness does not exceed 100% of the cost of such acquisition, installation, construction or improvement, as the case may be.

“Qualified Capital Stock” of any person shall mean any Equity Interests of such person that are not Disqualified Capital Stock.

“Qualified ECP Guarantor” shall mean, at any time, each Loan Party with total assets exceeding $10.0 million or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Rate Determination Date” shall mean, with respect to any Interest Period, two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided, that, to the extent such market practice is not administratively feasible for the Administrative Agent, then “Rate Determination Date” means such other day as otherwise reasonably determined by the Administrative Agent).

“Real Property” shall mean, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Refinanced Term Loans” shall have the meaning assigned to such term in Section 10.02(e).

“Register” shall have the meaning assigned to such term in Section 10.04(c).

“Regulation S-X” shall mean Regulation S-X promulgated under the Securities Act.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Related Parties” shall mean, with respect to any person, such person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such person and of such person’s Affiliates.

“Release” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto or through the Environment.

“Released Guarantor” shall have the meaning assigned to such term in Section 7.09.

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“Relevant Currency Equivalent” shall mean the Dollar Equivalent or each Alternate Currency Equivalent, as applicable.

“Replacement Term Borrowing” shall mean, with respect to any Replacement Term Loan Facility, a Borrowing of Replacement Term Loans under such Replacement Term Loan Facility.

“Replacement Term Loan Commitment” shall mean, as to each Lender with respect to a Replacement Term Loan Facility, the commitment of such Lender to make a Replacement Term Loan under such Replacement Term Loan Facility pursuant to a Replacement Term Loan Facility Amendment; provided, that, at any time after the funding of a Replacement Term Loan Facility, any determination of “Required Lenders” shall include the outstanding amount of all Replacement Term Loans under such Replacement Term Loan Facility.

“Replacement Term Loan Facility” shall have the meaning assigned to such term in Section 10.02(e).

“Replacement Term Loan Facility Amendment” shall mean an amendment to this Agreement entered into in connection with the incurrence of any Replacement Term Loan Facility pursuant to Section 10.02(e) and executed by each of Borrower, the Administrative Agent, and each Replacement Term Loan Lender providing a portion of such Replacement Term Loan Facility pursuant to such amendment.

“Replacement Term Loan Lender” shall mean a Lender with a Replacement Term Loan Commitment or an outstanding Replacement Term Loan.

“Replacement Term Loan Maturity Date” with respect to any Replacement Term Loan Facility shall mean the maturity date for such Replacement Term Loan Facility as set forth in the Replacement Term Loan Facility Amendment for such Replacement Term Loan Facility.

“Replacement Term Loans” shall have the meaning assigned to such term in Section 10.02(e).

“Required Class Lenders” shall mean, at any time, (a) with respect to the Term Loans, Lenders having Total Term Loan Credit Exposures representing more than 50% of the Total Term Loan Credit Exposures of all Lenders at such time (provided, that, the Total Term Loan Credit Exposures of any Defaulting Lender shall be disregarded in making such determination), (b) with respect to the Revolving Loans, the Required Revolving Lenders at such time, (c) with respect to any Incremental Term Loan Facility, Lenders having Total Incremental Term Loan Credit Exposures for such Incremental Term Loan Facility representing more than 50% of the Total Incremental Term Loan Credit Exposures of all Lenders for such Incremental Term Loan Facility at such time (provided, that, the Total Incremental Term Loan Credit Exposures of any Defaulting Lender for such Incremental Term Loan Facility shall be disregarded in making such determination), and (d) with respect to any Replacement Term Loan Facility, Lenders having Total Replacement Term Loan Credit Exposures for Replacement Term Loan Facility representing more than 50% of the Total Replacement Term Loan Credit Exposures of all Lenders for such Replacement Term Loan Facility at such time (provided, that, the Total Replacement Term Loan Credit Exposures of any Defaulting Lender for such Replacement Term Loan Facility shall be disregarded in making such determination).

“Required Lenders” shall mean, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders at such time.  The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided, that, the amount of any participation in any Swingline Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed

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to be held by the Lender that is the Swingline Lender or the applicable Issuing Bank, as the case may be, in making such determination.

“Required Revolving Lenders” shall mean, at any time, Revolving Lenders having Total Revolving Credit Exposures representing more than 50% of the Total Revolving Credit Exposures of all Revolving Lenders at such time.  The Total Revolving Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Revolving Lenders at any time; provided, that, the amount of any participation in any Swingline Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Revolving Lender that is the Swingline Lender or the applicable Issuing Bank, as the case may be, in making such determination.

“Requirements of Law” shall mean, collectively, any and all applicable requirements of any Governmental Authority including any and all laws, treaties, judgments, orders, executive orders, decrees, ordinances, rules, regulations, statutes or case law.

“Resignation Effective Date” shall have the meaning assigned to such term in Section 9.06(a).

“Response” shall mean (a) “response” as such term is defined in CERCLA, 42 U.S.C. § 9601 (24), and (b) all other actions required by any Governmental Authority or voluntarily undertaken to (i) clean up, remove, treat, xxxxx or in any other way address any Hazardous Material in the Environment; (ii) prevent the Release or threat of Release, or minimize the further Release, of any Hazardous Material; or (iii) perform studies and investigations in connection with, or as a precondition to, or to determine the necessity of the activities described in, clause (i) or (ii) above.

“Responsible Officer” of any person shall mean (a) any executive officer or Financial Officer of such person and any other officer or similar official thereof with responsibility for the administration of the obligations of such person in respect of this Agreement, (b) solely for purposes of the delivery of incumbency certificates pursuant to this Agreement, the secretary or assistant secretary of such person, and (c) solely for purposes of notices given pursuant to Article II (including Borrowing Requests and Interest Election Requests), any other any other officer or employee of such person so designated by any officer referenced in clause (a) above pursuant to a written notice delivered by such officer to the Administrative Agent.  Any document delivered hereunder that is signed by a Responsible Officer of any person shall be conclusively presumed to have been authorized by all necessary corporate or other organizational action on the part of such person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such person.  To the extent requested by the Administrative Agent, any person shall provide an incumbency certificate including the specimen signature of any Responsible Officer of such person and appropriate authorization documentation evidencing each such Responsible Officer’s authorization to act on behalf of such person, in each case in form and substance satisfactory to the Administrative Agent.

“Revaluation Date” shall mean (a) with respect to any Loan, each of the following: (i) each date of a Eurocurrency Borrowing denominated in an Alternate Currency, (ii) each date of a continuation of a Eurocurrency Loan denominated in an Alternate Currency, and (iii) such additional dates as the Administrative Agent shall reasonably determine or the Required Lenders shall require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance, amendment and/or extension of a Letter of Credit denominated in an Alternate Currency, (ii) each date of any payment by an Issuing Bank under any Letter of Credit denominated in an Alternate Currency, and (iii) such additional dates as the Administrative Agent or any Issuing Bank shall reasonably determine or the Required Lenders shall require.

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“Revolving Availability Period” shall mean the period from and including the Closing Date to but excluding the earlier of (a) the Business Day immediately preceding the Revolving Maturity Date and (b) the date of termination of the Aggregate Revolving Commitments.

“Revolving Borrowing” shall mean a Borrowing comprised of Revolving Loans.

“Revolving Commitment” shall mean, with respect to each Lender, such Lender’s obligation, if any, to (a) make Revolving Loans to Borrower pursuant to Section 2.01(b), (b) purchase participations in LC Obligations, and (c) purchase participations in Swingline Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01(b) under the caption “Revolving Commitment” or opposite such caption in the Assignment and Assumption or other documentation pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Revolving Exposure” shall mean, as to any Lender at any time, the aggregate principal amount at such time of such Lender’s outstanding Revolving Loans at such time, plus such Lender’s participation in LC Obligations at such time, plus such Lender’s participation in Swingline Loans at such time.

“Revolving Lender” shall mean, at any time, (a) so long as any Revolving Commitment is in effect, a Lender with a Revolving Commitment at such time, and (b) if the Aggregate Revolving Commitments have terminated or expired, a Lender that has a Revolving Loan or a participation in LC Obligations or Swingline Loans at such time.

“Revolving Loan” shall mean a loan made by a Lender to Borrower pursuant to Section 2.01(b).  Each Revolving Loan shall either be an ABR Revolving Loan or a Eurocurrency Revolving Loan; provided, that, any Revolving Borrowing made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be comprised of ABR Revolving Loans unless Borrower delivers a Funding Indemnity Letter to the Administrative Agent not less than three (3) Business Days prior to the date of such Revolving Borrowing.

“Revolving Maturity Date” shall mean March 5, 2023; provided, that, if such date is not a Business Day, the Revolving Maturity Date shall be the next preceding Business Day.

“S&P” shall mean Standard & Poor’s Financial Services LLC, a subsidiary of The XxXxxx-Xxxx Companies, Inc.

“Sale and Leaseback Transaction” has the meaning assigned to such term in Section 6.03.

“Same Day Funds” shall mean (a) with respect to disbursements and payments in dollars, immediately available funds, and (b) with respect to disbursement and payments in an Alternate Currency, same day or other funds as may be determined by the Administrative Agent or the applicable Issuing Bank, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternate Currencies.

“Scheduled Unavailability Date” shall have the meaning assigned to such term in Section 2.11(b).

“Secured Obligations” shall mean (a) the Obligations, (b) the due and punctual payment and performance of all obligations of Borrower and the other Loan Parties under each Hedging Agreement entered into with any counterparty that is a Secured Party and (c) the due and punctual payment and performance of all obligations of Borrower and the other Loan Parties (including overdrafts and related liabilities) under each Treasury Services Agreement entered into with any counterparty that is a Secured

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Party; provided, that, Secured Obligations of a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan Party.

“Secured Party” shall mean, (a) the Administrative Agent, (b) the Collateral Agent, (c) each Lender, (d) each Issuing Bank, (e) each Indemnitee, (f) each co-agent or sub-agent appointed by an Agent from time to time pursuant to Section 9.05, (g) with respect to any Hedging Agreement entered into by any Loan Party, each counterparty party to such Hedging Agreement if, at the date of entering into such Hedging Agreement (or, with respect to any such Hedging Agreement in effect prior to the Closing Date, as of the Closing Date), (i) such counterparty was an Agent, a Lender, or an Affiliate of an Agent or a Lender, and (ii) such counterparty (other than an Agent or an Affiliate of an Agent) executes and delivers to the Administrative Agent a letter agreement in form and substance acceptable to the Administrative Agent pursuant to which such person (A) appoints the Collateral Agent as its agent under the applicable Loan Documents and (B) agrees to be bound by the provisions of Sections 9.01, 9.03, 10.03 and 10.09 as if it were a Lender (provided, that, in the case of a Hedging Agreement with a counterparty who is no longer a Lender (or an Affiliate of a Lender), such counterparty shall be considered a Secured Party only through the stated termination date (without extension or renewal) of such Hedging Agreement) (any such counterparty, a “Hedging Bank”), and (h) with respect to any Treasury Services Agreement entered into by any Loan Party, each counterparty party to such Treasury Services Agreement if, at the date of entering into such Treasury Services Agreement (or, with respect to any such Treasury Services Agreement in effect prior to the Closing Date, as of the Closing Date), (i) such counterparty was an Agent, a Lender, or an Affiliate of an Agent or a Lender, and (ii) such counterparty (other than an Agent or an Affiliate of an Agent) executes and delivers to the Administrative Agent a letter agreement in form and substance acceptable to the Administrative Agent pursuant to which such person (A) appoints the Collateral Agent as its agent under the applicable Loan Documents and (B) agrees to be bound by the provisions of Sections 9.01, 9.03, 10.03 and 10.09 as if it were a Lender (any such counterparty, a “Treasury Services Bank”).

“Securities Act” shall mean the Securities Act of 1933.

“Securities Collateral” shall have the meaning assigned to such term in the Security Agreement.

“Security Agreement” shall mean that certain Security Agreement, dated as of the Closing Date, among the Loan Parties and the Collateral Agent for the benefit of the Secured Parties.

“Security Agreement Collateral” shall mean all property pledged or granted as collateral pursuant to the Security Agreement (a) on the Closing Date or (b) thereafter pursuant to Section 5.10.

“Security Documents” shall mean, collectively, the Security Agreement, the English Share Charge, each other security document or pledge agreement delivered in accordance with applicable local or foreign law to grant a valid, perfected security interest in any property as collateral for the Secured Obligations and any other document or instrument utilized to pledge or grant or purport to pledge or grant a security interest or lien on any property as collateral for the Secured Obligations.

“South Africa Transactions” shall mean (a)(i) the issuance (which issuance may be at a reasonable discount to fair market value) by Intec South Africa of additional Equity Interests to CSG SA Services in consideration for cash and/or an unsecured note issued by CSG SA Services in favor of Intec South Africa in an aggregate amount not to exceed $5.0 million, and/or (ii) the sale (which sale may be at a reasonable discount to fair market value) by CSG SA Holdings of Equity Interests of Intec South Africa to CSG SA Services in consideration for cash and/or an unsecured note issued by CSG SA Services in favor of CSG SA Holdings in an aggregate amount not to exceed $5.0 million; provided, that, after giving effect to the transactions set forth in this clause (a), CSG SA Services shall not own and control more than thirty percent (30%) of the Equity Interest of Intec South Africa; and (b) any limitations imposed by Intec South

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Africa and/or CSG SA Holdings in connection with the transactions referenced in clause (a) above on the ability of CSG SA Services to pay Dividends to the owners of its Equity Interests until the time that the notes (if any) referenced in clause (a) above are repaid in full.

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

“Specified Loan Party” shall mean any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 7.12).

“Specified Representations” shall mean the representations and warranties made by each Loan Party set forth in Sections 3.01, 3.02, 3.03, 3.10, 3.11, 3.12 (with respect to any Credit Extensions made at the time such Specified Representations are being made), 3.15 (such representation and warranty to be made as of the date such Specified Representations are being made and after giving effect to the Credit Extensions to be made on such date and any other transactions to occur on such date), 3.19, 3.20 and 3.21.

“Spot Rate” for a currency shall mean the rate determined by the Administrative Agent or an Issuing Bank, as applicable, to be the rate quoted by the person acting in such capacity as the spot rate for the purchase by such person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided, that, the Administrative Agent or such Issuing Bank may obtain such spot rate from another financial institution designated by the Administrative Agent or such Issuing Bank if the person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; provided, further, that, such Issuing Bank may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternate Currency.

“Subsequent Transaction” shall have the meaning assigned to such term in Section 1.04.

“Subsidiary” shall mean, with respect to any person (the “parent”) at any date, (a) any person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, (b) any other corporation, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the voting power of all Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof are, as of such date, owned, controlled or held by the parent and/or one or more subsidiaries of the parent, (c) any partnership (i) the sole general partner or the managing general partner of which is the parent and/or one or more subsidiaries of the parent or (ii) the only general partners of which are the parent and/or one or more subsidiaries of the parent and (d) any other person that is otherwise Controlled by the parent and/or one or more subsidiaries of the parent. Unless the context requires otherwise, “Subsidiary” refers to a Subsidiary of Borrower.

“Subsidiary Guarantor” shall mean (a) each person identified on Schedule 1.01(a), (b) each Subsidiary as is or may from time to time become party to this Agreement pursuant to Section 5.10, (c) with respect to (i) Secured Obligations of any Loan Party under any Hedging Agreement entered into with any counterparty that is a Secured Party, (ii) Secured Obligations of any Loan Party under any Treasury Services Agreement entered into with any counterparty that is a Secured Party, and (iii) any Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 7.01 and 7.12) under Article VII, Borrower, and (d) the successor and permitted assigns of the foregoing.

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“Swap Obligation” shall have the meaning assigned to such term in the definition of “Excluded Swap Obligation.”

“Swingline Commitment” shall mean an amount equal to the lesser of (a) $10.0 million and (b) the Aggregate Revolving Commitments.  The Swingline Commitment is part of, and not in addition to, the Aggregate Revolving Commitments.

“Swingline Lender” shall mean Bank of America, in its capacity as provider of Swingline Loans, or any successor swingline lender hereunder.

“Swingline Lender Commitment” shall mean, as to the Swingline Lender, its obligation to make Swingline Loans pursuant to Section 2.18 in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite the Swingline Lender’s name on Schedule 1.01(d), as such amount may be adjusted from time to time in accordance with this Agreement.

“Swingline Loan” shall mean any loan made by the Swingline Lender pursuant to Section 2.18.

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

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

“Tax Return” shall mean all returns, statements, filings, attachments and other documents or certifications required to be filed in respect of Taxes.

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

“Term Borrowing” shall mean a Borrowing comprised of Term Loans.

“Term Loan” shall mean a loan made by a Lender to Borrower pursuant to Section 2.01(a).  Each Term Loan shall be either an ABR Term Loan or a Eurocurrency Term Loan; provided, that, if the Term Borrowing to be made on the Closing Date shall be comprised of Eurocurrency Term Loans, Borrower shall deliver a Funding Indemnity Letter to the Administrative Agent not less than three (3) Business Days prior to the Closing Date.

“Term Loan Commitment” shall mean, with respect to each Lender, such Lender’s obligation, if any, to make a Term Loan to Borrower on the Closing Date pursuant to Section 2.01(a) in the amount set forth opposite such Lender’s name on Schedule 1.01(b) under the caption “Term Loan Commitment” or opposite such caption in the Assignment and Assumption or other documentation pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.  The aggregate amount of the Lenders’ Term Loan Commitments on the Closing Date is $150.0 million.

“Term Loan Lender” shall mean a Lender with a Term Loan Commitment or an outstanding Term Loan.

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“Term Loan Maturity Date” shall mean March 5, 2023; provided, that, if such date is not a Business Day, the Term Loan Maturity Date shall be the next preceding Business Day.

A “Test Period” at any time shall mean the period of four consecutive fiscal quarters of Borrower ended on or prior to such time (taken as one accounting period).

“Total Credit Exposure” shall mean, as to any Lender at any time, the unused Commitments of such Lender at such time, plus the Revolving Exposure of such Lender at such time, plus, the outstanding amount of all Term Loans of such Lender at such time, plus the outstanding amount of all Incremental Term Loans of such Lender at such time, plus the outstanding amount of all Replacement Term Loans of such Lender at such time.

“Total Incremental Term Loan Credit Exposure” shall mean, as to any Incremental Term Loan Lender for any Incremental Term Loan Facility at any time, the outstanding amount of all Incremental Term Loans of such Incremental Term Loan Lender under such Incremental Term Loan Facility at such time.

“Total Leverage Ratio” shall mean, at any date of determination, the ratio of (a) Consolidated Indebtedness as of such date, to (b) Consolidated EBITDA for the Test Period most recently ended on or prior to such date.

“Total Replacement Term Loan Credit Exposure” shall mean, as to any Replacement Term Loan Lender for any Replacement Term Loan Facility at any time, the outstanding amount of all Replacement Term Loans of such Replacement Term Loan Lender under such Replacement Term Loan Facility at such time.

“Total Revolving Credit Exposure” shall mean, as to any Revolving Lender at any time, the unused Revolving Commitment of such Revolving Lender at such time, plus the Revolving Exposure of such Revolving Lender at such time.

“Total Revolving Outstandings” shall mean the aggregate outstanding amount of all Revolving Loans, Swingline Loans and LC Obligations.

“Total Term Loan Credit Exposure” shall mean, as to any Term Loan Lender at any time, the outstanding amount of all Term Loans of such Term Loan Lender at such time.

“Trade Date” shall have the meaning assigned to such term in Section 10.04(h).

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

“Treasury Services Bank” shall have the meaning assigned to such term in the definition of “Secured Party.”

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

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“UCC” shall mean the Uniform Commercial Code as in effect from time to time (except as otherwise specified) in any applicable state or jurisdiction.

“United States” and “U.S.” shall mean the United States of America.

“Unreimbursed Amount” shall have the meaning assigned to such term in Section 2.19(c)(i).

“USA PATRIOT Act” shall have the meaning set forth in the definition of “Anti-Terrorism Laws.”

“Voting Stock” shall mean, with respect to any person, any class or classes of Equity Interests pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the Board of Directors of such person.

“WFS” shall mean Xxxxx Fargo Securities, LLC.

“Wholly Owned Subsidiary” shall mean, as to any person, (a) any corporation 100% of whose capital stock (other than directors’ qualifying shares) is at the time owned by such person and/or one or more Wholly Owned Subsidiaries of such person and (b) any partnership, association, joint venture, limited liability company or other entity in which such person and/or one or more Wholly Owned Subsidiaries of such person have a 100% equity interest at such time.  Unless the context requires otherwise, “Wholly Owned Subsidiary” refers to a Wholly Owned Subsidiary of Borrower.

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

“Withholding Agent” shall mean any Loan Party and the Administrative Agent.

“Write-Down and Conversion Powers” shall mean, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

SECTION 1.02 Classification of Loans and Borrowings.

For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class and Type (e.g., a “Eurocurrency Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing,” “Borrowing of Term Loans”) or by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a “Eurocurrency Revolving Borrowing”).

SECTION 1.03 Terms Generally.

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein),

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(b) any reference herein to any person shall be construed to include such person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified, extended, restated, replaced or supplemented from time to time, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04 Accounting Terms; GAAP; Pro Forma Basis.

Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared, and all terms of an accounting or financial nature shall be construed and interpreted, in accordance with GAAP as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements; provided, that, (a) notwithstanding anything to the contrary herein, all accounting or financial terms used herein shall be construed, and all financial computations pursuant hereto shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar effect) to value any Indebtedness or other liabilities of Borrower or any of its Subsidiaries at “fair value”, as defined therein and (b) if Borrower notifies the Administrative Agent that Borrower requests an amendment of any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP, in the application thereof or in the accounting policies or reporting practices of Borrower (or if the Administrative Agent notifies Borrower that the Required Lenders request an amendment of any provision hereof for such purpose), regardless of whether such notice is given before or after such change in GAAP, in the application thereof or in any such policies or practices, then such provision shall be applied on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.  Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

If Borrower has made a LCA Election for any Limited Condition Acquisition, then in connection with any calculation on a Pro Forma Basis required pursuant to this Agreement following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated and the date that the definitive documentation governing such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether any transaction (any such transaction, a “Subsequent Transaction”) is permitted pursuant to this Agreement, such calculation shall be tested both on (i) a Pro Forma Basis assuming such Limited Condition Acquisition and the other transactions in connection therewith have been consummated, and (ii) a Pro Forma Basis without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith, and, for such Subsequent Transaction to be permitted pursuant to this Agreement, each calculation must demonstrate compliance on a Pro Forma Basis.

SECTION 1.05 Resolution of Drafting Ambiguities.

Each Loan Party acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of the Loan Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to

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the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation hereof or thereof.

SECTION 1.06 Rounding.

Any financial ratios required to be maintained by Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

SECTION 1.07 Times of Day.

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

SECTION 1.08 Letter of Credit Amounts.

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

SECTION 1.09 Additional Alternate Currencies.

(a) Borrower may from time to time request that Eurocurrency Revolving Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternate Currency”; provided, that, (i) such requested currency is an Eligible Currency and (ii) such requested currency shall only be treated as a “LIBOR Quoted Currency” to the extent that there is a published LIBOR rate for such currency.  In the case of any such request with respect to the making of Eurocurrency Revolving Loans, such request shall be subject to the approval of the Administrative Agent and each Revolving Lender; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the applicable Issuing Bank.

(b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m., twenty (20) Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the applicable Issuing Bank, in its or their sole discretion).  In the case of any such request pertaining to Eurocurrency Revolving Loans, the Administrative Agent shall promptly notify each Revolving Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the applicable Issuing Bank thereof.  Each Revolving Lender (in the case of any such request pertaining to Eurocurrency Revolving Loans) or the applicable Issuing Bank (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., ten (10) Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Revolving Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.

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(c) Any failure by a Revolving Lender or an Issuing Bank, as the case may be, to respond to such request within the time period specified in Section 1.09(b) shall be deemed to be a refusal by such Revolving Lender or such Issuing Bank, as the case may be, to permit Eurocurrency Revolving Loans to be made or Letters of Credit to be issued in such requested currency.  If the Administrative Agent and all the Revolving Lenders consent to making Eurocurrency Revolving Loans in such requested currency and the Administrative Agent and the Revolving Lenders reasonably determine that an appropriate interest rate is available to be used for such requested currency, the Administrative Agent shall so notify Borrower and (i) the Administrative Agent and the Revolving Lenders may amend the definition of LIBOR Rate for any Non-LIBOR Quoted Currency to the extent necessary to add the applicable LIBOR Rate for such currency and (ii) to the extent the definition of LIBOR Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternate Currency for purposes of any Borrowings of Eurocurrency Revolving Loans.  If the Administrative Agent and the applicable Issuing Bank consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify Borrower and (A) the Administrative Agent and such Issuing Bank may amend the definition of LIBOR Rate for any Non-LIBOR Quoted Currency to the extent necessary to add the applicable LIBOR Rate for such currency and (B) to the extent the definition of LIBOR Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternate Currency for purposes of any Letter of Credit issuances.  If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.09, the Administrative Agent shall promptly so notify Borrower.

Article II

THE CREDITS

SECTION 2.01 Loans.

(a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Term Loan Lender agrees, severally and not jointly, to make a Term Loan denominated in dollars to Borrower on the Closing Date in the principal amount not to exceed such Lender’s Term Loan Commitment.  Term Borrowings repaid or prepaid may not be reborrowed.

(b) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Revolving Lender agrees, severally and not jointly, to make Revolving Loans denominated in any Approved Currency to Borrower, at any time and from time to time on any Business Day during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment; provided, that, after giving effect to any Revolving Borrowing, (i) the aggregate principal amount of Revolving Loans denominated in Alternate Currencies shall not exceed the Alternate Currency Sublimit, and (ii) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments.  Subject to the terms, conditions and limitations set forth herein, Borrower may borrow, pay or prepay and reborrow Revolving Loans.

(c) Subject to Section 2.22, on the effective date of any Increase Joinder with respect to an Incremental Term Loan Facility, each Incremental Term Loan Lender party to such Increase Joinder agrees, severally and not jointly, to make an Incremental Term Loan denominated in dollars

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to Borrower under such Incremental Term Loan Facility on the effective date of such Increase Joinder in the principal amount not to exceed such Lender’s Incremental Term Loan Commitment for such Incremental Term Loan Facility.  Incremental Term Borrowings repaid or prepaid may not be reborrowed.  Incremental Term Loans may by ABR Incremental Term Loans or Eurocurrency Incremental Term Loans, as further provided herein.

(d) Subject to Section 10.02(e), on the effective date of any Replacement Term Loan Facility Amendment with respect to a Replacement Term Loan Facility, each Replacement Term Loan Lender party to such Replacement Term Loan Facility Amendment agrees, severally and not jointly, to make a Replacement Term Loan denominated in dollars to Borrower under such Replacement Term Loan Facility on the effective date of such Replacement Term Loan Facility Amendment in the principal amount not to exceed such Lender’s Replacement Term Loan Commitment for such Replacement Term Loan Facility.  Replacement Term Borrowings repaid or prepaid may not be reborrowed.  Replacement Term Loans may by ABR Replacement Term Loans or Eurocurrency Replacement Term Loans, as further provided herein.

SECTION 2.02 Minimum Amounts; Type; Funding by Lenders; Presumption by Administrative Agent; Cashless Settlement Mechanism.

(a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their Pro Rata Percentages; provided, that, the failure of any Lender to make its Loan shall not relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender).  Except for Loans made pursuant to Section 2.18(c) or Section 2.19(c), (i) ABR Loans comprising any Borrowing shall be in an aggregate principal amount that is (A) an integral multiple of $1.0 million or (B) equal to the remaining available balance of the applicable Commitments and (ii) (A) the Eurocurrency Loans comprising any Borrowing denominated in dollars shall be in an aggregate principal amount that is (1) an integral multiple of $1.0 million or (2) equal to the remaining available balance of the applicable Commitments; (B) the Eurocurrency Loans comprising any Borrowing denominated in euro shall be in an aggregate principal amount that is (1) an integral multiple of €1.0 million or (2) equal to the remaining available balance of the applicable Commitments or, if less, the available balance of Revolving Loans under the Alternate Currency Sublimit; (C) the Eurocurrency Loans comprising any Borrowing denominated in pounds shall be in an aggregate principal amount that is (1) an integral multiple of £1.0 million or (2) equal to the remaining available balance of the applicable Commitments or, if less, the available balance of Revolving Loans under the Alternate Currency Sublimit; (D) the Eurocurrency Loans comprising any Borrowing denominated in Australian dollars shall be in an aggregate principal amount that is (1) an integral multiple of A$1.0 million or (2) equal to the remaining available balance of the applicable Commitments or, if less, the available balance of Revolving Loans under the Alternate Currency Sublimit; and (E) the Eurocurrency Loans comprising any Borrowing denominated in any other Alternate Currency shall be in an aggregate principal amount that is (1) an integral multiple of the number of units of such Alternate Currency as is agreed by Borrower and the Administrative Agent at the time such Alternate Currency is approved pursuant to Section 1.09 or (2) equal to the remaining available balance of the applicable Commitments or, if less, the available balance of Revolving Loans under the Alternate Currency Sublimit.

(b) Subject to Sections 2.11 and 2.12, each Borrowing (other than of Swingline Loans) shall be comprised entirely of ABR Loans or Eurocurrency Loans as Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, that, any

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exercise of such option shall not affect the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. Borrowings of more than one Type may be outstanding at the same time; provided, that, Borrower shall not be entitled to request any Borrowing that, if made, would result in more than ten Eurocurrency Borrowings being outstanding hereunder at any one time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings. Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on Borrower and the Lenders in the absence of manifest error.

(c) Except with respect to Loans made pursuant to Section 2.18(c) or Section 2.19(c), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than (i) 12:00 (noon), in the case of any Loan denominated in dollars, and (ii) the Applicable Time specified by the Administrative Agent, in the case of any Loan denominated in an Alternate Currency.  Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall promptly credit the amounts so received to an account as directed by Borrower in the applicable Borrowing Request acceptable to the Administrative Agent; provided, that, if, on the date a Borrowing Request with respect to a Revolving Borrowing denominated in dollars is given by Borrower, there are LC Borrowings outstanding, then the proceeds of such Revolving Borrowing, first, shall be applied to the payment in full of any such LC Borrowings, and second, shall be made available to Borrower as provided above.  If a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, the Administrative Agent shall return the amounts so received (in like funds as received from such Lenders) to the respective Lenders, without interest.

(d) (i) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date (in the case of any Eurocurrency Borrowing), or prior to 12:00 (noon) on the proposed date (in the case of any ABR Borrowing), of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent at the time of such Borrowing in accordance with Section 2.02(c), and the Administrative Agent may, in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and Borrower severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds, together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is repaid to the Administrative Agent at (A) in the case of Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (B) in the case of such Lender, the Overnight Rate plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. If Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period.  If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing.  Any payment by Borrower shall be

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without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii) Unless the Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or any Issuing Bank hereunder that Borrower will not make such payment, the Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the appropriate Lenders or the applicable Issuing Bank, as the case may be, the amount due.  In such event, if Borrower has not in fact made such payment, then each of the appropriate Lenders or the applicable Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate.

A notice of the Administrative Agent to any Lender or Borrower with respect to any amount owing under this Section 2.02(d) shall be conclusive, absent manifest error.

(e) Notwithstanding any other provision of this Agreement, Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Maturity Date, the Term Loan Maturity Date, the applicable Incremental Term Loan Maturity Date, or the applicable Replacement Term Loan Maturity Date, as applicable.

(f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by Borrower, the Administrative Agent and such Lender.

SECTION 2.03 Borrowing Procedure.

To request Loans (other than Swingline Loans), Borrower shall deliver a duly completed and executed Borrowing Request to the Administrative Agent (a) in the case of Eurocurrency Loans in dollars, not later than 11:00 a.m., three Business Days before the date of the proposed Borrowing (provided, that, if Borrower wishes to request an Interest Period for such Eurocurrency Loans having a duration other than one, two, three or six months as provided in the definition of “Interest Period,” the applicable Borrowing Request must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing), (b) in the case of Eurocurrency Loans in an Alternate Currency (other than any Special Notice Currency), not later than 11:00 a.m., four Business Days before the date of the proposed Borrowing (provided, that, if Borrower wishes to request an Interest Period for such Eurocurrency Loans having a duration other than one, two, three or six months as provided in the definition of “Interest Period,” the applicable Borrowing Request must be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the requested date of such Borrowing), (c) in the case of Eurocurrency Loans in an Alternate Currency that is a Special Notice Currency, not later than 11:00 a.m., five Business Days before the date of the proposed Borrowing (provided, that, if Borrower wishes to request an Interest Period for such Eurocurrency Loans having a duration other than one, two, three or six months as provided in the definition of “Interest Period,” the applicable Borrowing Request must be received by the Administrative Agent not later than 11:00 a.m. six Business Days prior to the requested date of such Borrowing), or (d) in the case of ABR Loans, not later than 10:00 a.m. (i) on the date of the proposed

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Borrowing if the proposed Borrowing is in an aggregate amount equal to or less than $20.0 million and (ii) one Business Day before the date of the proposed Borrowing if the proposed Borrowing is in an aggregate amount in excess of $20.0 million.  Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (A) whether the requested Borrowing is to be a Revolving Borrowing, a Term Borrowing, an Incremental Term Borrowing or a Replacement Term Borrowing; (B) the aggregate amount of such Borrowing; (C) the date of such Borrowing, which shall be a Business Day; (D) whether such Borrowing is to be a ABR Borrowing or Eurocurrency Borrowing; (E) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period” (it being understood and agreed that the Administrative Agent shall give prompt notice to the appropriate Lenders of any request for an Interest Period having a duration other than one, two, three or six months as provided in the definition of “Interest Period,” and, not later than 11:00 a.m., (x) three Business Days before the requested date of such Borrowing denominated in dollars, or (y) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing denominated in an Alternate Currency, the Administrative Agent shall notify Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the appropriate Lenders); (F) the location and number of Borrower’s account to which funds are to be disbursed; (G) that the conditions set forth in Sections 4.02(b), (d) and (f) have been satisfied as of the date of the notice; and (H) in the case of Eurocurrency Borrowings in an Alternate Currency, the Alternate Currency for such Borrowing.

If no election as to the Type of Loans is specified for Borrowings in dollars, then the requested Borrowing shall be for ABR Loans.  If no election as to the currency of Loans is specified, then the requested Borrowing shall be in dollars.  If no Interest Period is specified in the applicable Borrowing Request with respect to any requested Eurocurrency Borrowing, then Borrower shall be deemed to have selected an Interest Period of (x) three months, in the case of a Eurocurrency Term Borrowing, a Eurocurrency Incremental Term Borrowing, or a Eurocurrency Replacement Term Borrowing, and (y) one month, in the case of a Eurocurrency Revolving Borrowing.  During the existence of a Default, no new Loans may be requested as Eurocurrency Loans without the consent of the Required Lenders.  Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04 Evidence of Debt; Repayment of Loans.

(a) Promise to Repay. Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Term Loan Lender, the principal amount of each Term Loan of such Term Loan Lender as provided in Section 2.09, (ii) to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date, (iii) to the Administrative Agent for the account of each Incremental Term Loan Lender for any Incremental Term Loan Facility, the principal amount of each Incremental Term Loan under such Incremental Term Loan Facility on the dates and in the amounts set forth in the Increase Joinder for such Incremental Term Loan Facility, (iv) to the Administrative Agent for the account of each Replacement Term Loan Lender for any Replacement Term Loan Facility, the principal amount of each Replacement Term Loan under such Replacement Term Loan Facility on the dates and in the amounts set forth in the Replacement Term Loan Facility Amendment for such Replacement Term Loan Facility, and (v) to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the earlier of (A) the Revolving Maturity Date and (B) the first date after such Swingline Loan is made that is the 15^th or last day of a calendar month and is at least two Business Days after each Swingline Loan is made. All payments or repayments of Loans made pursuant to this Section 2.04(a) shall be made in the Approved Currency in which such Loan is denominated.

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(b) Lender and Administrative Agent Records. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. The Administrative Agent shall maintain records including (i) the amount and Approved Currency of each Loan made hereunder, the Type and Class thereof and the Interest Period applicable thereto; (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Lender hereunder; and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof. The entries made in the records maintained by the Administrative Agent and each Lender pursuant to this paragraph shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, that, the failure of any Lender or the Administrative Agent to maintain such records or any error therein shall not in any manner affect the obligations of Borrower to repay the Loans in accordance with their terms. In the event of any conflict between the records maintained by any Lender and the records of the Administrative Agent in respect of such matters, the records of the Administrative Agent shall control in the absence of manifest error.

(c) Promissory Notes. Any Lender by written notice to Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, Borrower shall prepare, execute and deliver to such Lender a promissory note (or, if requested by such Lender, to such Lender and its registered assigns) in the form of Exhibit X-0, X-0 xx X-0, as the case may be. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.04) be represented by one or more promissory notes in such form payable to the payee named therein and its registered assigns.

SECTION 2.05 Fees.

(a) Commitment Fee. Borrower agrees to pay to the Administrative Agent for the account of each Lender (other than any Defaulting Lender as long as it is a Defaulting Lender) in accordance with its Pro Rata Revolving Percentage, a commitment fee (a “Commitment Fee”) in dollars in an amount computed on a daily basis equal to (i) the Applicable Commitment Fee Rate per annum then in effect, times (ii) the actual daily amount by which the Aggregate Revolving Commitments exceeds the sum of (A) the outstanding amount of Revolving Loans, plus (B) the outstanding amount of LC Obligations, subject to adjustment as provided in Section 2.20 (and, for the avoidance of doubt, the outstanding amount of Swingline Loans shall not be counted towards or considered usage of the Aggregate Revolving Commitments for purposes of determining any Commitment Fee).  Commitment Fees shall be payable during the period from and including the Closing Date to but excluding the date on which such Revolving Commitment terminates.  Accrued Commitment Fees shall be payable in arrears (1) on the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the Closing Date, (2) on the last day of the Revolving Availability Period, and (3) thereafter on demand. Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b) Administrative Agent and Lead Arranger Fees; Lender Fees. Borrower agrees to pay to (i) the Administrative Agent and MLPFS, for their own respective accounts, in dollars, the fees payable in the amounts and at the times separately agreed upon in the Fee Letter, (ii) WFS, for its own account, in dollars, such fees as shall have been separately agreed in writing in the amounts and at the times so specified, and (iii) the Lenders, in dollars, such fees as shall have been separately agreed in writing in the amounts and at the times so specified.

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(c) LC and Fronting Fees. Borrower agrees to pay (i) to the Administrative Agent, for the account (subject to Section 2.20) of each Revolving Lender in accordance with its Pro Rata Revolving Percentage, a participation fee (“LC Participation Fee”) with respect to its participation in each Letter of Credit, which shall accrue at a rate equal to the Applicable Margin from time to time used to determine the interest rate on Eurocurrency Revolving Loans pursuant to Section 2.06 (it being understood and agreed that if there is any change in such Applicable Margin during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by such Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect) times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (determined in accordance with Section 1.08), such LC Participation Fees to be (A) due and payable on the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the issuance of any Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (B) computed on a quarterly basis in arrears, and (ii) directly to (A) Bank of America, in its capacity as an Issuing Bank, for its own account, a fronting fee with respect to each Letter of Credit issued by Bank of America, at the rate per annum specified in the Fee Letter, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit (determined in accordance with Section 1.08) on a quarterly basis in arrears and due and payable on or prior to the last Business Day of March, June, September and December of each year, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand, and (B) each other Issuing Bank, for its own account, a fronting fee with respect to each Letter of Credit issued by such Issuing Bank, at the rates and the times separately agreed between Borrower and such Issuing Bank. Any fronting fee payable to any Issuing Bank pursuant to this Section 2.05(c)(ii) shall be referred to herein as a “Fronting Fee”. In addition, Borrower shall pay directly to each Issuing Bank, for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such Issuing Bank relating to letters of credit as from time to time in effect, such fees to be due and payable on demand.  All LC Participation Fees and Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(d) All Fees shall be paid on the dates due, in immediately available funds in dollars, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Borrower shall pay the Fronting Fees and the other fees referenced in the last sentence of Section 2.05(c) directly to the applicable Issuing Bank. Once paid, none of the Fees shall be refundable under any circumstances.

SECTION 2.06 Interest on Loans.

(a) ABR Loans. Subject to the provisions of Section 2.06(c), the Loans comprising each ABR Borrowing, including each Swingline Loan, shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin in effect from time to time.

(b) Eurocurrency Loans. Subject to the provisions of Section 2.06(c), the Loans comprising each Eurocurrency Borrowing shall bear interest at a rate per annum equal to the LIBOR Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin in effect from time to time.

(c) Default Rate. Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, all outstanding Obligations, to the extent permitted

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by applicable law, bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of amounts constituting principal on any Loan, 2% plus the rate otherwise applicable to such Loan as provided in this Section 2.06 or (ii) in the case of any other outstanding amount, 2% plus a rate per annum equal to the Alternate Base Rate plus the Applicable Margin applicable to ABR Revolving Loans (in the case of either of the foregoing clauses (i) and (ii), the “Default Rate”).  Additionally, upon request of the Required Lenders, while any Event of Default exists (excluding an Event of Default pursuant to Section 8.01(a) or Section 8.01(b)), all outstanding Obligations may accrue at a fluctuating interest rate per annum at all times equal to the Default Rate to the extent permitted by applicable law.

(d) Interest Payment Dates. Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided, that, (i) interest accrued pursuant to Section 2.06(c) shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan or a Swingline Loan without a permanent reduction in the Aggregate Revolving Commitments), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) Interest Calculation. All interest hereunder shall be computed on the basis of a year of 360 days (or, in the case of interest in respect of Loans denominated in Alternate Currencies as to which market practice differs from the foregoing, in accordance with such market practice), except that interest computed by reference to the Alternate Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and interest on obligations denominated in pounds shall be computed on the basis of a year of 365 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day (provided, that, any Loan that is repaid on the same date on which it is made shall bear interest for one day)). The applicable Alternate Base Rate or LIBOR Rate shall be determined by the Administrative Agent in accordance with the provisions of this Agreement and such determination shall be conclusive absent manifest error.  To the extent that any calculation of interest to be paid under this Agreement shall be based on (or result in) a calculation that is less than zero, such calculation shall be deemed zero for purposes of this Agreement.

(f) Currency for Payment of Interest. All interest paid or payable pursuant to this Section 2.06 shall be paid in the Approved Currency in which the Loan, Letter of Credit or other Obligation giving rise to such interest is denominated (except, in the case of any obligation with respect to a Letter of Credit denominated in an Alternate Currency, to the extent the applicable Issuing Bank shall have requested such amount be paid in dollars).

SECTION 2.07 Termination and Reduction of Commitments.

(a) Automatic Termination of Commitments. The aggregate Term Loan Commitments shall automatically terminate on the date of the Term Borrowing. The Aggregate Revolving Commitments, the Swingline Commitment and the LC Commitment shall automatically terminate on the Business Day preceding the Revolving Maturity Date.  The aggregate Incremental Term Loan Commitments established under any Incremental Term Loan Facility pursuant to an Increase Joinder shall automatically terminate on the date of the Incremental Term Borrowing with respect to such Incremental Term Loan Facility.  The aggregate Replacement Term Loan Commitments established under any Replacement Term Loan Facility pursuant to a Replacement Term Loan Facility Amendment shall automatically terminate on the date of the Replacement Term Borrowing with respect to such Replacement Term Loan Facility.

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(b) Optional Terminations and Reductions. At its option, Borrower may at any time terminate, or from time to time permanently reduce, the Aggregate Revolving Commitments, the Swingline Commitment or the LC Commitment; provided, that, (i) each partial reduction of the shall be in an amount that is an integral multiple of $1.0 million and not less than $5.0 million, (ii)(A) the Aggregate Revolving Commitments shall not be terminated or reduced if, after giving effect thereto and to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Swingline Commitment shall not be terminated or reduced if, after giving effect thereto and any concurrent prepayments of the Swingline Loans in accordance with Section 2.10, the outstanding amount of Swingline Loans would exceed the Swingline Commitment, or (C) the LC Commitment if, after giving effect thereto, the outstanding amount of LC Obligations not fully Cash Collateralized hereunder would exceed the LC Commitment, and (iii) if after giving effect to any reduction or termination of Aggregate Revolving Commitments, the LC Commitment, the Alternate Currency Sublimit or the Swingline Commitment exceeds the Aggregate Revolving Commitments at such time, the LC Commitment, the Alternate Currency Sublimit or the Swingline Commitment, as the case may be, shall be automatically reduced by the amount of such excess.

(c) Borrower Notice. Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce Commitments under Section 2.07(b) at least three Business Days prior to the effective date of such termination or reduction (or such shorter period of time as is acceptable to the Administrative Agent in its sole discretion), specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by Borrower pursuant to this Section shall be irrevocable; provided, that, a notice of termination or reduction of Commitments delivered by Borrower may state that such notice is conditioned upon the effectiveness of another credit facility or the closing of a securities offering or Asset Sale, in which case such notice may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of any Commitments pursuant to this Section 2.07 shall be permanent. Each reduction of the Commitments pursuant to this Section 2.07 shall be made ratably among the Lenders in accordance with their respective Pro Rata Percentages of such Commitments.  All fees in respect of the Commitments being terminated or reduced pursuant to this Section 2.07 shall be paid on the effective date of such termination or reduction.

SECTION 2.08 Interest Elections.

(a) Generally. Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section. Borrowings of Alternate Currency Revolving Loans may not be converted to a different Type. Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. Notwithstanding anything to the contrary in this Agreement, Borrower shall not be entitled to request any conversion or continuation that, if made, would result in more than ten Eurocurrency Borrowings outstanding hereunder at any one time. This Section shall not apply to Borrowings of Swingline Loans, which may not be converted or continued.

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(b) Interest Election Notice. To make an election pursuant to this Section, Borrower shall deliver a duly completed and executed Interest Election Request to the Administrative Agent not later than the time that a Borrowing Request would be required under Section 2.03 if Borrower were requesting Loans of the Type resulting from such election to be made on the effective date of such election; provided, that, if Borrower elects to convert a Borrowing into ABR Loans, Borrower shall deliver the Interest Election Request not later than 10:00 a.m. one day prior to the date of the proposed conversion, or, if such request is delivered after 10:00 a.m., such conversion shall occur on the second Business Day following the date of the submission of the Interest Election Request. Each Interest Election Request shall be irrevocable. Each Interest Election Request shall specify the following information in compliance with Section 2.02: (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, or if outstanding Borrowings are being combined, allocation to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; provided, that, no Borrowing denominated in an Alternate Currency shall be an ABR Borrowing; (iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period” (it being understood and agreed that the Administrative Agent shall give prompt notice to the appropriate Lenders of any request for an Interest Period having a duration other than one, two, three or six months as provided in the definition of “Interest Period,” and, not later than 11:00 a.m., (x) three Business Days before the requested date of such conversion or continuation that is to be denominated in dollars, or (y) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of such conversion or continuation that is to be denominated in an Alternate Currency, the Administrative Agent shall notify Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the appropriate Lenders); and (v) in the case of Eurocurrency Loans in an Alternate Currency, the Alternate Currency for such Loans following such conversion or continuation.

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then Borrower shall be deemed to have selected an Interest Period of (x) three months’ duration, in the case of any Eurocurrency Term Borrowing, any Eurocurrency Incremental Term Borrowing, or any Eurocurrency Replacement Term Borrowing, and (y) one month duration, in the case of any Eurocurrency Revolving Borrowing.  No Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be repaid in the original currency of such Loan and reborrowed in the other currency.  Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(c) Automatic Conversions and Continuations of Certain Borrowings. If an Interest Election Request with respect to a Eurocurrency Borrowing is not timely delivered prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period (i) if such Borrowing is denominated in dollars, such Borrowing shall be converted to an ABR Borrowing and (ii) if such Borrowing is denominated in an Alternate Currency, such Borrowing shall be continued for an additional Interest Period of one month’s duration.  Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing, the Administrative Agent or the Required Lenders may require, by notice to Borrower, that (A) no outstanding Borrowing in dollars may be converted to or continued as a Eurocurrency Borrowing, (B) unless repaid, each Eurocurrency Borrowing other than a Borrowing of Alternate Currency Loans shall be converted to an ABR Borrowing at the end of the Interest

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Period applicable thereto and (C) any Alternate Currency Loan shall not be continued with an Interest Period of more than one month.  

SECTION 2.09 Amortization of Term Loans.

The Term Loan of each Term Loan Lender shall be repaid by Borrower in installments on each Amortization Date, each of which installments shall be in an amount equal to such Term Loan Lender’s Pro Rata Term Percentage multiplied by the amount (as the same may be reduced on account of prepayments pursuant to Section 2.10(f)) set forth below opposite the date set forth below that is nearest to such Amortization Date, with all outstanding Term Loans being repaid in full on the Term Loan Maturity Date.

Payment Date	Principal Amortization Payment
June 30, 2018	$1,875,000.00
September 30, 2018	$1,875,000.00
December 31, 2018	$1,875,000.00
March 31, 2019	$1,875,000.00
June 30, 2019	$1,875,000.00
September 30, 2019	$1,875,000.00
December 31, 2019	$1,875,000.00
March 31, 2020	$1,875,000.00
June 30, 2020	$2,812,500.00
September 30, 2020	$2,812,500.00
December 31, 2020	$2,812,500.00
March 31, 2021	$2,812,500.00
June 30, 2021	$3,750,000.00
September 30, 2021	$3,750,000.00
December 31, 2021	$3,750,000.00
March 31, 2022	$3,750,000.00
June 30, 2022	$3,750,000.00
September 30, 2022	$3,750,000.00
December 31, 2022	$3,750,000.00
Term Loan Maturity Date	Aggregate Outstanding Amount of Term Loans

SECTION 2.10 Optional and Mandatory Prepayments of Loans.

(a) Optional Prepayments. Borrower shall have the right at any time and from time to time to prepay any Loans, in whole or in part, subject to the requirements of this Section 2.10; provided, that, each partial prepayment shall be in an amount that is (i) in the case of Loans denominated in dollars, an integral multiple of $1.0 million, (ii) in the case of Loans denominated in euros, an integral multiple of €1.0 million, (iii) in the case of Loans denominated in pounds, an integral multiple of £1.0 million, (iv) in the case of Loans denominated in Australian dollars, an integral multiple of A$1.0 million, (v) in the case of Loans denominated in any other Alternate Currency, an integral multiple of the number of units of such Alternate Currency as is agreed by Borrower and the Administrative Agent at the time such Alternate Currency is approved pursuant to Section 1.09 or (vi) in any case, the outstanding principal amount of such Loans.  Each prepayment of Term Loans, Incremental Term Loans or Replacement Term Loans pursuant to this Section 2.10(a) shall be applied to the Term Loans, any then-existing Incremental Term Loans and

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any then-existing Replacement Term Loans on a pro rata basis, and, with respect to the Term Loans, to the principal repayment installments thereof in direct order of maturity, and, with respect to any then-existing Incremental Term Loans, as set forth in the applicable Increase Joinder, and, with respect to any then-existing Replacement Term Loans, as set forth in the applicable Replacement Term Loan Facility Amendment; provided, that, for the avoidance of doubt, Borrower shall be under no obligation to prepay any Revolving Loans in connection with any prepayment of Term Loans, Incremental Term Loans or Replacement Term Loans.

(b) Revolving Loan Prepayments.

(i) In the event of the termination of the Aggregate Revolving Commitments, Borrower shall, on the date of such termination, (A) repay or prepay all outstanding Revolving Loans, (B) repay or prepay all outstanding Swingline Loans, (C) repay all outstanding LC Borrowings, and (D) replace all outstanding Letters of Credit (or Cash Collateralize all outstanding Letters of Credit).

(ii) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments at such time, Borrower shall immediately prepay first, Swingline Loans, second, Revolving Loans, and third LC Borrowings (together with all accrued but unpaid interest thereon) and/or Cash Collateralize the LC Obligations, in an aggregate amount equal to such excess; provided, that, Borrower shall not be required to Cash Collateralize the LC Obligations pursuant to this Section 2.10(b)(ii) unless, after the prepayment of the Swingline Loans and the Revolving Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitments at such time.

(iii) If the Administrative Agent notifies Borrower at any time that the outstanding amount of all Loans and LC Obligations denominated in Alternate Currencies at such time exceeds an amount equal to 105% of the Alternate Currency Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, Borrower shall prepay Loans and/or Cash Collateralize Letters of Credit in an aggregate amount sufficient to reduce such outstanding amount as of such date of payment to an amount not to exceed 100% of the Alternate Currency Sublimit then in effect.

(c) Asset Sales. Not later than five (or in the case of any Asset Sale by a Foreign Subsidiary, ten) Business Days following the receipt of any Net Cash Proceeds of any Asset Sale by Borrower or any of its Subsidiaries, Borrower shall make prepayments in accordance with Sections 2.10(f) and (g) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, that:

(i) no such prepayment shall be required under this Section 2.10(c) with respect to (A) any Asset Sale permitted by Section 6.06(a) or Section 6.06(g), (B) the disposition of property which constitutes a Casualty Event, or (C) Asset Sales resulting in no more than $10.0 million in Net Cash Proceeds per Asset Sale (or series of related Asset Sales); and

(ii) so long as no Event of Default shall then exist or would arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds are expected to be reinvested in Capital Assets or a Permitted Acquisition within 12 months following the date of such Asset Sale (which Officer’s Certificate shall set forth the estimates of the proceeds to be so expended);

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provided, further, that, if all or any portion of such Net Cash Proceeds is not so reinvested within such 12-month period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(c).

(d) Debt Issuance or Preferred Stock Issuance. Not later than one Business Day (or in the case of any Debt Issuance or Preferred Stock Issuance by a Foreign Subsidiary, five Business Days) following the receipt of any Net Cash Proceeds of any Debt Issuance or Preferred Stock Issuance by Borrower or any of its Subsidiaries, Borrower shall make prepayments in accordance with Sections 2.10(f) and (g) in an aggregate amount equal to 100% of such Net Cash Proceeds.

(e) Casualty Events. Not later than ten Business Days following the receipt of any Net Cash Proceeds from a Casualty Event by Borrower or any of its Subsidiaries (other than any Casualty Event resulting in Net Cash Proceeds of less than $2.5 million), Borrower shall make prepayments in accordance with Sections 2.10(f) and (g) in an aggregate amount equal to 100% of such Net Cash Proceeds; provided, that:

(i) so long as no Event of Default shall then exist or arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that Borrower shall have delivered an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such proceeds are expected to be used to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to reinvest in other Capital Assets or a Permitted Acquisition, no later than 12 months following the date of receipt of such proceeds; and

(ii) if any portion of such Net Cash Proceeds shall not be so applied within such 12-month period, such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(e).

(f) Application of Prepayments. Mandatory prepayments pursuant to Sections 2.10(c), (d) and (e) shall be applied to the Term Loans, any then-existing Incremental Term Loans and any then-existing Replacement Term Loans on a pro rata basis, and, with respect to the Term Loans, to the principal repayment installments thereof in direct order of maturity, and, with respect to any then-existing Incremental Term Loans, as set forth in the applicable Increase Joinder, and, with respect to any then-existing Replacement Term Loans, as set forth in the applicable Replacement Term Loan Facility Amendment.  Amounts to be applied pursuant to this Section 2.10 shall be applied first to reduce outstanding ABR Loans. Any amounts remaining after each such application shall be applied to prepay Eurocurrency Loans. Notwithstanding the foregoing, if the amount of any prepayment of Loans required under this Section 2.10 shall be in excess of the amount of the ABR Loans at the time outstanding (an “Excess Amount”), only the portion of the amount of such prepayment as is equal to the amount of such outstanding ABR Loans shall be immediately prepaid and, at the election of Borrower, the Excess Amount shall be either (i) deposited in an escrow account on terms satisfactory to the Collateral Agent and applied to the prepayment of Eurocurrency Loans on the last day of the then next-expiring Interest Period for such Eurocurrency Loans (provided, that, (A) interest in respect of such Excess Amount shall continue to accrue thereon at the rate provided hereunder for the Loans which such Excess Amount is intended to repay until such Excess Amount shall have been used in full to repay such Loans and (B) at any time while an Event of Default has occurred and is continuing, the Administrative Agent may, and upon written direction from the Required Lenders shall, apply any or all proceeds then on deposit to the payment of such Loans in an amount equal to such Excess Amount) or (ii) prepaid immediately, together with any amounts owing to the Lenders under Section 2.13.

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(g) Notice of Prepayment. Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice of any prepayment pursuant to this Section 2.10, which will be provided substantially in the form of Exhibit A or such other form as shall be acceptable to the Administrative Agent, which notice shall be delivered (i) in the case of prepayment of a Eurocurrency Borrowing denominated in dollars, not later than 11:00 a.m. three Business Days before the date of prepayment, (ii) in the case of a prepayment of a Eurocurrency Borrowing denominated in an Alternate Currency (other than any Special Notice Currency), not later than 11:00 a.m. four Business Days before the date of prepayment, (iii) in the case of a prepayment of a Eurocurrency Borrowing denominated in a Special Notice Currency, not later than 11:00 a.m. five Business Days before the date of prepayment, (iv) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m. one Business Day before the date of prepayment and (v) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m. on the date of prepayment (or, in each case, such shorter notice as shall be acceptable to the Administrative Agent in its sole discretion). Each such notice shall be irrevocable; provided, that, a notice of prepayment delivered by Borrower may state that such notice is conditioned upon the effectiveness of another credit facility or the closing of a securities offering or Asset Sale, in which case such notice may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Each such notice shall specify the prepayment date, the principal amount, currency and, if applicable Interest Period(s), of each Borrowing or portion thereof to be prepaid, and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the applicable Lenders of the contents thereof.  Subject to Section 2.10(f), each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing and otherwise in accordance with this Section 2.10. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.06.

SECTION 2.11 Alternate Rate of Interest; Successor LIBOR Rate.

(a) If prior to the commencement of any Interest Period for a Eurocurrency Borrowing:

(i) the Administrative Agent determines (which determination shall be final and conclusive absent manifest error) that (A) deposits (whether in dollars or an Alternate Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Borrowing, or (B) adequate and reasonable means do not exist for ascertaining the LIBOR Rate for such Interest Period with respect to a proposed Eurocurrency Borrowing (whether denominated in dollars or an Alternate Currency) or in connection with an existing or proposed ABR Loan (in each case with respect to clause (a)(i), an “Impacted Loan”); or

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

then the Administrative Agent shall give written notice thereof to Borrower and the applicable Lenders as promptly as practicable thereafter, and, until the Administrative Agent notifies Borrower and the applicable Lenders that the circumstances giving rise to such notice no longer exist, (1) the obligation of the Lenders to make or maintain Eurocurrency Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Loans or

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Interest Periods), and (2) in the event of such a determination with respect to the LIBOR Rate component of the Alternate Base Rate, the utilization of the LIBOR Rate component in determining the Alternate Base Rate shall be suspended.  Upon receipt of such notice from the Administrative Agent, Borrower may revoke any pending request for a Eurocurrency Borrowing in the affected currency or currencies (to the extent of the affected Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for an ABR Borrowing in dollars in the amount specified therein.

Notwithstanding the foregoing, if the Administrative Agent has made the determination described in Section 2.11(a)(i), the Administrative Agent in consultation with Borrower and the appropriate Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (x) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under Section 2.11(a)(i), (y) the Administrative Agent or the appropriate Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (z) any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereof.

(b)Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent determines that (which determination shall be conclusive absent manifest error), or Borrower or the Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that Borrower or the Required Lenders (as applicable) have determined that: (i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”); or (iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 2.11(b), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice from Borrower or the Required Lenders, as applicable, the Administrative Agent and Borrower may amend this Agreement to replace the LIBOR Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes and any such amendment shall become effective on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment.

If no LIBOR Successor Rate has been determined and the circumstances under Section 2.11(b)(i) exist or the Scheduled Unavailability Date has occurred (as applicable), the

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Administrative Agent will promptly so notify Borrower and each Lender.  Thereafter, (A) the obligation of the Lenders to make or maintain Eurocurrency Loans shall be suspended (to the extent of the affected Eurocurrency Loans or Interest Periods), and (B) the LIBOR Rate component shall no longer be utilized in determining the Alternate Base Rate.  Upon receipt of such notice, Borrower may revoke any pending request for a Eurocurrency Borrowing (to the extent of the affected Eurocurrency Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for an ABR Borrowing (subject to the foregoing clause (B)) in the amount specified therein.

Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

SECTION 2.12 Yield Protection.

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

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in, by any Lender (except any reserve requirement contemplated by Section 2.12(f)) or any Issuing Bank;

(ii) subject any Lender, the Administrative Agent or any Issuing Bank to any Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Loan made by it (except for Indemnified Taxes or Other Taxes indemnifiable under Section 2.15 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender, the Administrative Agent or such Issuing Bank); or

(iii) impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender, the Administrative Agent or such Issuing Bank of making, converting to, continuing or maintaining any Loan, or of maintaining its obligation to make any such Loan, or to increase the cost to such Lender, the Administrative Agent, such Issuing Bank or such Lender’s or such Issuing Bank’s holding company, if any, of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, the Administrative Agent or such Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Administrative Agent or such Issuing Bank, Borrower will pay to such Lender, the Administrative Agent or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender, the Administrative Agent or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.  Notwithstanding anything herein to the contrary, for all purposes under this Agreement, (x) all requests, rules, guidelines requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III and (y) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder

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or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a Change in Law, regardless of the date enacted, adopted, issued or implemented.

(b) Capital Requirements. If any Lender or any Issuing Bank determines (in good faith, but in its absolute sole discretion) that any Change in Law affecting such Lender or such Issuing Bank or any Lending Office of such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy or liquidity), then from time to time Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

(c) Mandatory Costs. If any Lender or any Issuing Bank incurs any Mandatory Costs attributable to the Obligations, then from time to time Borrower will pay to such Lender or such Issuing Bank, as the case may be, such Mandatory Costs.  Such amount shall be expressed as a percentage rate per annum and shall be payable on the full amount of the applicable Obligations.

(d) Certificates for Reimbursement. A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in Sections 2.12(a), (b) or (c) and delivered to Borrower shall (i) set forth in reasonable detail the basis for, and the calculation of, such amount or amounts and (ii) be conclusive absent manifest error. Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(e) Delay in Requests. Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided, that, Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

(f) Reserves on Eurocurrency Loans. Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the

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Commitments or the funding of the Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which in each case shall be due and payable on each date on which interest is payable on such Loan; provided, that, Borrower shall have received at least ten (10) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender.  If a Lender fails to give notice ten (10) days prior to the relevant Interest Payment Date, such additional interest shall be due and payable ten (10) days from receipt of such notice.

SECTION 2.13 Breakage Payments.

In the event of (a) the payment or prepayment, whether optional or mandatory, of any principal of any Eurocurrency Loan earlier than the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan earlier than the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto, (d) the assignment of any Eurocurrency Loan earlier than the last day of the Interest Period applicable thereto as a result of a request by Borrower pursuant to Section 2.16(b), or (e) any failure by Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternate Currency on its scheduled due date or any payment thereof in a different currency, then, in any such event, upon demand of any Lender, Borrower shall compensate such Lender for the loss, cost and expense attributable to such event. Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBOR Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the Eurocurrency market. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.13 shall be delivered to Borrower (with a copy to the Administrative Agent) and shall be conclusive and binding absent manifest error. Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

SECTION 2.14 Payments Generally; Pro Rata Treatment; Sharing of Setoffs.

(a) Payments Generally. All payments to be made by Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternate Currency, all payments by Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein.  Except as otherwise expressly provided herein, all payments by Borrower hereunder with respect to principal and interest on Loans denominated in an Alternate Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in such Alternate Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein.  Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States.  If, for any reason, Borrower is prohibited by any law from making any required payment hereunder

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in an Alternate Currency, Borrower shall make such payment in dollars in the Dollar Equivalent of the Alternate Currency payment amount.  The Administrative Agent will promptly distribute to each Lender its Pro Rata Percentage in respect of the relevant facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office.  All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in dollars, or (ii) after the Applicable Time specified by the Administrative Agent, in the case of payments in an Alternate Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.  Except as otherwise specifically provided for in this Agreement, if any payment to be made by Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may.

(b) Pro Rata Treatment.

(i) Each payment of interest in respect of the Loans shall be applied to the amounts of such obligations owing to the Lenders pro rata according to the respective amounts due and owing to the Lenders.

(ii) Each payment on the account of principal of the Term Loans shall be allocated among the Term Loan Lenders pro rata based on the principal amount of the Term Loans held by the Term Loan Lenders.  Each payment on the account of principal of any Incremental Term Loans under any Incremental Term Loan Facility shall be allocated among the Incremental Term Loan Lenders under such Incremental Term Loan Facility pro rata based on the principal amount of such Incremental Term Loans under such Incremental Term Loan Facility held by the Incremental Term Loan Lenders under such Incremental Term Loan Facility.  Each payment on the account of principal of any Replacement Term Loans under any Replacement Term Loan Facility shall be allocated among the Replacement Term Loan Lenders under such Replacement Term Loan Facility pro rata based on the principal amount of such Replacement Term Loans under such Replacement Term Loan Facility held by the Replacement Term Loan Lenders under such Replacement Term Loan Facility.  Each payment on account of principal of the Revolving Borrowings shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving Lenders, except as expressly provided by Section 2.22(d).

(c) Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts owing hereunder, such funds shall be applied in the manner set forth in, and subject to, Section 8.03.

(d) Sharing of Set-Off. If any Lender (and/or any Issuing Bank, each of which shall be deemed a “Lender” for purposes of this Section 2.14(d)) shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other Obligations resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans

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and other Obligations owing them (all as calculated by using Dollar Equivalents of any amounts in Alternate Currencies on the date of such purchase); provided, that:

(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.21, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or in LC Obligations or Swingline Loans to any assignee or participant, other than an assignment to any Loan Party or any Affiliate thereof (as to which the provisions of this Section shall apply).

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

(e) Borrower Default. Unless the Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to the Administrative Agent for the account of any of the Lenders or any of the Issuing Banks hereunder that Borrower will not make such payment, the Administrative Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or the applicable Issuing Banks, as the case may be, the amount due. In such event, if Borrower has not in fact made such payment, then each of the Lenders or each of the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, and, in the case of a Borrowing in dollars, if greater, the Federal Funds Effective Rate.

SECTION 2.15 Taxes.

(a) Payments Free of Taxes.

(i) Any and all payments by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided, that, if the applicable Withholding Agent shall be required by applicable Requirements of Law (as determined in the good faith discretion of the applicable Withholding Agent) to deduct or withhold any Tax, then the Administrative Agent or Borrower shall be entitled

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to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to Section 2.15(e).

(ii) If Borrower or the Administrative Agent shall be required by the Code to deduct or withhold any Tax, including both U.S. federal backup withholding and withholding Taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to Section 2.15(e), (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 2.15) the Lender receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(iii) If Borrower or the Administrative Agent shall be required by any other Requirement of Law to deduct or withhold any Taxes from any payment, then (A) Borrower or the Administrative Agent, as required by such Requirement of Law, shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to Section 2.15(e), (B) Borrower or the Administrative Agent, to the extent required by such Requirement of Law, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Requirement of Law, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 2.15) the Lender receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b) Payment of Other Taxes by Borrower. Without limiting the provisions of Section 2.15(a), Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Requirements of Law.

(c) Indemnification by Borrower. Borrower shall indemnify the Administrative Agent, each Lender and any other recipient or beneficial owner of any payment to be made by or on account of any obligation of any Loan Party hereunder, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable by such party, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by such party (other than the Administrative Agent) with a copy to the Administrative Agent, or by the Administrative Agent on its own behalf or on behalf of any such party, shall be conclusive absent manifest error.

(d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by Borrower to a Governmental Authority, Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental

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Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Status of Lenders and Administrative Agent. Any Lender that is entitled to an exemption from or reduction of any withholding Tax with respect to any payments hereunder or under any other Loan Document shall, to the extent it may lawfully do so, deliver to Borrower and to the Administrative Agent, at the time or times reasonably requested by Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Requirements of Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Requirements of Law or reasonably requested by Borrower or the Administrative Agent as will enable Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the above two sentences, in the case of any Taxes that are not U.S. federal withholding Taxes, the completion, execution and submission of non-U.S. federal forms shall not be required if in the Lender’s reasonable judgment it is not lawfully able to do so or such completion, execution or submission would subject such Lender to any unreimbursed cost or expense or would be disadvantageous to such Lender in any material respect.

Without limiting the generality of the foregoing, in the event that any Loan Party is resident for tax purposes in the United States, any Foreign Lender shall, to the extent it may lawfully do so, deliver to Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:

(i) duly completed copies of Internal Revenue Service Form W-8BEN, Internal Revenue Service Form W-8BEN-E or any successor forms claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(ii) duly completed copies of Internal Revenue Service Form W-8ECI (or any successor forms),

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate, in substantially the form of Exhibit K-1, or any other form approved by the Administrative Agent, to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and that no payments in connection with the Loan Documents are effectively connected with such Foreign Lender’s conduct of a U.S. trade or business or, to the extent any payments are effectively connected, such payments are not includable in the Foreign Lender’s gross income for U.S. federal income tax purposes under an income tax treaty and (y) duly completed copies of Internal Revenue Service Form W-8BEN, Internal Revenue Service Form W-8BEN-E or any successor forms,

(iv) to the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership or participating Lender granting a typical participation), an Internal Revenue Service Form W-8IMY, accompanied by an Internal

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Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN, Internal Revenue Service Form W-8BEN-E, a certificate in substantially the form of Exhibit K-2 or Exhibit K-3, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided, that, if the Foreign Lender is a partnership (and not a participating Lender) and one or more beneficial owners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a certificate, in substantially the form of Exhibit K-4, on behalf of such beneficial owner(s), or

(v) any other form prescribed by applicable Requirements of Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax duly completed together with such supplementary documentation as may be prescribed by applicable Requirements of Law to permit Borrower and the Administrative Agent to determine the withholding or deduction required to be made.

Each Foreign Lender shall, from time to time after the initial delivery by such Foreign Lender of the forms described in this Section 2.15(e), whenever a lapse in time or change in such Foreign Lender’s circumstances renders such forms, certificates or other evidence so delivered obsolete or inaccurate, promptly (1) deliver to Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) renewals, amendments or additional or successor forms, properly completed and duly executed by such Foreign Lender, together with any other certificate or statement of exemption required in order to confirm or establish such Foreign Lender’s status or that such Foreign Lender is entitled to an exemption from or reduction in U.S. federal withholding Tax or (2) notify Administrative Agent and Borrower of its legal inability to deliver any such forms, certificates or other evidence.

Any Lender that is not a Foreign Lender shall deliver to Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter as prescribed by applicable law or upon the request of Borrower or the Administrative Agent), duly executed and properly completed copies of Internal Revenue Service Form W-9 certifying that it is not subject to backup withholding.

If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this paragraph, “FATCA” shall include any amendments made to FATCA after the Closing Date.

(f) Treatment of Certain Refunds.  Unless required by a Requirement of Law, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender.  If the Administrative Agent or a Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant to this Section, it shall pay to

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the applicable Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that, such Loan Party, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender or in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its Tax Returns (or any other information relating to its Taxes that it deems confidential) to Borrower or any other person. Notwithstanding anything to the contrary in this Agreement, in no event will the Administrative Agent or any Lender be required to pay any amount to a Loan Party the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent or such Lender would have been in if the Indemnified Taxes or Other Taxes giving rise to such refund had never been imposed in the first instance.

(g) Indemnification by Lenders.  Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, (i) against any Indemnified Taxes or Other Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting the obligation of the Loan Parties to do so) and (ii) against any Indemnified Taxes or Other Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.04(d) relating to the maintenance of a Participant Register and any Excluded Taxes attributable to such Lender, in either case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.15(g).

(h) Payments. For purposes of this Section 2.15, any payments by the Administrative Agent to a Lender of any amounts received by the Administrative Agent from a Loan Party on behalf of such Lender shall be treated as a payment from the Loan Party to such Lender.

(i) Defined Terms. For all purposes of this Section 2.15, the term “Lender” shall include each Issuing Bank and the term “applicable Requirements of Law” shall include FATCA.

SECTION 2.16 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 2.12, or requires Borrower to pay any additional amount or indemnity payment to any Lender, any Issuing Bank or any Governmental Authority for the account of any Lender or any Issuing Bank pursuant to Section 2.15, or if any Lender gives notice pursuant to Section 2.17, then at the request of Borrower, such Lender or such Issuing Bank shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or such Issuing Bank, such designation or assignment (i) would eliminate

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or reduce amounts payable pursuant to Section 2.12 or 2.15, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 2.17, as applicable, and (ii) in each case, would not subject such Lender or such Issuing Bank, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or such Issuing Bank, as the case may be. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or any Issuing Bank in connection with any such designation or assignment. A certificate setting forth such costs and expenses submitted by such Lender or such Issuing Bank to Borrower shall be conclusive absent manifest error.

(b) Replacement of Lenders. If (i) any Lender requests compensation under Section 2.12, or if Borrower is required to pay any additional amount or indemnity payment to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section 2.16(a), (ii) any Lender is a Defaulting Lender, or (iii) any Lender is a Non-Consenting Lender, Borrower may, in each case, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all of its interests, rights (other than its existing rights to payments pursuant to Section 2.12 or Section 2.15) and obligations under this Agreement and the other Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided, that, (A) Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.04; (B) such Lender shall have received payment of an amount equal to 100% of the outstanding principal of its Loans and LC Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.13) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrower (in the case of all other amounts); (C) in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.15, such assignment will result in a reduction in such compensation or payments thereafter; (D) such assignment does not conflict with applicable Requirements of Law; and (E) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.  A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

Each Lender agrees that, if Borrower elects to replace such Lender in accordance with this Section 2.16(b), it shall promptly execute and deliver to the Administrative Agent an Assignment and Assumption to evidence the assignment and shall deliver to the Administrative Agent any Note (if Notes have been issued in respect of such Lender’s Loans) subject to such Assignment and Assumption; provided, that, the failure of any such Lender to execute an Assignment and Assumption shall not render such assignment invalid and such assignment shall be recorded in the Register.

SECTION 2.17 Illegality.

If any Lender determines in good faith that any Requirement of Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to perform any of its obligations hereunder or to make, maintain or fund or charge interest with respect to any Credit Extension or to determine or charge interest rates based upon the LIBOR Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or

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sell, or to take deposits of, dollars or any Alternate Currency in the applicable interbank market, then, on notice thereof by such Lender to Borrower through the Administrative Agent, (a) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Credit Extension or continue Eurocurrency Loans in the affected currency or currencies or, in the case of Eurocurrency Loans in dollars, to convert ABR Loans to Eurocurrency Loans shall be suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which is determined by reference to the LIBOR Rate component of the Alternate Base Rate, the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR Rate component of the Alternate Base Rate, in each case until such Lender notifies the Administrative Agent and Borrower that the circumstances giving rise to such determination no longer exist.  Upon receipt of such notice, (i) Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in dollars, convert all Eurocurrency Loans of such Lender to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the LIBOR Rate component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Loans and (ii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the LIBOR Rate, the Administrative Agent shall during the period of such suspension compute the Alternate Base Rate applicable to such Lender without reference to the LIBOR Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the LIBOR Rate.  Upon any such prepayment or conversion, Borrower shall also pay accrued interest on the amount so prepaid or converted.

SECTION 2.18 Swingline Loans.

(a) The Swingline. Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.18, may in its sole discretion make loans to Borrower (each such loan, a “Swingline Loan”).  Each such Swingline Loan may be made, subject to the terms and conditions set forth herein, to Borrower, in dollars, from time to time on any Business Day during the Revolving Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Commitment or the Swingline Lender’s Swingline Lender Commitment, notwithstanding the fact that such Swingline Loans, when aggregated with the Pro Rata Revolving Percentage of the outstanding amount of Revolving Loans and LC Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, that, (i) after giving effect to any Swingline Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments at such time, and (B) the Revolving Exposure of any Revolving Lender at such time shall not exceed such Lender’s Revolving Commitment, (ii) Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan, and (iii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure.  Within the foregoing limits, and subject to the other terms and conditions hereof, Borrower may borrow under this Section 2.18, prepay under Section 2.10(a), and reborrow under this Section 2.18.  Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Pro Rata Revolving Percentage times the amount of such Swingline Loan.

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(b) Swingline Loans. To request a Swingline Loan, Borrower shall deliver a duly completed and executed Borrowing Request to the Swingline Lender. Each such Borrowing Request must be received by the Swingline Lender not later than 12:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $1.0 million and integral multiples of such amount, and (ii) the requested date of the Borrowing of such Swingline Loan (which shall be a Business Day).  Promptly after receipt by the Swingline Lender of any such Borrowing Request, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Borrowing Request and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof.  Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of a Swingline Loan (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the proviso to the second sentence of Section 2.18(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender may make the amount of its Swingline Loan available to Borrower at its office by crediting the account of Borrower on the books of the Swingline Lender in immediately available funds.

(c) Refinancing of Swingline Loans.

(i) The Swingline Lender at any time in its sole discretion may request, on behalf of Borrower (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Revolving Lender make an ABR Revolving Loan in an amount equal to such Lender’s Pro Rata Revolving Percentage of the amount of Swingline Loans then outstanding.  Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request for purposes hereof) and in accordance with the requirements of Sections 2.02 and 2.03, without regard to the minimum and multiples specified therein for the principal amount of ABR Loans, but subject to the unutilized portion of the Aggregate Revolving Commitments and the conditions set forth in Section 4.02.  The Swingline Lender shall furnish Borrower with a copy of the applicable Borrowing Request promptly after delivering such notice to the Administrative Agent.  Each Revolving Lender shall make an amount equal to its Pro Rata Revolving Percentage of the amount specified in such Borrowing Request available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swingline Loan) for the account of the Swingline Lender at the Administrative Agent’s Office for dollar-denominated payments not later than 1:00 p.m. on the day specified in such Borrowing Request, whereupon, subject to Section 2.18(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made an ABR Revolving Loan to Borrower in such amount.  The Administrative Agent shall remit the funds so received to the Swingline Lender.

(ii) If for any reason any Swingline Loan cannot be refinanced by ABR Revolving Loans in accordance with Section 2.18(c)(i), the request for ABR Revolving Loans submitted by the Swingline Lender as set forth herein shall be deemed to be a request by the Swingline Lender that each of the Revolving Lenders fund its risk participation in the relevant Swingline Loan and each Revolving Lender’s payment to the Administrative Agent for the account of the Swingline Lender pursuant to Section 2.18(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such

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Lender pursuant to the foregoing provisions of this Section 2.18(c) by the time specified in Section 2.18(c)(i), the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing.  If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s ABR Revolving Loan included in the relevant ABR Revolving Borrowing or funded participation in the relevant Swingline Loan, as the case may be.  A certificate of the Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.18(c)(iii) shall be conclusive absent manifest error.

(iv) Each Revolving Lender’s obligation to make ABR Revolving Loans or to purchase and fund risk participations in Swingline Loans pursuant to this Section 2.18(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swingline Lender, Borrower or any other person for any reason whatsoever, (B) the occurrence or continuance of a Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, that, each Revolving Lender’s obligation to make ABR Revolving Loans pursuant to this Section 2.18(c) is subject to the conditions set forth in Section 4.02 (other than delivery by Borrower of a Borrowing Request).  No such funding of risk participations shall relieve or otherwise impair the obligation of Borrower to repay Swingline Loans, together with interest as provided herein.  

(d) Repayment of Participations.

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

(ii)If any payment received by the Swingline Lender in respect of principal or interest on any Swingline Loan is required to be returned by the Swingline Lender for any reason (including pursuant to any settlement entered into by the Swingline Lender in its discretion), each Revolving Lender shall pay to the Swingline Lender its Pro Rata Revolving Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Effective Rate.  The Administrative Agent will make such demand upon the request of the Swingline Lender.  The obligations of the Lenders under this clause shall survive the Facility Termination Date and the termination of this Agreement.

(e) Interest for Account of Swingline Lender. The Swingline Lender shall be responsible for invoicing Borrower for interest on the Swingline Loans.  Until each Revolving Lender funds its ABR Revolving Loan or risk participation pursuant to this Section 2.18 to refinance such Revolving Lender’s Pro Rata Revolving Percentage of any Swingline Loan, interest in respect of such Pro Rata Revolving Percentage shall be solely for the account of the Swingline Lender.

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(f) Payments Directly to Swingline Lender.  Borrower shall make all payments of principal and interest in respect of the Swingline Loans directly to the Swingline Lender.

SECTION 2.19 Letters of Credit.

(a) The Letter of Credit Commitment.

(i)Subject to the terms and conditions set forth herein, (A) each Issuing Bank agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section,  (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.19(b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of Borrower or any of its Subsidiaries and any drawings thereunder; provided, that, after giving effect to any LC Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the Revolving Exposure of any Revolving Lender shall not exceed such Lender’s Revolving Commitment, and (z) the outstanding amount of the LC Obligations shall not exceed the LC Commitment; provided, further, that, after giving effect to all LC Credit Extensions, the aggregate outstanding amount of all LC Obligations of any Issuing Bank shall not exceed such Issuing Bank’s Issuing Bank Commitment.  Each request by Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the LC Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence.  Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii)No Issuing Bank shall issue any Letter of Credit if: (A) subject to Section 2.19(b)(iv), the expiry date of the requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the Required Revolving Lenders have approved such expiry date; or (B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date.

(iii)No Issuing Bank shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing the Letter of Credit, or any Requirement of Law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good xxxxx xxxxx material to it; (B) the issuance of the Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; (C) except as otherwise agreed by the Administrative Agent and such

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Issuing Bank, the Letter of Credit is in an initial stated amount less than $500,000; (D) except as otherwise agreed by the Administrative Agent and such Issuing Bank, the Letter of Credit is to be denominated in a currency other than an Approved Currency; (E) any Revolving Lender is at that time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with Borrower or such Revolving Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.20(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Obligations as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion; (F) the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (G) such Issuing Bank does not as of the issuance date of the requested Letter of Credit issue Letters of Credit in the requested currency.

(iv)No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.

(v)No Issuing Bank shall be under any obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to the Letter of Credit.

(vi)Each Issuing Bank shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by any Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to each Issuing Bank.

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

(i)Each Letter of Credit shall be issued or amended, as the case may be, upon the request of Borrower delivered to an Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of Borrower and/or the Subsidiary for which such Letter of Credit is being issued, as required by such Issuing Bank. Such Letter of Credit Application may be sent by fax transmission, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable Issuing Bank, by personal delivery or by any other means acceptable to such Issuing Bank. Such Letter of Credit Application must be received by the applicable Issuing Bank and the Administrative Agent not later than 11:00 a.m. at least five Business Days (or such later date and time as the Administrative Agent and such Issuing Bank may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be.  In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable Issuing Bank: (A)

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the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof (and in the absence of specification of currency shall be deemed a request for a Letter of Credit denominated in dollars); (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as such Issuing Bank may require.  In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable Issuing Bank: (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as such Issuing Bank may require.  Additionally, Borrower shall furnish to the applicable Issuing Bank and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such Issuing Bank or the Administrative Agent may require.

(ii)Promptly after receipt of any Letter of Credit Application, the applicable Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from Borrower and, if not, such Issuing Bank will provide the Administrative Agent with a copy thereof.  Unless the applicable Issuing Bank has received written notice from any Revolving Lender, the Administrative Agent or any Loan Party, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices.  Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender’s Pro Rata Revolving Percentage times the amount of such Letter of Credit.

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

(iv)If Borrower so requests in any applicable Letter of Credit Application, an Issuing Bank may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that, any such Auto-Extension Letter of Credit must permit such Issuing Bank to prevent any such extension at least once in each twelve (12) month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve (12) month period to be agreed upon at the time such Letter of Credit is issued.  Unless otherwise directed by the applicable Issuing Bank, Borrower shall not be required to make a specific request to such Issuing Bank for any such extension.  Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not

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require) the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, that, such Issuing Bank shall not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof, or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Lender or Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such Issuing Bank not to permit such extension.

(c) Drawings and Reimbursements; Funding of Participations.

(i)Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable Issuing Bank shall notify Borrower and the Administrative Agent thereof.  In the case of a Letter of Credit denominated in an Alternate Currency, Borrower shall reimburse the applicable Issuing Bank in such Alternate Currency, unless (A) such Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in dollars, or (B) in the absence of any such requirement for reimbursement in dollars, Borrower shall have notified such Issuing Bank promptly following receipt of the notice of drawing that Borrower will reimburse such Issuing Bank in dollars.  In the case of any such reimbursement in dollars of a drawing under a Letter of Credit denominated in an Alternate Currency, the applicable Issuing Bank shall notify Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof.  Not later than 11:00 a.m. on the date of any payment by the applicable Issuing Bank under a Letter of Credit to be reimbursed in dollars, or the Applicable Time on the date of any payment by the applicable Issuing Bank under a Letter of Credit to be reimbursed in an Alternate Currency (each such date, an “Honor Date”), Borrower shall reimburse such Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency.  In the event that (1) a drawing denominated in an Alternate Currency is to be reimbursed in dollars pursuant to the second sentence in this Section 2.19(c)(i) and (2) the dollar amount paid by Borrower, whether on or after the Honor Date, shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the Alternate Currency equal to the drawing, Borrower agrees, as a separate and independent obligation, to indemnify the applicable Issuing Bank for the loss resulting from its inability on that date to purchase the Alternate Currency in the full amount of the drawing.  If Borrower fails to so reimburse the applicable Issuing Bank by such time, the Administrative Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternate Currency) (the “Unreimbursed Amount”), and the amount of such Revolving Lender’s Pro Rata Revolving Percentage thereof.  In such event, Borrower shall be deemed to have requested an ABR Revolving Borrowing to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of ABR Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Borrowing Request).  Any notice given by an Issuing Bank or the Administrative Agent pursuant to this Section 2.19(c)(i) may be given

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by telephone if immediately confirmed in writing; provided, that, the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)Each Revolving Lender shall upon any notice pursuant to Section 2.19(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable Issuing Bank, in dollars, at the Administrative Agent’s Office for dollar-denominated payments in an amount equal to its Pro Rata Revolving Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.19(c)(iii), each Revolving Lender that so makes funds available shall be deemed to have made an ABR Revolving Loan to Borrower in such amount.  The Administrative Agent shall remit the funds so received to the applicable Issuing Bank in dollars.

(iii)With respect to any Unreimbursed Amount that is not fully refinanced by ABR Revolving Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, Borrower shall be deemed to have incurred from the applicable Issuing Bank an LC Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which LC Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.  In such event, each Revolving Lender’s payment to the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 2.19(c)(ii) shall be deemed payment in respect of its participation in such LC Borrowing and shall constitute an LC Advance from such Lender in satisfaction of its participation obligation under this Section.

(iv)Until each Revolving Lender funds its ABR Revolving Loan or LC Advance pursuant to this Section 2.19(c) to reimburse an Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Revolving Percentage of such amount shall be solely for the account of such Issuing Bank.

(v)Each Revolving Lender’s obligation to make ABR Revolving Loans or LC Advances to reimburse an Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.19(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such Issuing Bank, Borrower, any Subsidiary or any other person for any reason whatsoever; (B) the occurrence or continuance of a Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, that, each Revolving Lender’s obligation to make ABR Revolving Loans pursuant to this Section 2.19(c) is subject to the conditions set forth in Section 4.02 (other than delivery of a Borrowing Request).  No such making of an LC Advance shall relieve or otherwise impair the obligation of Borrower to reimburse an Issuing Bank for the amount of any payment made by such Issuing Bank under any Letter of Credit, together with interest as provided herein.

(vi)If any Revolving Lender fails to make available to the Administrative Agent for the account of an Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.19(c) by the time specified in Section 2.19(c)(ii), then, without limiting the other provisions of this Agreement, such Issuing Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such

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Issuing Bank at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such Issuing Bank in connection with the foregoing.  If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s ABR Revolving Loan included in the relevant ABR Revolving Borrowing or LC Advance in respect of the relevant LC Borrowing, as the case may be.  A certificate of an Issuing Bank submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.19(c)(vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.

(i)At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s LC Advance in respect of such payment in accordance with Section 2.19(c), if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Revolving Percentage thereof in dollars and in the same funds as those received by the Administrative Agent.

(ii)If any payment received by the Administrative Agent for the account of an Issuing Bank pursuant to Section 2.19(c)(i) is required to be returned under any circumstances (including pursuant to any settlement entered into by such Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of such Issuing Bank its Pro Rata Revolving Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect.  The obligations of the Lenders under this clause shall survive the Facility Termination Date and the termination of this Agreement.

(e) Obligations Absolute.  The obligation of Borrower to reimburse each Issuing Bank for each drawing under each Letter of Credit and to repay each LC Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: (i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document; (ii) the existence of any claim, counterclaim, setoff, defense or other right that Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any person for whom any such beneficiary or any such transferee may be acting), such Issuing Bank or any other person, whether in connection with this Agreement or by such Letter of Credit, the transactions contemplated hereby or any agreement or instrument relating thereto, or any unrelated transaction; (iii) any draft, demand, endorsement, certificate or other document presented under or in connection with such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; (iv) waiver by such Issuing Bank of any requirement that exists for such Issuing Bank’s protection and not the protection of Borrower or any waiver by such Issuing Bank which does not in fact materially prejudice Borrower; (v) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft; (vi) any payment made by such Issuing Bank in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit if presentation after such date is authorized by the UCC or the ISP, as

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applicable; (vii) any payment by such Issuing Bank under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by such Issuing Bank under such Letter of Credit to any person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (viii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower or any of its Subsidiaries; or (ix) any adverse change in the relevant exchange rates or in the availability of the relevant Alternate Currency to Borrower or any Subsidiary or in the relevant currency markets generally.

Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with Borrower’s instructions or other irregularity, Borrower will immediately notify the applicable Issuing Bank.  Borrower shall be conclusively deemed to have waived any such claim against the applicable Issuing Bank and its correspondents unless such notice is given as aforesaid.

(f) Role of Issuing Bank.  Each Lender and Borrower agree that, in paying any drawing under a Letter of Credit, no Issuing Bank shall have any responsibility to obtain any document (other than any sight or time draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the person executing or delivering any such document.  None of any Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document.  Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, that, this assumption is not intended to, and shall not, preclude Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  None of any Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any Issuing Bank shall be liable or responsible for any of the matters described in Section 2.19(e); provided, that, anything in such clauses to the contrary notwithstanding, Borrower may have a claim against an Issuing Bank, and an Issuing Bank may be liable to Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by Borrower which Borrower proves, as determined by a final nonappealable judgment of a court of competent jurisdiction, were caused by such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight or time draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit.  In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring, endorsing or assigning or purporting to transfer, endorse or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.  Each Issuing Bank may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication

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(“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

(g) Applicability of ISP; Limitation of Liability.  Unless otherwise expressly agreed by the applicable Issuing Bank and Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit.  Notwithstanding the foregoing, no Issuing Bank shall be responsible to Borrower for, and each Issuing Bank’s rights and remedies against Borrower shall not be impaired by, any action or inaction of such Issuing Bank required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Requirement(s) of Law or any order of a jurisdiction where such Issuing Bank or the beneficiary is located, the practice stated in the ISP, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

(h) Conflict with Issuer Documents.  In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(i) Issuing Bank Reports to the Administrative Agent.  Unless otherwise agreed by the Administrative Agent, each Issuing Bank shall, in addition to its notification obligations set forth elsewhere in this Section 2.19, provide the Administrative Agent a Letter of Credit Report, as set forth below: (i) reasonably prior to the time that such Issuing Bank issues, amends, renews, increases or extends a Letter of Credit, the date of such issuance, amendment, renewal, increase or extension and the stated amount of the applicable Letters of Credit after giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed); (ii) on each Business Day on which such Issuing Bank makes a payment pursuant to a Letter of Credit, the date and amount of such payment; (iii) on any Business Day on which Borrower fails to reimburse a payment made pursuant to a Letter of Credit required to be reimbursed to such Issuing Bank on such day, the date of such failure and the amount of such payment; (iv) on any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such Issuing Bank; and (v) for so long as any Letter of Credit issued by an Issuing Bank is outstanding, such Issuing Bank shall deliver to the Administrative Agent (A) on the last Business Day of each calendar month, (B) at all other times a Letter of Credit Report is required to be delivered pursuant to this Agreement, and (C) on each date that (1) an LC Credit Extension occurs or (2) there is any expiration, cancellation and/or disbursement, in each case, with respect to any such Letter of Credit, a Letter of Credit Report appropriately completed with the information for every outstanding Letter of Credit issued by such Issuing Bank.

(j) Additional Issuing Banks.  Any Revolving Lender hereunder may become an Issuing Bank upon receipt by the Administrative Agent of a fully executed Notice of Additional Issuing Bank which shall be signed by Borrower, the Administrative Agent and each Issuing Bank.  Such new Issuing Bank shall provide its Issuing Bank Commitment in such Notice of Additional Issuing Bank and upon the receipt by the Administrative Agent of the fully executed Notice of Additional Issuing Bank, Schedule 1.01(d) shall be deemed amended to incorporate the Issuing Bank Commitment of such new Issuing Bank.

(k) Letters of Credit Issued for Subsidiaries.  Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, Borrower shall be obligated to reimburse the applicable Issuing Bank hereunder for any and all drawings under such Letter of Credit.  Borrower hereby acknowledges that the issuance

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of Letters of Credit for the account of Subsidiaries inures to the benefit of Borrower, and that Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

SECTION 2.20 Defaulting Lenders.

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

(i) Waivers and Amendments.  Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Class Lenders,” “Required Lenders,” “Required Revolving Lenders” and Section 10.02.

(ii) Defaulting Lender Waterfall.  Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows:  first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Lender hereunder; third, to Cash Collateralize any Issuing Bank’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.21; fourth, as Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and Borrower, to be held in a deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (B) Cash Collateralize any Issuing Bank’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.21; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise may be required under the Loan Documents in connection with any Lien conferred thereunder or directed by a court of competent jurisdiction; provided, that, if (1) such payment is a payment of the principal amount of any Loans or LC Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (2) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in LC Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.20(a)(v).  Any payments,

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prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.20(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees.

(A) Commitment Fees.  No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender (and Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B) LC Participation Fees. Each Defaulting Lender shall be entitled to receive LC Participation Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Pro Rata Revolving Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.21.  

(C) Defaulting Lender Fees. With respect to any LC Participation Fee not required to be paid to any Defaulting Lender pursuant to Section 2.20(a)(iii)(B), Borrower shall (1) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in LC Obligations that has been reallocated to such Non-Defaulting Lender pursuant to Section 2.20(a)(iv), (2) pay to the applicable Issuing Bank the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Bank’s Fronting Exposure to such Defaulting Lender, and (3) not be required to pay the remaining amount of any such fee.

(iv) Reallocation of Pro Rata Revolving Percentages to Reduce Fronting Exposure.  All or any part of such Defaulting Lender’s participation in LC Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Pro Rata Revolving Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment.  Subject to Section 10.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v) Cash Collateral, Repayment of Swingline Loans.  If the reallocation described in Section 2.20(a)(iv) cannot, or can only partially, be effected, Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Requirement(s) of Law, (A) first, prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (B) second, Cash Collateralize any Issuing Bank’s Fronting Exposure in accordance with the procedures set forth in Section 2.21.

(b) Defaulting Lender Cure.  If Borrower, the Administrative Agent, the Swingline Lender and each Issuing Bank agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified

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in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Percentages (without giving effect to Section 2.20(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided, that, no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Lender was a Defaulting Lender; provided, further, that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(c) Replacement of Defaulting Lenders.  If any Lender is a Defaulting Lender, then Borrower may replace such Lender in accordance with Section 2.16(b).

SECTION 2.21 Cash Collateral.

(a) Certain Credit Support Events.  If (i) an Issuing Bank has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an LC Borrowing, (ii) as of the Letter of Credit Expiration Date, any LC Obligation for any reason remains outstanding, (iii) Borrower shall be required to provide Cash Collateral pursuant to Section 2.10 or Section 8.02, or (iv) there shall exist a Defaulting Lender, Borrower shall immediately (in the case of clause (iii) above) or within one Business Day (in all other cases) following any request by the Administrative Agent or the applicable Issuing Bank, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.20(a)(iv) and any Cash Collateral provided by the Defaulting Lender). Additionally, if the Administrative Agent notifies Borrower at any time that the outstanding amount of all LC Obligations at such time exceeds 105% of the LC Commitment then in effect, then within two Business Days after receipt of such notice, Borrower shall provide Cash Collateral for the outstanding amount of the LC Obligations in an amount not less than the amount by which the outstanding amount of all LC Obligations exceeds the LC Commitment.

(b) Grant of Security Interest.  Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Collateral Agent, for the benefit of the Collateral Agent, the applicable Issuing Banks and the Lenders, and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.21(c).  If at any time the Collateral Agent determines that Cash Collateral is subject to any right or claim of any person other than the Collateral Agent, the applicable Issuing Banks or the Lenders as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, Borrower will, promptly upon demand by the Collateral Agent, pay or provide to the Collateral Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in one or more blocked, non-interest bearing deposit accounts at Bank of America.  Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.

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(c) Application.  Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.21 or Section 2.10(b), Section 2.19, Section 2.20 or Section 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific LC Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Revolving Lender that is a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(d) Release.  Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Revolving Lender (or, as appropriate, its assignee) following compliance with Section 10.04)) or (ii) the determination by the Collateral Agent and the applicable Issuing Banks that there exists excess Cash Collateral; provided, that, (A) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (B) the person providing Cash Collateral and the applicable Issuing Banks may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

SECTION 2.22 Increase in Commitments.

(a) Borrower Request. Borrower may by written notice to the Administrative Agent elect to request (i) prior to the last day of the Revolving Availability Period, an increase to the Aggregate Revolving Commitments (each, an “Incremental Revolving Increase” and collectively, the “Incremental Revolving Increases”) and/or (ii) the establishment of one or more tranches of term loans (each, an “Incremental Term Loan Facility” and collectively the “Incremental Term Loan Facilities”; the Incremental Revolving Increases, together with the Incremental Term Loan Facilities, each an “Incremental Facility” and collectively the “Incremental Facilities”) in an amount not in excess of $200.0 million in the aggregate and not less than $10.0 million individually. Each such notice shall specify (A) the date (each, an “Increase Effective Date”) on which Borrower proposes that an Incremental Facility shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) the identity of each Lender or Eligible Assignee to whom Borrower proposes any portion of such Incremental Facility be allocated and the amounts of such allocations; provided, that, any existing Lender approached to provide all or a portion of any Incremental Facility may elect or decline, in its sole discretion, to provide all or any portion of any Incremental Facility.

(b) Conditions. Each Incremental Facility shall become effective, as of such Increase Effective Date; provided, that:

(i) subject to the last proviso of this Section 2.22(b), each of the conditions set forth in Section 4.02 shall be satisfied;

(ii) subject to the last proviso of this Section 2.22(b), after giving effect to the incurrence of such Incremental Facility (and assuming for such purposes that any undrawn capacity under such Incremental Facility has been fully drawn) and to any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition concurrently with such Incremental Facility on a Pro Forma

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Basis, (A) Borrower shall be in compliance with each of the covenants set forth in Section 6.09 as of the most recent fiscal quarter for which Borrower was required to deliver financial statements pursuant to Section 5.01(a) or (b) (or, with respect to any such calculation to be made prior to the delivery of the first financial statements pursuant to Section 5.01(b) after the Closing Date, as of December 31, 2017 and with reference to the Audited Financial Statements), and (B) the First-Lien Leverage Ratio shall not be greater than 2.25:1.00;

(iii) Borrower shall make any payments required pursuant to Section 2.13 in connection with any adjustment of Revolving Loans pursuant to Section 2.22(d); and

(iv) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such Incremental Facility;

provided, further, that, to the extent the proceeds of any Incremental Facility are used to finance all or a portion of the purchase price of a Permitted Acquisition whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such Permitted Acquisition, a “Limited Condition Acquisition”), and Borrower has obtained commitments from lenders to fund such Incremental Facility (such commitments for such Incremental Facility, the “Incremental Financing Commitments”), then (1) if and to the extent the lenders providing the Incremental Financing Commitments for such Incremental Facility so agree, (x) the condition set forth in Section 4.02(c) shall be limited such that the only representations and warranties the accuracy of which shall be a condition to the availability of such Incremental Facility shall be (I) the Specified Representations, and (II) such representations and warranties under the definitive documentation for such Limited Condition Acquisition as entitle the applicable Loan Party and/or the applicable Subsidiary to terminate its obligations under such definitive documentation or decline to consummate such Limited Condition Acquisition, in each case, without paying any penalty or compensation to any party or incurring liability for breach if such representations and warranties fail to be true and correct, and (y) the condition set forth in Section 4.02(b) shall mean (I) no Default shall have occurred and be continuing at the time of execution of the definitive documentation for such Limited Condition Acquisition, and (II) no Event of Default pursuant to Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing at the time of the funding of such Incremental Facility in connection with the consummation of such Limited Condition Acquisition, and (2) for purposes of determining whether the conditions set forth in clause (b)(ii) above have been satisfied in connection with such Limited Condition Acquisition, upon an LCA Election, the date of determination of whether any such condition has been satisfied shall be deemed to be the LCA Test Date, and if, for such Limited Condition Acquisition, such condition would have been satisfied on the relevant LCA Test Date, such condition shall be deemed to have been satisfied.

(c) Terms of New Loans and Commitments. The terms and provisions of loans made pursuant to an Incremental Facility shall be as follows:

(i) terms and provisions of any loan made under an Incremental Term Loan Facility (any such loan, an “Incremental Term Loan”) shall be, except as otherwise set forth herein or in the Increase Joinder applicable to such Incremental Term Loan Facility, identical to the terms and provisions applicable to the Term Loans;

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(ii) the terms and provisions of Revolving Loans made in connection with any Incremental Revolving Increase shall be identical to the terms and provisions applicable to Revolving Loans;

(iii) the weighted average life to maturity of any Incremental Term Loans shall be no shorter than the then-remaining weighted average life to maturity of the existing Term Loans;

(iv) the maturity date of Incremental Term Loans under any Incremental Term Loan Facility (such maturity date for such Incremental Term Loan Facility, the “Incremental Term Loan Maturity Date”) shall not be earlier than the Term Loan Maturity Date, any then-existing Incremental Term Loan Maturity Date, or any then-existing Replacement Term Loan Maturity Date;

(v) the Applicable Margins for any Incremental Term Loans shall be determined by Borrower and the lenders providing such Incremental Term Loans; provided, that, in the event that the Applicable Margins for any Incremental Term Loans are greater by more than 50 basis points than the Applicable Margins for the Term Loans, any other then-existing Incremental Term Loans, or any then-existing Replacement Term Loans, then the Applicable Margins for the Term Loans, any other then-existing Incremental Term Loans, and any then-existing Replacement Term Loans shall be increased to the extent necessary so that the Applicable Margins for the Incremental Term Loans are only 50 basis points greater than the Applicable Margins for the Term Loans, any other then-existing Incremental Term Loans, or any then-existing Replacement Term Loans, as applicable; provided, further, that, in determining the Applicable Margins applicable to the Term Loans, the Incremental Term Loans, and the Replacement Term Loans, (A) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by Borrower to the Lenders of such Loans in the primary syndication thereof shall be included (with OID being equated to interest based on an assumed four-year life to maturity) and (B) customary arrangement or commitment fees payable to one or more arrangers (or their affiliates) of such Loans shall be excluded;

(vi) the minimum LIBOR Rate or Alternate Base Rate, if any, applicable to the Incremental Term Loans shall be determined by Borrower and the lenders providing such Incremental Term Loans; provided, that, an equal minimum LIBOR Rate or Alternate Base Rate shall be applicable to the Term Loans;

(vii) to the extent that the terms and provisions of any Incremental Term Loans are not identical to the Term Loans (except to the extent permitted by clause (iii), (iv), (v) or (vi) above) they shall be reasonably satisfactory to the Administrative Agent; and

(viii) any Incremental Revolving Increase shall be on terms (other than upfront fees payable to lenders providing all or any portion of any Incremental Revolving Increase or arrangement fees payable to arrangers (or their affiliates) in connection therewith) and pursuant to documentation applicable to the Aggregate Revolving Commitments.

Any Incremental Facility shall be effected pursuant to a joinder agreement (an “Increase Joinder”) executed by Borrower, the Administrative Agent and each lender providing any portion of such Incremental Facility, such Increase Joinder to be satisfactory to each such person. An Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the

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Administrative Agent, to effect the provisions of this Section 2.22 (including any such changes to this Agreement or the other Loan Documents as may be necessary to the extent any Incremental Term Loans are subordinated in right of payment to the Term Loans or any other then-existing Incremental Term Loans or the Liens securing any Incremental Term Loans are subordinated to the Secured Obligations, in each case, as contemplated by Section 2.22(f)).

(d) Adjustment of Revolving Loans. In connection with any Incremental Revolving Increase, each Revolving Lender that is acquiring a new or additional Revolving Commitment on the Increase Effective Date applicable to such Incremental Revolving Increase shall, to the extent necessary, make a Revolving Loan, the proceeds of which will be used to prepay the Revolving Loans of the other Revolving Lenders outstanding immediately prior to such Increase Effective Date, so that, after giving effect thereto, the Revolving Loans outstanding are held by the Revolving Lenders pro rata based on their Revolving Commitments after giving effect to such Incremental Revolving Increase.  If there is a new borrowing of Revolving Loans in connection with any Incremental Revolving Increase on the Increase Effective Date applicable to such Incremental Revolving Increase, the lenders party to the Increase Joinder for such Incremental Revolving Increase shall make such Revolving Loans in accordance with Section 2.01(b).

(e) Making of Incremental Term Loans. On any Increase Effective Date for any Incremental Term Loan Facility, subject to the satisfaction of the foregoing terms and conditions, each lender providing all or any portion of such Incremental Term Loan Facility shall make an Incremental Term Loan under such Incremental Term Loan Facility to Borrower in an amount equal to its Incremental Term Loan Commitment for such Incremental Term Loan Facility in accordance with Section 2.01(c).

(f) Equal and Ratable Benefit. The Loans and Commitments established pursuant to any Incremental Facility shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Security Documents, except that Incremental Term Loans may be subordinated in right of payment to the Term Loans or any other then-existing Incremental Term Loans or the Liens securing any Incremental Term Loans may be subordinated to the Secured Obligations, in each case, as set forth in the Increase Joinder applicable to such Incremental Term Loans. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the Security Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such Incremental Facility.

Article III

REPRESENTATIONS AND WARRANTIES

Each Loan Party represents and warrants to the Administrative Agent, the Collateral Agent, each of the Issuing Banks and each of the Lenders that:

SECTION 3.01 Organization; Powers.

Each Company (a) is duly organized and validly existing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to carry on its business as now conducted and to own and lease its property, except where the failure to have any such power or authority could not reasonably be expected to result in a Material Adverse Effect and (c) is qualified and in good standing (to the extent such concept is applicable in the applicable jurisdiction) to do business in every jurisdiction where such

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qualification is required, except in such jurisdictions where the failure to so qualify or be in good standing, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.02 Authorization; Enforceability.

This Agreement has been duly executed and delivered by each Loan Party and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03 No Conflicts.

Except as set forth on Schedule 3.03, the execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings and recordings necessary to perfect Liens created by the Loan Documents and (iii) consents, approvals, registrations, filings, permits or actions the failure to obtain or perform which could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate the Organizational Documents of such Loan Party, (c) will not violate any Requirement of Law, except for violations that could not reasonably be expected to result in a Material Adverse Effect, (d) will not violate or result in a default or require any consent or approval under any indenture, agreement or other instrument binding upon such Loan Party or its property, or (other than the Loan Documents) give rise to a right thereunder to require any payment to be made by any Loan Party, except for violations, defaults or the creation of such rights that could not reasonably be expected to result in a Material Adverse Effect, and (e) will not result in the creation or imposition of any Lien on any property of any Loan Party, except Liens created by the Loan Documents and Permitted Liens.

SECTION 3.04 Financial Statements; Projections; No Default.

(a) Historical Financial Statements of Borrower. Borrower has heretofore delivered to the Lenders (i) the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Borrower as of and for the fiscal years ended December 31, 2017, December 31, 2016 and December 31, 2015, reported upon by KPMG LLP, independent public accountants (the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Borrower as of and for the fiscal year ended December 31, 2017 being referred to herein as the “Audited Financial Statements”), and (ii) the consolidated balance sheets of Borrower as of September 30, 2017, and the related statement of income and cash flows of Borrower for the nine-month period ended September 30, 2017 and for the comparable period of the preceding fiscal year. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a) and (b) present fairly in all material respects in accordance with GAAP the consolidated financial condition and results of operations and cash flows of Borrower and its Subsidiaries as of the dates and for the periods to which they relate, subject, in the case of the financial statements referred to in clause (ii) of the preceding sentence or delivered pursuant to Section 5.01(b), to year-end audit adjustments and the absence of footnotes.

(b) No Liabilities. Since December 31, 2017, there has been no event, change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

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(c) Forecasts. The forecasts of financial performance of Borrower and its Subsidiaries furnished to the Lenders have been prepared in good faith by Borrower and based on assumptions believed by Borrower to be reasonable.

(d) No Default. No Company is in default under or with respect to, or a party to, any contractual obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

SECTION 3.05 Properties.

(a) Generally. Each Company has good title to, or valid leasehold interests in, all of its property material to its business except to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect, and such title or leasehold interest is free and clear of all Liens except for Permitted Liens and minor irregularities or deficiencies in title that, individually or in the aggregate, do not interfere with its ability to conduct its business as currently conducted or to utilize such property for its intended purpose. Except to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect, the property of the Companies, taken as a whole, (i) is in good operating order, condition and repair (ordinary wear and tear excepted) and (ii) constitutes all the property which is required for the business and operations of the Companies as presently conducted.

(b) Real Property. As of the Closing Date, no Company owns any fee interest in any material real property in the United States.

(c) Collateral. Except to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect, each Company owns or has rights to use all of the Collateral purportedly owned by it and all rights with respect to any of the foregoing used in, necessary for or material to such Company’s business as currently conducted. The use by each Company of such Collateral and all such rights with respect to the foregoing do not infringe on the rights of any person other than such infringement which could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No claim has been made and remains outstanding that any Company’s use of any Collateral does or may violate the rights of any third party that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

SECTION 3.06 Intellectual Property.

(a) Ownership/No Claims. Each Company owns, is licensed, or is otherwise authorized to use, all patents, patent applications, trademarks, trade names, service marks, copyrights, trade secrets, proprietary information and processes, domain names and know-how, in each case necessary for the conduct of its business as currently conducted (the “Intellectual Property”), except for those the failure to own, license or otherwise be authorized to use which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. There is no claim pending against any Company alleging that the use of any such Intellectual Property or the conduct of the Company’s business infringes, misappropriates or violates the intellectual property rights of any other person or challenging the validity of any such Intellectual Property owned by the Company, except, in any such case, for any claim that could not reasonably be expected to result in a Material Adverse Effect.

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(b) No Violations or Proceedings. Except as could not reasonably be expected to result in a Material Adverse Effect, on and as of the Closing Date, there is no infringement, misappropriation or violation by others of any right of such Loan Party with respect to any copyright, patent or trademark pledged by it under the name of such Loan Party.

SECTION 3.07 Equity Interests and Subsidiaries.

(a) Equity Interests. Schedules 1(a) and 7(a) to the Perfection Certificate dated the Closing Date set forth a list of (i) Borrower, each direct Subsidiary of Borrower or any Subsidiary Guarantor and their respective jurisdictions of organization as of the Closing Date and (ii) the number of each class of its Equity Interests outstanding. All outstanding Equity Interests of each Company are duly and validly issued and, in the case of capital stock of any Company that is a corporation, are fully paid and non-assessable. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by it under the Security Agreement, free of any and all Liens, rights or claims of other persons, except for Permitted Liens, and, other than as set forth on Schedule 3.07(a), there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests.

(b) No Consent of Third Parties Required. No consent of any person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary or reasonably desirable (from the perspective of a secured party) in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent for the benefit of the Secured Parties under the Security Agreement or the exercise by the Collateral Agent of the voting or other rights provided for in the Security Agreement or the exercise of remedies in respect thereof.

SECTION 3.08 Litigation; Compliance with Requirements of Law.

(a) There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority now pending or, to the knowledge of any Company, threatened against or affecting any Company or any business, property or rights of any Company (i) that involve any Loan Document or (ii) as to which there is a reasonable possibility of an adverse determination that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(b) Except for matters covered by Section 3.17, no Company or any of its property is in violation of any Requirements of Law or is in default with respect to any Requirement of Law, where such violation or default, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.09 Agreements.

None of the Companies is a party to any agreement or instrument or subject to any corporate or other constitutional restriction that has resulted or could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.10 Federal Reserve Regulations.

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No Company is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock. No part of the proceeds of any Loan or any Letter of Credit will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of Regulation U or Regulation X. The pledge of the Securities Collateral pursuant to the Security Agreement does not violate such regulations.

SECTION 3.11 Investment Company Act.

No Loan Party is an “investment company” under the Investment Company Act of 1940, as amended.

SECTION 3.12 Use of Proceeds.

Borrower will use the proceeds of (a) the Term Loans to refinance Borrower’s Existing Credit Agreement and all other Indebtedness required to be repaid pursuant to Section 4.01(i), and to pay related costs and expenses, (b) the Revolving Loans, the Swingline Loans and the Letters of Credit on and after the Closing Date for working capital and general corporate purposes, (c) Incremental Term Loans for general corporate purposes pursuant to Section 2.22, and (d) Replacement Term Loans to refinance Refinanced Term Loans pursuant to Section 10.02(e), and to pay related costs and expenses.

SECTION 3.13 Taxes.

Each Company has (a) timely filed or caused to be timely filed all federal Tax Returns and all material state, local and foreign Tax Returns required to have been filed by it, except for failure that could not be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect, (b) duly and timely paid, collected or remitted or caused to be duly and timely paid, collected or remitted all Taxes (whether or not shown on any Tax Return) due and payable, collectible or remittable by it and all assessments received by it, except Taxes (i) that are being contested in good faith by appropriate proceedings and for which such Company has set aside on its books adequate reserves in accordance with GAAP or (ii) which could not be reasonably expected to, individually or in the aggregate, have a Material Adverse Effect and (c) satisfied all of its withholding Tax obligations except for failures that could not be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect. Each Company is unaware of any proposed or pending Tax assessments, deficiencies or audits that could be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect. Except as could not be reasonably expected to, individually or in the aggregate, result in a Material Adverse Effect, none of the Companies has ever “participated” in a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4.

SECTION 3.14 No Material Misstatements.

The information that has been or will be made available to the Administrative Agent or the Lenders by any Loan Party in connection with the Loan Documents, taken as a whole, does not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made; provided, that, to the extent any such information was based upon or constitutes a forecast or projection, each Loan Party represents only that such forecasts and projections have been prepared in good faith upon reasonable assumptions.  The Form 10-K and Form 10-Q most recently filed by Borrower with the Securities and Exchange Commission, taken as a whole, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in the light of the circumstances under which such statements are made as of the date such information is dated; provided, that, to the extent any such information was

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based upon or constitutes a forecast or projection, each Loan Party represents only that such forecasts and projections have been prepared in good faith upon reasonable assumptions.

SECTION 3.15 Solvency.

As of the Closing Date, on a pro forma basis after giving effect to the making of the Loans to occur on the Closing Date, (a) the fair value of the properties of Borrower and its Subsidiaries, taken as a whole, will exceed their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of Borrower and its Subsidiaries, taken as a whole, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) Borrower and its Subsidiaries, taken as a whole, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; (d) Borrower and its Subsidiaries, taken as a whole, do not intend to, and do not believe that they will, incur debts or liabilities beyond their ability to pay such debts and liabilities as they mature; and (e) Borrower and its Subsidiaries, taken as a whole, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the Closing Date.

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