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Section 1: 8-K (8-K)

Document

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 

FORM 8-K
 
 

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 2, 2018
 
 

VERIFONE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
 
 

Commission File Number: 001-32465
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
04-3692546
(IRS Employer
Identification No.)

88 West Plumeria Drive
San Jose, CA 95134
(Address of principal executive offices, including zip code)
408-232-7800
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
 
 






Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 







Item 1.01    Entry into a Material Definitive Agreement.
On February 2, 2018 (the “Effective Date”), VeriFone, Inc. (“VeriFone”), an indirect wholly‑owned subsidiary of VeriFone Systems, Inc. (the “Company”), VeriFone Intermediate Holdings, Inc. (“Holdings”), a direct wholly-owned subsidiary of the Company, and Hypercom Corporation, an indirect wholly‑owned subsidiary of the Company, entered into an Amendment and Restatement Agreement (the “Amendment and Restatement Agreement”), dated as of the Effective Date, with the lenders party thereto and JPMorgan Chase Bank, N.A. (“JPM”) as Administrative Agent and Collateral Agent, which amended (i) the existing Amended and Restated Credit Agreement (the “Existing Credit Agreement”), dated as of July 8, 2014, by and among VeriFone, Holdings, VeriFone Media, LLC, Global Bay Mobile Technologies Inc., Hypercom Corporation, the lenders party thereto, JPM as Administrative Agent, an L/C Issuer and Swing Line Lender, Bank of America, N.A., as Syndication Agent and Barclays Bank Plc, BNP Paribas Securities Corp., RBC Capital Markets, MUFG Union Bank, N.A. and Wells Fargo Bank, National Association, as Co-Documentation Agents and (ii) certain related Loan Documents (as defined in the Existing Credit Agreement). The Existing Credit Agreement, as amended by the Amendment and Restatement Agreement, is referred to as the “Amended and Restated Credit Agreement”.
VeriFone entered into the Amendment and Restatement Agreement in order to extend the maturity dates of its facilities under the Existing Credit Agreement, to obtain more favorable pricing, and to make certain changes to the covenants and other terms of the Existing Credit Agreement. The Amendment and Restatement Agreement provides for senior secured credit facilities (the “New Facilities”) in an aggregate amount of up to $1,400,000,000 consisting of a term A loan facility (the “Term A Facility”) in the amount of $350,000,000, a term B loan facility (the “Term B Facility”) in the amount of $350,000,000 and a revolving credit facility (the “Revolving Facility”) with a committed amount of $700,000,000. The New Facilities were made available to repay the facilities under the Existing Credit Agreement and to pay related fees and expenses as well as, in the case of the Revolving Facility, for working capital requirements and for other general corporate purposes.
Amounts outstanding under the New Facilities bear interest, at VeriFone’s option, at a base rate equal to the highest of (a) the federal funds rate plus 0.50%, (b) JPM’s “prime rate” and (c) the one-month LIBOR rate plus 1.00% (the “Base Rate”), or at LIBOR (in each case subject to a 0% floor), plus in each case a margin, which, for revolving loans and the Term A Facility, ranges from 0.25% to 1.25% for Base Rate‑based loans and from 1.25% to 2.25% for LIBOR-based loans, subject to a 0.25% step-down if VeriFone obtains public corporate ratings from S&P and public corporate family ratings from Moody’s of BB+ and Ba1 (or better), respectively, and, for the Term B Facility, 1.00% for Base Rate-based loans and 2.00% for LIBOR‑based loans, in each case depending on VeriFone’s consolidated first lien net leverage ratio. VeriFone will pay an undrawn commitment fee ranging from 0.20% to 0.30% (depending on VeriFone’s consolidated first lien net leverage ratio and VeriFone’s credit ratings) on the unused portion of the Revolving Facility. The base rate for loans under the Revolving Facility that are denominated in Euros will be the rate of interest at which deposits in Euros for delivery on the first day of the applicable interest period with a term equivalent to the borrowing are being offered by JPM, plus the applicable margin then in effect with respect to LIBOR‑based loans under the Revolving Facility. For letters of credit issued under the Revolving Facility, VeriFone will pay a fronting fee in an amount to be agreed with the issuer of the letters of credit together with a fee on all outstanding letters of credit at a per annum rate equal to the margin then in effect with respect to LIBOR‑based loans under the Revolving Facility.
The outstanding principal balance of the Term A Facility is required to be repaid in quarterly installments of the following percentages of the original balance outstanding under the Term A Facility: 1.25% for each quarter from the quarter ending June 30, 2018 through the quarter ending December 31, 2019; 2.50% for each quarter from the quarter ending March 31, 2020 through the quarter ending December 31, 2022, with the balance being due at maturity on February 2, 2023. The outstanding principal balance of the Term B Loans is required to be repaid in equal quarterly installments of 0.25% of the original balance outstanding under the Term B Facility, with the balance being due at maturity on February 2, 2025. Outstanding amounts may also be subject to mandatory prepayment with the proceeds of certain asset sales and debt





issuances and, in the case of the Term B Facility only, from a portion of annual excess cash flows (as determined under the Amended and Restated Credit Agreement) depending on the Company’s total net leverage ratio.
The Amendment and Restatement Agreement reaffirms the Guaranty, dated as of December 28, 2011, as amended on July 8, 2014 (as amended, the “Guaranty”), among certain wholly owned domestic subsidiaries of VeriFone identified therein (the “Guarantors”), pursuant to which obligations under the Amended and Restated Credit Agreement are guaranteed by the Guarantors. The Amendment and Restatement Agreement also amends and reaffirms the Security Agreement dated as of December 28, 2011, as amended on July 8, 2014 and the Pledge Agreement, dated as of December 28, 2011 (together, as amended, the “Collateral Agreements”) among VeriFone and the Guarantors on the one hand and JPM, as Collateral Agent, on the other hand, pursuant to which obligations under the Amended and Restated Credit Agreement, and the guarantees of the Guarantors in respect of such obligations, are secured by a first priority lien and security interest, subject to customary exceptions, in substantially all of the assets of VeriFone and the Guarantors and equity interests owned by VeriFone and the Guarantors in certain of their respective domestic and foreign subsidiaries (limited, in the case of foreign subsidiaries, to 65% of the voting stock of such subsidiaries). Certain equity interests owned by existing and subsequently acquired subsidiaries may also be pledged in the future. Other existing and subsequently acquired or newly‑formed domestic subsidiaries of VeriFone and the Guarantors may become Guarantors in the future.
The Amended and Restated Credit Agreement contains certain representations and warranties, certain affirmative covenants, certain negative covenants, certain financial covenants and certain conditions that are customarily required for similar financings and which are similar to the terms of the Existing Credit Agreement. These covenants include, among others:
A restriction on incurring additional indebtedness, subject to specified permitted debt;
A restriction on creating certain liens, subject to specified exceptions;
A restriction on mergers and consolidations, subject to specified exceptions;
A restriction on asset dispositions, subject to specified exceptions for ordinary course and other transactions;
A restriction on certain investments, subject to certain exceptions and a suspension if VeriFone achieves certain credit ratings;
A restriction on the payment of dividends, subject to specified exceptions; and
A restriction on entering into certain transactions with affiliates, subject to specified exceptions.
In addition, commencing with the fiscal quarter ending April 30, 2018, VeriFone may not permit its total net leverage ratio (as defined in the Amended and Restated Credit Agreement) to exceed (i) 4.25 to 1.00, as of the end of the first six fiscal quarters ending after February 2, 2018, (ii) 4.00 to 1.00, as of the end of any of the subsequent six fiscal quarter ending immediately after the last fiscal quarter referred to in (i) and (iii) 3.75 to 1.00, as of the end of any fiscal quarter ending thereafter, provided that the numerator of each of these ratios may be increased, at VeriFone’s option, by an amount between 0.25 and 0.50 for four subsequent fiscal quarters following certain material acquisitions (as defined in the Amended and Restated Credit Agreement). In addition, VeriFone must maintain an interest coverage ratio (as defined in the Amended and Restated Credit Agreement) of at least 3.00 to 1.00 at the end of any fiscal quarter.
The Amended and Restated Credit Agreement also contains customary events of default that include, among others, non‑payment of principal, interest or fees, violation of covenants, inaccuracy of representations and warranties, bankruptcy and insolvency events, material judgments, cross defaults to material indebtedness and events





constituting a change of control. The occurrence of an event of default could result in the termination of commitments under the New Facilities, the declaration that all outstanding loans are due and payable in whole or in part and the requirement of cash collateral deposits in respect of outstanding letters of credit.
The foregoing summary of the Amendment and Restatement Agreement is not complete and is qualified in its entirety by reference to the Amendment and Restatement Agreement, including the exhibits thereof, a copy of which has been filed as Exhibit 10.1 to this Current Report on Form 8‑K and is incorporated herein by reference.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off‑Balance Sheet Arrangement of a Registrant.
The disclosures of the material terms and conditions of the Amended and Restated Credit Agreement contained in Item 1.01, above, are hereby incorporated into this Item 2.03 by reference.
Item 9.01.     Financial Statements and Exhibits.
(d) Exhibits.

 
 
 
Exhibit
No.
 
Description
 
 
 
 
 
 
 
 






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
VERIFONE SYSTEMS, INC.
 
 
 
 
 
 
 
 
By:
 
/s/ Vikram Varma
 
 
 
 
Name:
 
Vikram Varma
Date: February 7, 2018
 
 
 
Title:
 
General Counsel and Secretary






EXHIBIT INDEX
 
 
 
 
Exhibit
No.
 
Description
 
 
 
 
 




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Section 2: EX-10.1 (EXHIBIT 10.1)

Exhibit
EXHIBIT 10.1

AMENDMENT AND RESTATEMENT AGREEMENT dated as of February 2, 2018 (this “Agreement”) to the Credit Agreement (as defined below), among VeriFone Intermediate Holdings, Inc., a Delaware corporation (“Holdings”), VeriFone, Inc., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the New Term A Lenders (as defined below), the New Revolving Lenders (as defined below) and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent (the “Administrative Agent”) and as Fronting New Term B Lender.
RECITALS
A.    Holdings, the Borrower, the Term A Lenders party thereto (the “Existing Term A Lenders”) from time to time, the Term B Lenders party thereto (the “Existing Term B Lenders”) from time to time, the Revolving Lenders party thereto (the “Existing Revolving Lenders”) from time to time, the Administrative Agent and the other agents and lenders party thereto are party to that certain Amended and Restated Credit Agreement dated as of July 8, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Credit Agreement”).
B.    Pursuant to the Credit Agreement, the Existing Term A Lenders have extended term A loans (the “Existing Term A Loans”), the Existing Term B Lenders have extended term B loans (the “Existing Term B Loans”) and the Existing Revolving Lenders have extended revolving commitments (the “Existing Revolving Commitments”) and revolving loans (the “Existing Revolving Loans”) to the Borrower.
C.    The Borrower has requested that the Credit Agreement be amended and restated (the “Amendment”) in the form of the Second Amended and Restated Credit Agreement attached hereto as Annex A (the “Amended and Restated Credit Agreement”) to, among other things, (i) allow the Borrower to reduce the Applicable Margin (as defined in the Amended and Restated Credit Agreement), (ii) allow the Borrower to (a) borrow an amended and extended tranche of term A loans in an aggregate principal amount of $350,000,000 which will mature on February 2, 2023 (the “Amended Term A Loans”), (b) borrow a new tranche of term B loans in an aggregate principal amount of $350,000,000 which will mature on February 2, 2025 (the “Amended Term B Loans”) and (c) obtain commitments for amended and extended revolving loans in an aggregate principal amount of $700,000,000 which will mature on February 2, 2023 (the “Amended Revolving Commitments” and, together with the Amended Term A Loans and the Amended Term B Loans, the “Amended Loans”), $87,000,000 and €85,015,403.89 of which Amended Revolving Commitments (the “Amended Revolving Loans”) are expected to be drawn on the Effective Date (as defined below), in each case under the Credit Agreement (as amended hereby), the proceeds of which will be used to (w) repay in full all outstanding Existing Term A Loans, together with accrued and unpaid interest thereon, (x) repay in full all outstanding Existing Term B Loans, together with accrued and unpaid interest thereon, (y) repay in full all outstanding Existing Revolving Loans, together with accrued and unpaid interest thereon and (z) pay fees and expenses related thereto (collectively, the “Refinancing”) and (iii) amend certain covenants and other provisions of the Credit Agreement as more fully described in Annex A.
D.    Pursuant to Section 10.01 of the Credit Agreement, the consent of each of the Borrower, the Administrative Agent and the Lenders constituting all the Lenders on the Effective Date after giving effect to this Amendment (other than those Lenders the Loans of which are repaid in full and whose Commitments are terminated in full on the Effective Date) is required to effect this Agreement and the amendments set forth herein and in the Amended and Restated Credit Agreement, subject to the right of the Borrower pursuant to Section 2.10(c)(iv) of the Credit Agreement to (i) remove any non-consenting Lender by terminating such Lender’s Commitment in full or (ii) replace such non-consenting Lender by causing such non-consenting Lender to assign its Commitment to one or more existing Lenders or Eligible Assignees pursuant to Section 10.07 of the Credit Agreement, if any Lender fails to consent to this Amendment (provided that the Required Lenders of the applicable Class or Classes shall have granted their consent).
E.    Subject to the terms and conditions set forth herein, on the Effective Date, (i) each Existing Term B Lender delivering an executed signature page to this Agreement to the Administrative Agent at or prior to 12:00 p.m., New York City time, on January 25, 2018 (each a “Converting New Term B Lender”) has agreed, on the terms and conditions set forth herein, to have all of its outstanding Existing Term B Loans (or such lesser amount allocated to such Lender by the Joint Lead Arrangers) converted to an equivalent aggregate principal amount of Amended Term

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B Loans effective as of the Effective Date (an “Amended Loan Conversion”) and (ii) JPMorgan Chase Bank, N.A., in its capacity as the initial fronting New Term B Lender (the “Fronting New Term B Lender”, and together with the Converting New Term B Lenders, the “New Term B Lenders”) has agreed to make additional Amended Term B Loans in an aggregate principal amount equal to the aggregate principal amount of any outstanding Existing Term B Loans that are not converted into Amended Term B Loans on the Effective Date as described in clause (i) above;
F.    Subject to the terms and conditions set forth herein, on the Effective Date, each Term A Lender or Revolving Lender delivering an executed signature page to this Agreement to the Administrative Agent at or prior to 12:00 p.m., New York City time, on January 25, 2018 (each a “New Term A Lender”, or a “New Revolving Lender”, respectively, and collectively together with the New Term B Lenders, the “New Lenders”) has agreed to provide Amended Term A Loans or Amended Revolving Commitments, as applicable, in the amount set forth on Schedule 2.01 to the Amended and Restated Credit Agreement
G.    Subject to the terms and conditions set forth herein, on the Effective Date, each New Lender has (i) consented to this Agreement and agreed to the amendments set forth herein and in the Amended and Restated Credit Agreement, which shall become effective upon satisfaction of the conditions to effectiveness set forth below and (ii) consented and approved each Loan Document and each other document required to be delivered or approved pursuant to this Agreement and the Amended and Restated Credit Agreement.
AGREEMENTS
In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Holdings, the Borrower, the Subsidiary Guarantor, the Administrative Agent and each New Lender hereby agree as follows:
SECTION 1.    Defined Terms. Capitalized terms used herein (including in the recitals hereto) and not otherwise defined herein shall have the meanings assigned to such terms in the Amended and Restated Credit Agreement. The rules of construction specified in Article I of the Amended and Restated Credit Agreement also apply to this Agreement mutatis mutandis.
SECTION 2.    Amended Commitments.
(a)    Subject to the terms and conditions set forth herein, on the Effective Date:
(i)    JPMorgan Chase Bank, N.A., in its capacity Fronting New Term B Lender, agrees to fund Amended Term B Loans in the amount set forth on Schedule 1 to this Agreement pursuant to Section 2.01 of the Amended and Restated Credit Agreement;
(ii)    Each New Term A Lender agrees to fund Amended Term A Loans in the amounts set forth on Schedule 2.01 to the Amended and Restated Credit Agreement pursuant to Section 2.01 of the Amended and Restated Credit Agreement;
(iii)    the New Revolving Lenders agree to provide Amended Revolving Commitments in the amounts set forth on Schedule 2.01 to the Amended and Restated Credit Agreement and to fund on the Effective Date the Amended Revolving Loans in an aggregate principal amount up to $87,000,000 and €85,015,403.89 pursuant to Section 2.01 of the Amended and Restated Credit Agreement;
(iv)    each Converting New Term B Lender agrees to convert all of its Existing Term B Loans into Amended Term B Loans (not exceeding the principal amount of such Converting New Term B Lender’s Existing Term B Loans immediately prior to the effectiveness of this Agreement). Each party hereto acknowledges and agrees that notwithstanding any such Amended Loan Conversion, each such Converting New Term B Lender shall be entitled to receive payment on the Effective Date of the unpaid fees and interest accrued to such date, with respect to all of its Existing Term B Loans;

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(b)    Each New Lender:
(i)    In the case of a New Term A Lender, by delivering its signature page to this Agreement and funding Amended Term A Loans on the Effective Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any Lenders on the Effective Date. The commitments of the New Term A Lenders are several, and no New Term A Lender shall be responsible for any other New Term A Lender’s failure to make Amended Term A Loans;
(ii)    In the case of a New Term B Lender, by delivering its signature page to this Agreement and funding, or converting its Existing Term B Loans into, Amended Term B Loans on the Effective Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any Lenders on the Effective Date. The commitments of the New Term B Lenders are several, and no New Term B Lender shall be responsible for any other New Term B Lender’s failure to make Amended Term B Loans; and
(iii)    In the case of a New Revolving Lender, by delivering its signature page to this Agreement and providing Amended Revolving Commitments on the Effective Date shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or any Lenders on the Effective Date. The commitments of the New Revolving Lenders are several, and no New Revolving Lender shall be responsible for any other New Revolving Lender’s failure to make Amended Revolving Loans.
SECTION 3.    Repayment of Existing Loans.
(a)    The Existing Term A Loans of each Existing Term A Lender, the Existing Term B Loans of each Existing Term B Lender (including any Converting New Term B Lender) and the Existing Revolving Loans of each Existing Revolving Lender shall, immediately upon the Effective Date, be deemed repaid in full (together with any unpaid fees and interest accrued thereon (including, with respect to Existing Term B Lenders that are not Converting New Term B Lenders, funding losses payable to pursuant to Section 3.05 of the Credit Agreement)) with the making of the Amended Term A Loans, Amended Term B Loans and the Amended Revolving Loans and other funds available to the Borrower.
(b)    Each Converting New Term B Lender, each New Term A Lender that is an Existing Term A Lender and each New Revolving Lender that is an Existing Revolving Lender party hereto waives its right to compensation for losses, expenses or liabilities incurred by such Existing Term A Lender, Existing Term B Lender or Existing Revolving Lender to which it may otherwise be entitled pursuant to Section 3.05 of the Credit Agreement in respect of the transactions contemplated hereby as a result of its Loans being repaid on the Effective Date and not on the last date of the Interest Period applicable thereto.
SECTION 4.    Amendment and Restatement of the Credit Agreement. On the Effective Date, immediately following the making of the Amended Term A Loans, the Amended Term B Loans, the Amended Revolving Loans and the prepayment of the Existing Term A Loans, Existing Term B Loans and the Existing Revolving Loans in full and the termination of the related Commitments:
(a)    the Borrower, the Administrative Agent, the New Term A Lenders, the New Term B Lenders and the New Revolving Lenders agree that the Credit Agreement shall be amended and restated to read in its entirety in the form of the Amended and Restated Credit Agreement attached as Annex A hereto;
(b)    as used in the Amended and Restated Credit Agreement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, from and after the Effective Date, mean or refer to the Amended and Restated Credit Agreement;

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(c)    as used in any other Finance Document, all references to the “Credit Agreement” in such Finance Documents shall, unless the context otherwise requires, mean or refer to the Amended and Restated Credit Agreement;
(d)    for all purposes of the Finance Documents, (i) (A) the Amended Term A Loans shall constitute “Loans”, “Term Loans” and “Term A Loans”, (B) the Amended Term B Loans shall constitute “Loans”, “Term Loans” and “Term B Loans”, (C) the Amended Revolving Loans shall constitute “Loans” and “Revolving Loans” and (D) the Amended Revolving Commitments shall constitute “Commitments” and “Revolving Commitments” and (ii) (A) each New Term A Lender shall become a “Lender”, a “Term Lender” and a “Term A Lender” (if such New Term A Lender is not already a “Lender”, “Term Lender” or “Term A Lender” prior to the effectiveness of this Agreement) and shall have all the rights and obligations of a Lender holding a Term A Loan, (B) each New Term B Lender shall become a “Lender”, a “Term Lender” and a “Term B Lender” (if such New Term B Lender is not already a “Lender” or “Term Lender” prior to the effectiveness of this Agreement) and shall have all the rights and obligations of a Lender holding a Term B Loan and (C) each New Revolving Lender shall become a “Lender” and a “Revolving Lender” (if such New Revolving Lender is not already a “Lender” or “Revolving Lender” prior to the effectiveness of this Agreement) and shall have all the rights and obligations of a Lender holding a Revolving Loan;
(e)    all of the Exhibits to the Amended and Restated Credit Agreement referenced therein and attached hereto as Annex B shall replace the respective Exhibits to the Credit Agreement in effect immediately prior to the Effective Date;
(f)    all of the Schedules to the Amended and Restated Credit Agreement referenced therein and attached hereto as Annex C shall replace the respective Schedules to the Credit Agreement in effect immediately prior to the Effective Date;
(g)    all of the Schedules to the Pledge Agreement referenced therein and attached hereto as Annex D shall replace the respective Schedules to the Pledge Agreement in effect immediately prior to the Effective Date; and
(h)    all of the Schedules to the Security Agreement referenced therein and attached hereto as Annex E shall replace the respective Schedules to the Security Agreement in effect immediately prior to the Effective Date.
SECTION 5.    Amendment Effectiveness. This Agreement, and the obligation of the New Lenders to fund Amended Loans or convert Existing Term B Loans into Amended Term B Loans shall become effective on February 2, 2018 (the “Effective Date”), upon the satisfaction of the following conditions:
(a)    The Administrative Agent (or its counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) each Subsidiary Guarantor, (iv) each New Term A Lender, (v) each New Term B Lender, (vi) each New Revolving Lender and (vii) the Administrative Agent, either (x) counterparts of this Agreement signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Agreement;
(b)    The Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization; (ii) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or other applicable authority of its respective jurisdiction of organization and from each other state in which such Loan Party is qualified or is required to be qualified to do business; and (iii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Effective Date and certifying (A) that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing from its jurisdiction of organization furnished pursuant to clause (ii) above; (B) that attached

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thereto is a true and complete copy of the agreement of limited partnership, operating agreement or by-laws of such Loan Party, as applicable, as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (C) below; (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; and (D) as to the incumbency and specimen signature of each officer executing any Loan Document;
(c)    The Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions precedent set forth in Section 4.02(b) (in the case of such Section 4.02(b), as of the Effective Date) and Section 4.02(c) of the Amended and Restated Credit Agreement (in the case of such 4.02(c), immediately prior to, and after giving effect to the Effective Date);
(d)    On the Effective Date, the Administrative Agent shall have received (x) an opinion of Sullivan & Cromwell LLP, special counsel to the Loan Parties, addressed to the Administrative Agent, the Collateral Agent and each Lender, dated the Effective Date in the form attached hereto as Exhibit L-1 to the Amended and Restated Credit Agreement and (y) an opinion of the General Counsel of the Borrower, addressed to the Administrative Agent, the Collateral Agent and each Lender, dated the Effective Date in the form attached hereto as Exhibit L-2 to the Amended and Restated Credit Agreement;
(e)    On or prior to the Effective Date, the Administrative Agent shall have received:
(i)    the Perfection Certificate duly executed on behalf of each Loan Party;
(ii)    copies of lien search reports from Corporation Services Company or another independent search service reasonably satisfactory to the Collateral Agent listing all effective financing statements, notices of tax, PBGC or judgment liens or similar notices on any Collateral that name the Borrower, any other Loan Party, as such (under its present name and any previous name and, if requested by the Administrative Agent, under any trade names), as debtor or seller, together with copies of such financing statements, notices of tax, PBGC or judgment Liens or similar notices (none of which shall cover the Collateral except to the extent evidencing Liens permitted to remain outstanding on the Effective Date pursuant to Section 7.02 of the Amended and Restated Credit Agreement or for which the Administrative Agent shall have received termination statements (Form UCC-3 or such other termination statements as shall be required by local Law) authenticated and authorized for filing) and accompanied by evidence that any Liens indicated in any such financing statement that are not permitted by Section 7.02 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent);
(iii)    searches of ownership of intellectual property in the appropriate governmental offices and such patent, trademark and/or copyright filings as may be requested by the Collateral Agent to the extent necessary or reasonably advisable to perfect the Collateral Agent’s security interests in intellectual property Collateral;
(iv)    all of the Pledged Collateral (to the extent not previously delivered to the Administrative Agent), which Pledged Collateral shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, except as otherwise set forth in Section 6; and
(v)    evidence of the completion of all other customary filings and recordings of or with respect to the Collateral Documents and of all other customary actions as may be necessary to perfect the security interests intended to be created by the Collateral Documents;

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(f)    Receipt by the Administrative Agent of copies of insurance policies or certificates of insurance of the Loan Parties and their Subsidiaries evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents, including, but not limited to, naming the Collateral Agent as additional insured and loss payee on behalf of the Lenders, except as otherwise set forth in Section 6;
(g)    All fees to be paid on the Effective Date pursuant to the Engagement Letter and reasonable out-of-pocket expenses required to be paid on the Effective Date as contemplated in the Engagement Letter (or otherwise agreed in writing), to the extent invoiced at least three (3) Business Days prior to the Effective Date shall have been paid in full in cash or will be paid on the Effective Date out of the initial Credit Extensions;
(h)    The Administrative Agent shall have received from the Borrower a closing fee payable in Dollars (provided that the closing fee for the New Term B Lenders may be payable in the form of original issue discount), (i) for the account of each New Term A Lender, equal to 0.25% of the aggregate principal amount of the Amended Term A Loans of such New Term A Lenders as of the Effective Date, (ii) for the account of each New Revolving Lender, equal to 0.25% of the aggregate principal amount of the Amended Revolving Commitments of such New Revolving Lenders as of the Effective Date and (iii) for the account of each New Term B Lender, equal to 0.25% of the aggregate principal amount of the Amended Term B Loans of such New Term B Lenders as of the Effective Date;
(i)    The Administrative Agent shall have received (i) the Audited Financial Statements and (ii) the projections referred to in Section 5.05(d) of the Amended and Restated Credit Agreement;
(j)    The Administrative Agent shall have received all documentation and other information about the Borrower and the Guarantors that shall have been reasonably requested by the Administrative Agent or the Joint Lead Arrangers in writing at least 5 days prior to the Effective Date and that the Administrative Agent and the Joint Lead Arrangers reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the U.S. Patriot Act;
(k)    The Administrative Agent shall have received a Notice of Borrowing no later than 2:00 p.m. two Business Days immediately prior to the Effective Date;
(l)    Substantially concurrently with the incurrence of the Amended Loans, the Borrower will repay any Existing Revolving Loans, any Existing Term B Loans not being converted into Amended Term B Loans and any Existing Term A Loans under the Amended and Restated Credit Agreement; and
(m)    The Borrower shall have paid all fees due and payable under the Credit Agreement (if any) to the Revolving Lenders, the L/C Issuer and the Swing Line Lender pursuant to the Credit Agreement.
The documents referred to in this Section 5 shall be delivered to the Administrative Agent no later than the Effective Date. The certificates and opinions referred to in this Section 5 shall be dated the Effective Date.
For purposes of determining compliance with the conditions specified in this Section 5, each New Lender shall be deemed to have approved this Agreement and consented to, approved, accepted or be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the New Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by this Agreement shall have received notice from such New Lender prior to the initial Borrowing hereunder specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s ratable share of such Borrowing.
The Administrative Agent shall notify the Borrower, the New Lenders and the other Lenders of the Effective Date and such notice shall be conclusive and binding.
SECTION 6.    Post-Closing Requirements.

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The Borrower shall execute and deliver the documents and complete the tasks set forth on Schedule 6.15 of the Amended and Restated Credit Agreement, in each case within the time limits specified on such schedule (unless the Administrative Agent, in its discretion, shall have agreed to any particular longer period).
SECTION 7.    Representations and Warranties. By its execution of this Agreement, each Loan Party hereby certifies that:
(a)    this Agreement has been duly authorized by all necessary corporate, partnership, limited liability company or other organizational action and has been duly executed and delivered by each Loan Party that is a party hereto and constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) that rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether enforcement is sought by proceedings in equity or at law); and
(b)    the execution, delivery and performance of this Agreement and the other documents executed in connection herewith (a) do not require any material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required, except for such as have been obtained or made and are in full force and effect, (b) will not violate any Laws with respect to such Loan Party or the Organization Documents of such Loan Party, except in the case of a violation of Law to the extent that such violation would not reasonably be expected to result in a Material Adverse Effect, (c) will not violate or result in a default under any Contractual Obligation to which such Loan Party is party, except to the extent that such violation or default would not reasonably be expected to result in a Material Adverse Effect and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party, except to the extent that such Lien would not reasonably be expected to result in a Material Adverse Effect.
SECTION 8.    Use of Proceeds. The Borrower covenants and agrees that it will use the proceeds of the Amended Term A Loans, the Amended Term B Loans and the Amended Revolving Loans made on the Effective Date to consummate the Refinancing and to pay related fees and expenses.
SECTION 9.    Acknowledgments. Each Loan Party hereby expressly acknowledges the terms of this Agreement and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Finance Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Agreement and the transactions contemplated hereby, (ii) its guarantee of the Finance Obligations (including, without limitation, the Amended Term A Loans, the Amended Term B Loans and the Amended Revolving Loans) under the Collateral Documents and (iii) its grant of Liens on the Collateral to secure the Finance Obligations (including, without limitation, the Amended Term A Loans, the Amended Term B Loans and the Amended Revolving Loans) pursuant to the Collateral Documents.
SECTION 10.    Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except pursuant to a writing signed by each of the parties hereto.
SECTION 11.    Liens Unimpaired. After giving effect to this Agreement, and except as set forth in the Schedules to the Pledge Agreement and the Schedules to the Security Agreement, each as amended and restated by this Agreement, neither the modification of the Credit Agreement effected pursuant to this Agreement nor the execution, delivery, performance or effectiveness of this Agreement:
(a)    impairs the validity, effectiveness or priority of the Liens granted pursuant to any Finance Document, and such Liens continue unimpaired with the same priority to secure repayment of all Finance Obligations, whether heretofore or hereafter incurred; or

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(b)    requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.
SECTION 12.    Entire Agreement. This Agreement, the Amended and Restated Credit Agreement and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. Except as expressly set forth herein, this Agreement and the Amended and Restated Credit Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Credit Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. It is understood and agreed that each reference in each Loan Document to the “Credit Agreement”, whether direct or indirect, shall hereafter be deemed to be a reference to the Amended and Restated Credit Agreement and that this Agreement is a “Loan Document”. This Agreement and the Amended and Restated Credit Agreement do not constitute a novation of the Indebtedness and obligations existing under the Credit Agreement.
SECTION 13.    GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTIONS 10.17 AND 10.18 OF THE AMENDED AND RESTATED CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT AND SHALL APPLY HERETO.
SECTION 14.    Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
SECTION 15.    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic means of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement.
SECTION 16.    Headings. The headings of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
[Remainder of Page Intentionally Left Blank]



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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their authorized signatories as of the date first above written.
VERIFONE, INC.,
as the Borrower

By: /s/ Vikram Varma                    
Name: Vikram Varma
Title: General Counsel and Secretary







VERIFONE INTERMEDIATE HOLDINGS, INC.,
as Guarantor

By: /s/ Vikram Varma                    
Name: Vikram Varma
Title: General Counsel and Secretary







HYPERCOM CORPORATION,
as a Subsidiary Guarantor

By: /s/ Vikram Varma                    
Name: Vikram Varma
Title: General Counsel and Secretary







JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, Collateral Agent and Fronting New Term B Lender

By: /s/ Timothy D. Lee                    
Name: Timothy D. Lee
Title: Vice President







BANK OF AMERICA, N.A.,
as New Revolving Lender and New Term A Lender

By: /s/ Jeannette Lu                    
Name: Jeannette Lu
Title: Director







ROYAL BANK OF CANADA,
as a New Term A Lender

By: /s/ Christian Gutierrez                
Name: Christian Gutierrez
Title: Authorized Signatory

ROYAL BANK OF CANADA,
as a New Revolving Lender

By: /s/ Christian Gutierrez                
Name: Christian Gutierrez
Title: Authorized Signatory







WELLS FARGO BANK, NATIONAL ASSOCIATION,
as New Revolving Lender and New Term A Lender

By: /s/ Jesse Mason                    
Name: Jesse Mason
Title: Director







BNP PARIBAS,
as New Revolving Lender and New Term A Lender

By: /s/ Brendan Heneghan                
Name: Brendan Heneghan
Title: Director

By: /s/ Karim Remtoula                
Name: Karim Remtoula
Title: Vice President







BMO HARRIS BANK, N.A.,
as a New Term A Lender

By: /s/ Michael Kus                    
Name: Michael Kus
Title: Managing Director

BMO HARRIS BANK, N.A.,
as a New Revolving Lender

By: /s/ Michael Kus                    
Name: Michael Kus
Title: Managing Director







TD BANK, N.A.,
as New Revolving Lender and New Term A Lender

By: /s/ Shreya Shah                    
Name: Shreya Shah
Title: Senior Vice President







SUNTRUST BANK,
as New Revolving Lender and New Term A Lender

By: /s/ Min Park                    
Name: Min Park
Title: Vice President







DBS BANK LTD.,
as a New Term A Lender

By: /s/ Jacqueline Tan                    
Name: Jacqueline Tan
Title: Senior Vice President

DBS BANK LTD.,
as a New Revolving Lender

By: /s/ Jacqueline Tan                    
Name: Jacqueline Tan
Title: Senior Vice President







FIFTH THIRD BANK,
as a New Term A Lender

By: /s/ Glen Mastey                    
Name: Glen Mastey
Title: Managing Director

FIFTH THIRD BANK,
as a New Revolving Lender

By: /s/ Glen Mastey                    
Name: Glen Mastey
Title: Managing Director







COMPASS BANK D/B/A BBVA COMPASS,
as New Revolving Lender and New Term A Lender

By: /s/ Raj Nambiar                    
Name: Raj Nambiar
Title: Sr. Vice President







KEYBANK NATIONAL ASSOCIATION,
as New Revolving Lender and New Term A Lender

By: /s/ Geoff Smith                    
Name: Geoff Smith
Title: Senior Vice President







CITIZENS BANK N.A.,
as New Revolving Lender and New Term A Lender

By: /s/ Janet K. Lee                    
Name: Janet K. Lee
Title: Senior Vice President







HSBC BANK USA, N.A.,
as New Revolving Lender and New Term A Lender

By: /s/ Vanessa Printz                    
Name: Vanessa Printz
Title: Senior Vice President







CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as New Revolving Lender

By: /s/ Vipul Dhadda                    
Name: Vipul Dhadda
Title: Authorized Signatory

By: /s/ Brady Bingham                    
Name: Brady Bingham    
Title: Authorized Signatory







DEUTSCHE BANK AG NEW YORK BRANCH,
as a New Term A Lender

By: /s/ Marcus Tarkington                
Name: Marcus Tarkington
Title: Director

By: /s/ Alicia Schug                    
Name: Alicia Schug
Title: Vice President

DEUTSCHE BANK AG NEW YORK BRANCH,
as a New Revolving Lender

By: /s/ Marcus Tarkington                
Name: Marcus Tarkington
Title: Director

By: /s/ Alicia Schug                    
Name: Alicia Schug    
Title: Vice President







WOODFOREST NATIONAL BANK,
as New Term A Lender

By: /s/ Sean Walker                    
Name: Sean Walker
Title: Senior Vice President







FIRST HAWAIIAN BANK,
as New Term A Lender

By: /s/ Jeffrey Inouye                    
Name: Jeffrey Inouye
Title: Vice President







MANUFACTURERS BANK,
as New Term A Lender

By: /s/ Dirk Price                    
Name: Dirk Price
Title: Vice President







BANCO DE SABADELL, S.A., MIAMI BRANCH,
as New Term A Lender

By: /s/ Maurici Llado                    
Name: Maurici Llado
Title: General Manager







MEGA INTERNATIONAL COMMERCIAL BANK LOS ANGELES BRANCH,
as a New Term A Lender

By: /s/ Yi-Ming Emily Ko                
Name: Yi-Ming Emily Ko
Title: SVP & General Manager

MEGA INTERNATIONAL COMMERCIAL BANK LOS ANGELES BRANCH,
as a New Revolving Lender

By: /s/ Yi-Ming Emily Ko                
Name: Yi-Ming Emily Ko
Title: SVP & General Manager







[Consents on file with the Administrative Agent]



ANNEX A




SECOND AMENDED AND RESTATED CREDIT AGREEMENT


dated as of February 2, 2018



among


VERIFONE INTERMEDIATE HOLDINGS, INC.,


VERIFONE, INC.,


THE LENDERS FROM TIME TO TIME PARTY HERETO,


JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, an L/C Issuer and Swing Line Lender,


BANK OF AMERICA, N.A., RBC CAPITAL MARKETS,
WELLS FARGO BANK, NATIONAL ASSOCIATION and
BNP PARIBAS SECURITIES CORP.,
as Co-Syndication Agents,


and


BMO CAPITAL MARKETS CORP., TD BANK, N.A., SUNTRUST BANK, DBS BANK LTD.
and FIFTH THIRD BANK, AN OHIO BANKING CORPORATION,
as Co-Documentation Agents
_____________________________


JPMORGAN CHASE BANK, N.A.,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
RBC CAPITAL MARKETS, WELLS FARGO SECURITIES, LLC and
BNP PARIBAS SECURITIES CORP.,
as Joint Lead Arrangers and Joint Book Runners,


and


BBVA Compass,
as Senior Managing Agent




 
 
 
1 RBC Capital Markets is a brand name for the capital markets businesses of Royal Bank of Canada.




TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
Section 1.01
Defined Terms    1
Section 1.02
Other Interpretative Provisions    49
Section 1.03
Accounting Terms and Determinations    50
Section 1.04
Rounding    50
Section 1.05
References to Agreements and Laws    50
Section 1.06
Times of Day    51
Section 1.07
Letter of Credit Amounts    51
Section 1.08
Classes and Types of Borrowings    51
Section 1.09
Exchange Rates    51
Section 1.10
Certain Determinations    51
Section 1.11
Amendment and Restatement of Predecessor Credit Agreement; Effect on Predecessor Credit Agreement    52
Section 1.12
Reaffirmation of Predecessor Loan Documents    52
Section 1.13
Additional Approved Currencies    52
ARTICLE II
THE CREDIT FACILITIES
Section 2.01
Commitments to Lend    53
Section 2.02
Notice of Borrowings    56
Section 2.03
Notice to Lenders; Funding of Loans    57
Section 2.04
Evidence of Loans    58
Section 2.05
Letters of Credit    59
Section 2.06
Interest    68
Section 2.07
Extension and Conversion    69
Section 2.08
Maturity of Loans    70
Section 2.09
Prepayments    71
Section 2.10
Revolving Commitments    77
Section 2.11
Fees    79
Section 2.12
Pro-rata Treatment    80
Section 2.13
Sharing of Payments    81
Section 2.14
Payments; Computations    81
Section 2.15
Incremental and Refinancing Facilities    82
Section 2.16
Extensions of Term Loans and Revolving Commitments    85
Section 2.17
Defaulting Lenders    87
ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY
Section 3.01
Taxes    89
Section 3.02
Illegality    91
Section 3.03
Alternate Rate of Interest    91
Section 3.04
Increased Costs and Reduced Return; Capital Adequacy    93
Section 3.05
Funding Losses    94
Section 3.06
Base Rate Loans Substituted for Affected Eurodollar Loans    95
Section 3.07
Survival    95
ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

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Section 4.01
Conditions to Initial Credit Extension    95
Section 4.02
Conditions to All Credit Extensions    96
ARTICLE V
REPRESENTATIONS AND WARRANTIES
Section 5.01
Existence, Qualification and Power; Compliance with Laws    96
Section 5.02
Authorization; No Contravention    96
Section 5.03
Governmental Authorization; Other Consents    96
Section 5.04
Binding Effect    97
Section 5.05
Financial Condition; No Material Adverse Effect    97
Section 5.06
Litigation    97
Section 5.07
No Default    97
Section 5.08
Ownership of Property; Liens    98
Section 5.09
Environmental Compliance    98
Section 5.10
Insurance    98
Section 5.11
Taxes    98
Section 5.12
ERISA; Foreign Pension Plans; Employee Benefit Arrangements    98
Section 5.13
Subsidiaries    99
Section 5.14
Margin Regulations; Investment Company Act    100
Section 5.15
Disclosure    100
Section 5.16
Compliance with Law    100
Section 5.17
Intellectual Property    100
Section 5.18
Purpose of Loans and Letters of Credit    100
Section 5.19
Labor Matters    101
Section 5.20
Collateral Documents    101
Section 5.21
Ownership    101
Section 5.22
Anti-Corruption Laws and Sanctions    101
Section 5.23
Solvency    102
ARTICLE VI
AFFIRMATIVE COVENANTS
Section 6.01
Financial Statements    102
Section 6.02
Certificates; Other Information    103
Section 6.03
Notices    105
Section 6.04
Payment of Obligations    106
Section 6.05
Preservation of Existence Etc.; Compliance    106
Section 6.06
Maintenance of Properties    106
Section 6.07
Insurance    106
Section 6.08
Compliance with Laws    107
Section 6.09
Books and Records; Lender Meeting    107
Section 6.10
Inspection Rights    107
Section 6.11
Use of Proceeds    108
Section 6.12
Additional Loan Parties; Additional Security    108
Section 6.13
Maintenance of Ratings    110
Section 6.14
Designation of Subsidiaries    110
Section 6.15
Post-Closing Matters    110
ARTICLE VII
NEGATIVE COVENANTS
Section 7.01
Limitation on Indebtedness    110
Section 7.02
Restriction on Liens    114
Section 7.03
Restrictions with Respect to Intercorporate Transfers    117
Section 7.04
Consolidation, Merger and Dissolution    117
Section 7.05
Asset Dispositions    119

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Section 7.06
Investments    121
Section 7.07
Restricted Payments, etc.    124
Section 7.08
Payments of Indebtedness, etc.    126
Section 7.09
Transactions with Affiliates    126
Section 7.10
Additional Negative Pledges    127
Section 7.11
Financial Covenants    127
Section 7.12
Independence of Covenants    127
Section 7.13
Use of Proceeds    127
ARTICLE VIII
DEFAULTS
Section 8.01
Events of Default    128
Section 8.02
Acceleration; Remedies    130
Section 8.03
Application of Funds    131
Section 8.04
Rescission of Event of Default    131
ARTICLE IX
AGENCY PROVISIONS
Section 9.01
Appointment and Authorization of the Agents    132
Section 9.02
Delegation of Duties    133
Section 9.03
Exculpatory Provisions    133
Section 9.04
Reliance on Communications    133
Section 9.05
Notice of Default    133
Section 9.06
Credit Decision; Disclosure of Information by Administrative Agent; No Reliance on Arrangers’ or Agents’ Customer Identification Program    134
Section 9.07
Indemnification    134
Section 9.08
Agents in Their Individual Capacity    135
Section 9.09
Successor Agents    135
Section 9.10
Administrative Agent May File Proofs of Claim    136
Section 9.11
Collateral and Guaranty Matters    136
Section 9.12
Related Obligations    137
Section 9.13
Other Agents; Arrangers and Managers    138
Section 9.14
Agents’ Fees; Arranger Fee    138
Section 9.15
Certain ERISA Matters    138
ARTICLE X
MISCELLANEOUS
Section 10.01
Amendments, Etc.    140
Section 10.02
Notices and Other Communications; Facsimile Copies    142
Section 10.03
No Waiver; Cumulative Remedies    143
Section 10.04
Attorney Costs, Expenses and Taxes    143
Section 10.05
Indemnification    143
Section 10.06
Payments Set Aside    144
Section 10.07
Successors and Assigns    144
Section 10.08
Confidentiality    149
Section 10.09
Set-off    149
Section 10.10
Interest Rate Limitation    150
Section 10.11
Counterparts    150
Section 10.12
Integration    150
Section 10.13
Survival of Representations and Warranties    150
Section 10.14
Severability    150
Section 10.15
Tax Forms    151
Section 10.16
Headings    152
Section 10.17
Governing Law; Submission to Jurisdiction    152

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Section 10.18
Waiver of Right to Trial by Jury    152
Section 10.19
U.S. Patriot Act Notice; Lenders’ Compliance Certification    153
Section 10.20
Defaulting Lenders    153
Section 10.21
Binding Effect    153
Section 10.22
Judgment Currency    153
Section 10.23
Conflict    154
Section 10.24
No Fiduciary Relationship    154
Section 10.25
Contractual Recognition of Bail-In    154


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Schedules:
Schedule 1.01A    -    Consolidated Cash Interest Expense
Schedule 1.01B    -    Consolidated EBITDA
Schedule 2.01    -    Lenders and Commitments
Schedule 5.06    -    Litigation
Schedule 5.12    -    ERISA
Schedule 5.13    -    Subsidiaries
Schedule 5.16    -    Compliance with Law
Schedule 5.17    -    Intellectual Property
Schedule 5.21    -    Ownership
Schedule 6.15    -    Post-Closing Matters
Schedule 7.01    -    Indebtedness
Schedule 7.02    -    Existing Liens
Schedule 7.06    -    Existing Investments
Schedule 10.02    -    Administrative Agent’s Office, Certain Addresses for Notices
Exhibits:
Exhibit A-1    -    Form of Notice of Borrowing
Exhibit A-2    -    Form of Notice of Extension/Conversion
Exhibit A-3    -    Form of Letter of Credit Request
Exhibit A-4    -    Form of Swing Line Loan Request
Exhibit B-1    -    Form of Revolving Note
Exhibit B-2    -    Form of Term A Note
Exhibit B-3    -    Form of Term B Note
Exhibit B-4    -    Form of Swing Line Note
Exhibit C    -    Form of Assignment and Assumption
Exhibit D    -    Form of Compliance Certificate
Exhibit E    -    [Reserved]
Exhibit F-1    -    [Reserved]
Exhibit F-2    -    [Reserved]
Exhibit F-3    -    Form of Perfection Certificate
Exhibit G    -    Form of Loan Party Accession Agreement
Exhibit H    -    Form of Discounted Prepayment Option Notice
Exhibit I    -    Form of Lender Participation Notice
Exhibit J    -    Form of Discounted Voluntary Prepayment Notice
Exhibit K-1
-    Form of U.S. Tax Certificate for Non-U.S. Lenders that are not Partnerships for U.S. Federal Income Tax Purposes
Exhibit K-2
-    Form of U.S. Tax Certificate for Non-U.S. Lenders that are Partnerships for U.S. Federal Income Tax Purposes
Exhibit K-3
-    Form of U.S. Tax Certificate for Non-U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes
Exhibit K-4
-    Form of U.S. Tax Certificate for Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes
Exhibit L-1    -    Form of Opinion of Counsel
Exhibit L-2    -    Form of General Counsel Opinion
Exhibit M    -    Form of Intercompany Note
Exhibit N    -    Form of Intercompany Note Subordination Provisions



-v-



SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This Second Amended and Restated Credit Agreement is entered into as of February 2, 2018 among VERIFONE INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), VERIFONE, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”) and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent for the Lenders, as Swing Line Lender and as an L/C Issuer.
Holdings, the Borrower, JPMorgan Chase Bank, N.A., as administrative agent for the lenders thereunder, Bank of America, N.A., as syndication agent and Barclays Bank PLC, BNP Paribas Securities Corp., RBC Capital Markets, MUFG Union Bank, N.A. and Wells Fargo Bank, National Association, as co-documentation agents, are party to an Amended and Restated Credit Agreement, dated as of July 8, 2014, as amended, modified or supplemented to the date hereof (as so amended, modified or supplemented, the “Predecessor Credit Agreement”), pursuant to which the lenders thereunder have made loans and advances to the Borrower secured by a Lien on the Collateral.
Holdings, the Borrower, the Lenders and JPMCB wish to amend and restate the Predecessor Credit Agreement and each of the other loan documents thereunder in their entirety, without constituting a novation, to continue to make the Loans and to further secure the payment and performance of the Finance Obligations by continuing to pledge and grant, without constituting a novation, a security interest and Lien on the Collateral as security for the Finance Obligations.
Pursuant to the Amendment and Restatement Agreement dated as of February 2, 2018 (the “Amendment Agreement”), among Holdings, the Borrower, the Lenders party thereto and JPMCB and upon satisfaction of the condition contained therein, the Predecessor Credit Agreement shall be deemed to be amended and restated and replaced in its entirety, without constituting a novation, by this Agreement.
Accordingly, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Article I
DEFINITIONS AND ACCOUNTING TERMS
Section 1.01    Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
Acceptable Discount” has the meaning specified in Section 2.09(c)(iii).
Acceptance Date” has the meaning specified in Section 2.09(c)(ii).
Accession Agreement” means a Loan Party Accession Agreement, substantially in the form of Exhibit G hereto, executed and delivered by an Additional Subsidiary Guarantor after the Closing Date in accordance with Section 6.12(a) or (d).
Accounting Change” has the meaning specified in Section 1.03.
Additional Collateral Documents” has the meaning specified in Section 6.12(b).
Additional Credit Extension Amendment” means an amendment (or, if agreed by the Borrower and the Administrative Agent, an amendment and restatement) of this Agreement and, if applicable, the other Finance Documents entered into pursuant to Section 2.15 or Section 2.16.
Additional Facilities” has the meaning specified in Section 7.01(xv).





Additional Lender” means, at any time, any bank or other financial institution (including any such bank or financial institution that is a Lender at such time) that agrees to provide any portion of any Incremental Term Loan, Incremental Revolving Commitment Increase or New Revolving Commitment pursuant to an Additional Credit Extension Amendment in accordance with Section 2.15.
Additional Subsidiary Guarantor” means each Person that becomes a Subsidiary Guarantor after the Closing Date by execution of an Accession Agreement as provided in Section 6.12.
Adjusted Eurodollar Rate” means, for the Interest Period for each Eurodollar Loan, the quotient obtained (rounded upward, if necessary, to the next higher 1/100th of 1%) by dividing (i) the applicable Eurodollar Rate, in the case of any Eurodollar Loan other than a Foreign Currency Loan, or applicable EURIBOR, in the case of any Foreign Currency Loan, for such Interest Period by (ii) 1.00 minus the Eurodollar Reserve Percentage; provided that the Adjusted Eurodollar Rate shall not be less than 0.00% per annum.
Adjusted Total New Revolving Commitment” means, at any time, with respect to any Class of New Revolving Commitments, the aggregate New Revolving Commitment of all Lenders in respect of such Class less the aggregate New Revolving Commitments of all Defaulting Lenders in such Class.
Adjusted Total Revolving Commitment” means, at any time, the aggregate Revolving Commitments of all Lenders less the aggregate Revolving Commitments of all Defaulting Lenders in such Class.
Administrative Agent” means JPMCB, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent appointed in accordance with Section 9.09.
Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.
Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
Agent” means the Administrative Agent, each of the Co-Documentation Agents, each of the Co-Syndication Agents, the Senior Managing Agent or the Collateral Agent and any successors and assigns in such capacity appointed in accordance with Section 9.09, and “Agents” means any two or more of them.
Agent-Related Persons” means the Administrative Agent and the Collateral Agent, together with their respective Affiliates (including, in the case of JPMCB in its capacity as the Administrative Agent, J.P. Morgan Securities LLC), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.
Agreement” means this Second Amended and Restated Credit Agreement, as amended, modified or supplemented from time to time.
Amendment Agreement” has the meaning specified in the preliminary statements hereto.
Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery, or corruption.
Anti-Terrorism Laws” means any Laws relating to terrorism or money-laundering, including, without limitation, (i) Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 and relating to Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, (ii) the U.S. Patriot Act, (iii) the International Emergency Economic Power Act, 50 U.S.C. §1701 et seq.,

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(iv) the Bank Secrecy Act, (v) the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq. and (vi) any related rules and regulations of the U.S. Treasury Department’s Office of Foreign Assets Control or any other Governmental Authority, in each case as the same may be amended, supplemented, modified, replaced or otherwise in effect from time to time.
Applicable Discount” has the meaning specified in Section 2.09(c)(iii).
Applicable Lending Office” means (i) with respect to any Lender and for each Type of Loan, the “Lending Office” of such Lender (or of an Affiliate of such Lender) designated for such Type of Loan in such Lender’s Administrative Questionnaire or in any applicable Assignment and Assumption pursuant to which such Lender became a Lender hereunder or such other office of such Lender (or of an Affiliate of such Lender) as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office by which its Loans of such Type are to be made and maintained and (ii) with respect to any L/C Issuer and for each Letter of Credit, the “Lending Office” of such L/C Issuer (or of an Affiliate of such L/C Issuer) designated on the signature pages hereto or such other office of such L/C Issuer (or of an Affiliate of such L/C Issuer) as such L/C Issuer may from time to time specify to the Administrative Agent and the Borrower as the office by which its Letters of Credit are to be issued and maintained.
Applicable Margin” means a percentage per annum equal to:
(a)    With respect to Term A Loans and Revolving Loans, (i) until delivery of the Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a) for the first fiscal quarter of Parent Holdings ending after the Closing Date, 1.75% if such Loans are Eurodollar Loans and 0.75% if such Loans are Base Rate Loans and (ii) thereafter, the following percentages based upon the Maintenance Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a); provided, in each case, that if the Borrower shall obtain public corporate ratings from S&P and public corporate family ratings from Moody’s of BB+ and Ba1 (or better), respectively, for so long as the Borrower maintains such public corporate ratings, the Applicable Margin shall be reduced by 0.25% from the Applicable Margin that would otherwise be applicable:
Applicable Margin for Term A Loans and Revolving Loans
Pricing Level
Maintenance Leverage Ratio
Eurodollar Loans
Base Rate Loans
1
> 3.75:1.00
2.25%
1.25%
2
<3.75:1.00 but > 3.00:1.00
2.00%
1.00%
3
< 3.00:1.00 but > 2.50:1.00
1.75%
0.75%
4
< 2.50:1.00 but > 2.00:1.00
1.50%
0.50%
5
< 2.00:1.00
1.25%
0.25%

(b)    With respect to Term B Loans, 2.00% if such Loans are Eurodollar Loans and 1.00% if such Loans are Base Rate Loans.
(c)    With respect to (i) the Commitment Fee to be paid pursuant to Section 2.11(a) and (ii) the Standby Letter of Credit Fee and the Trade Letter of Credit Fee (each an “L/C Fee”) to be paid pursuant to Section 2.11(b), in each case (A) until delivery of the Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a) for the first fiscal quarter of Parent Holdings ending after the Closing Date, the Commitment Fee shall be 0.25% per annum and each L/C Fee shall be 1.75% per

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annum and (B) thereafter, the following percentages per annum based upon the Maintenance Leverage Ratio as set forth below; provided, in each case, that if the Borrower shall obtain public corporate ratings from S&P and public corporate family ratings from Moody’s of BB+ and Ba1 (or better), respectively, for so long as the Borrower maintains such public corporate ratings, the Commitment Fee and the L/C Fee shall be reduced by 0.05% from the Commitment Fee and L/C Fee, respectively, that would otherwise be applicable; provided, further, that in no event shall the Commitment Fee be less than 0.20%:
Commitment Fee and L/C Fee
Pricing Level
Maintenance Leverage Ratio
Commitment Fee
L/C Fee
1
> 3.75:1.00
0.30%
2.25%
2
<3.75:1.00 but > 3.00:1.00
0.25%
2.00%
3
< 3.00:1.00 but > 2.50:1.00
0.25%
1.75%
4
< 2.50:1.00 but > 2.00:1.00
0.20%
1.50%
5
< 2.00:1.00
0.20%
1.25%

Any increase or decrease in the Applicable Margin resulting from a change in the Maintenance Leverage Ratio shall become effective as of the first Business Day immediately following the date on which a Compliance Certificate is delivered pursuant to Section 6.02(a) and any increase or decrease in the Applicable Margin resulting from a change in the ratings shall become effective as of the first Business Day immediately following the date on which the Borrower obtains such ratings; provided that (i) at the option of the Administrative Agent or the Required Revolving Lenders, Pricing Level 2 (with respect to Revolving Loans, the Commitment Fee and the L/C Fee) or the Required Term A Lenders (with respect to Term A Loans), in each case shall apply as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the pricing otherwise determined in accordance with this definition shall apply) and (ii) if the Maintenance Leverage Ratio as set forth in a Compliance Certificate delivered pursuant to Section 6.02(a) is determined to have been incorrect, then the Applicable Margin for the relevant period shall be adjusted retroactively to reflect the pricing which would have been applied in accordance with this definition for such period based on the corrected Maintenance Leverage Ratio for the relevant period, and any additional interest or fees owing as a result of such readjustment shall be payable on demand.
Applicable Percentage” has the meaning specified in Section 2.09(b)(ii).
Approved Currency” means (a) with respect to any Commitments, Borrowings or Loans, each of Dollars and Euro and (b) with respect to any Letters of Credit, each of Dollars, Euro and any other currency that is approved in accordance with Section 1.13.
Approved Foreign Currency” means an Approved Currency other than Dollars.
Approved Foreign Currency Letters of Credit” means any Letter of Credit issued by an L/C Issuer hereunder on or after the Closing Date denominated in an Approved Foreign Currency.
Approved Fund” has the meaning specified in Section 10.07(g).
Approved Lender” has the meaning specified in the definition of “Cash Equivalents”.

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Asset Disposition” means any sale, (including any Sale/Leaseback Transaction, whether or not involving a Capital Lease), lease, transfer or other disposition (including any such transaction involving a transfer of assets effected by way of merger or consolidation and including any sale or other disposition by any Group Company of Equity Interests in one or more of its Subsidiaries, but excluding any sale or other disposition by way of Casualty or Condemnation) by any Group Company of any asset. For avoidance of doubt, an Equity Issuance by the Borrower shall not constitute an Asset Disposition.
Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.
Assignment and Assumption” means an Assignment and Assumption, substantially in the form of Exhibit C hereto.
Attorney Costs” means and includes all reasonable and documented or invoiced fees, expenses and disbursements of any law firm or other external counsel.
Attributable Indebtedness” means, at any date, (i) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet as Indebtedness of such Person prepared as of such date in accordance with GAAP, (ii) in respect of any Synthetic Lease Obligation of any Person, the capitalized or principal amount of the remaining lease payments under the relevant lease that would appear on a balance sheet as Indebtedness of such Person prepared as of such date in accordance with GAAP if such lease or other agreement were accounted for as a Capital Lease and (iii) in respect of any Sale/Leaseback Transaction, the lesser of (A) the present value, discounted in accordance with GAAP at the interest rate implicit in the related lease, of the obligations of the lessee for net rental payments over the remaining term of such lease (including any period for which such lease has been extended or may, at the option of the lessor be extended) and (B) the fair market value of the assets subject to such Sale/Leaseback Transaction.
Audited Financial Statements” means the audited consolidated balance sheet of Parent Holdings and its Consolidated Subsidiaries for the fiscal year ended October 31, 2017 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of Parent Holdings and its Consolidated Subsidiaries, including the notes thereto, included in the Parent Holdings’ Annual Report on Form 10-K for the year ended October 31, 2017, filed with the SEC.
Auto-Extension Letter of Credit” has the meaning specified in Section 2.05(c)(iii).
Available Amount” means, at any time of determination (the “Available Amount Reference Time”), an amount equal to the sum of:
(a)    $100,000,000; plus
(b)    the amount (which amount shall not be less than zero) equal to 50% of Cumulative Consolidated Net Income as of the Available Amount Reference Time; plus
(c)    the amount of (i) any Debt Issuance or (ii) issuance of Debt Equivalents in each case of clauses (i) and (ii) that have been converted into or exchanged for Qualified Capital Stock (other than any debt issuances to the extent utilized in connection with other transactions permitted pursuant to Section 7.06, Section 7.07 or Section 7.08) received or made by the Borrower (or any direct or indirect parent thereof and contributed by such parent to the Borrower as cash equity) during the period from and including the Business Day immediately following the Closing Date through and including the Available Amount Reference Time; plus
(d)    without duplication and to the extent not already included in the calculation of Consolidated Net Income, the Net Cash Proceeds received by the Borrower or any Restricted Subsidiary from the sale, transfer or other disposition of any Investment made pursuant to Section 7.06(a)(xiv) to the

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extent received during the period from the Business Day immediately following the Closing Date through the Available Amount Reference Time; plus
(e)    without duplication and to the extent not already included in the calculation of Consolidated Net Income, returns, profits, distributions and other similar amounts or payments made to or received by the Borrower or any Restricted Subsidiary on account of any Investment made pursuant to Section 7.06(a)(xiv) to the extent of such payments in cash and Cash Equivalents received during the period from the Business Day immediately following the Closing Date through the Available Amount Reference Time; plus
(f)    without duplication and to the extent not already included in the Consolidated Net Income, the amount of any Investment in any Unrestricted Subsidiary by the Borrower or any Restricted Subsidiary pursuant to Section 7.06(a)(xiv) made upon the designation of such Unrestricted Subsidiary as a Restricted Subsidiary or the merger or consolidation of such Unrestricted Subsidiary into the Borrower or any Restricted Subsidiary, in each case to the extent such designation, merger or consolidation occurs during the period from the Business Day immediately following the Closing Date through the Available Amount Reference Time; minus
(g)    the aggregate amount of (i) any Indebtedness incurred pursuant to Section 7.01(ix)(D)(2) until such Indebtedness is redeemed, purchased, prepaid, retired, defeased or otherwise extinguished, (ii) Investments made pursuant to Section 7.06(a)(x)(A)(II) or Section 7.06(a)(xiv)(B), (iii) any Restricted Payment made pursuant to Section 7.07(vi)(B) and (iv) any payments made pursuant to Section 7.08(b)(iv)(B), in each case, during the period commencing on the Closing Date and ending on or prior to the Available Amount Reference Time (and, for purposes of this clause (g), without taking account of the intended usage of the Available Amount at such Available Amount Reference Time).
Availability Period” means in respect of the Revolving Commitments, the period from and including the Closing Date to the earliest of (A) the Revolving Termination Date, (B) the time of the termination of the Revolving Commitments pursuant to Section 2.10 and (C) the time of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuers issue, extend or increase Letters of Credit pursuant to Section 8.02.
Bail-In Action” means the exercise of any Write-Down and Conversion Powers.
Bail-In Legislation” means:
(a)    in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and
(b)    in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law of regulation.
Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy” and any successor statute thereto.
Bank Secrecy Act” means the Financial Recordkeeping and Reporting of Currency and Foreign Transactions Act of 1970, 31 U.S.C. 1051, et seq., as the same may be amended, supplemented, modified, replaced or otherwise in effect from time to time.
Base Rate” means, (a) for Dollar denominated Loans, for any day, a rate per annum equal to the highest of (i) the NYFRB Rate plus 0.50%, (ii) the Prime Rate and (iii) the Adjusted Eurodollar Rate for an Interest Period of one month plus 1.00% and (b) for Foreign Currency Loans (in accordance with the terms of this Agreement,

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including Section 3.03), the rate per annum determined by the Administrative Agent as the rate of interest (rounded upwards to the next 1/100th of 1%) at which deposits in Euro for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Foreign Currency Loan being made, continued or converted by JPMCB and with a term equivalent to such Interest Period as would be offered by JPMCB’s London branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period; provided that for the purpose of this definition, the Adjusted Eurodollar Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on such day. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or the Adjusted Eurodollar Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or the Adjusted Eurodollar Rate, respectively. For Dollar denominated Loans, if the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clause (a)(i) and (a)(ii) above and shall be determined without reference to clause (a)(iii) above. For the avoidance of doubt, if the Base Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
Base Rate Borrowing” means a Borrowing comprised of Base Rate Loans and identified as such in the Notice of Borrowing with respect thereto.
Base Rate Loan” means a Loan that bears interest based on the Base Rate.
Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in 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” means the Board of Governors of the Federal Reserve System of the United States of America.
Board of Directors” means:
(a)    with respect to a corporation, the board of directors of the corporation; and
(b)    with respect to any other Person, the board of directors or other similar body or (except if used in the definition of “Change of Control”) committee or Person of such Person serving a similar function.
Borrower” means VeriFone, Inc., a Delaware corporation, and its successors.
Borrowing” has the meaning specified in Section 1.08.
Business Acquisition” means the acquisition by the Borrower or one or more of its Restricted Subsidiaries of (i) all of the Equity Interests of another Person, (ii) all or substantially all the assets or property of another Person or (iii) any division or line of business (or substantial part thereof) of another Person.
Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located, except that (i) when used in Section 2.05 with respect to any action taken by or with respect to any L/C Issuer, the term “Business Day” shall not include any day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the jurisdiction where such L/C Issuer’s Applicable Lending Office is located, (ii) if such day relates to a borrowing of, a payment or prepayment of principal of or interest on, or the Interest Period for, a Eurodollar Loan, or a notice by the Borrower with respect to any such borrowing, payment, prepayment or Interest Period, such day shall also be a day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market and (iii) if such day relates to a borrowing of, a payment or prepayment of principal of or interest on, or the Interest Period for a Foreign Currency Loan, or a notice by the

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Borrower with respect to any such borrowing, payment, prepayment or Interest Period, such day shall not include any day on which the Trans-European Real-time Gross Settlement Operating System (or any successor operating system) is not operating (as determined in good faith by the Administrative Agent).
Calculation Date” means (a) the last Business Day of each calendar month and (b) solely with respect to any Foreign Currency Borrowing or the issuance of any Letter of Credit in any Approved Foreign Currency, the second Business Day immediately preceding the date on which such Borrowing or issuance, as applicable, is to be made.
Capital Expenditures” means expenditures that would in accordance with GAAP, be included as additions to property, plant and equipment and other capital expenditures or cash expenditures for revenue generating assets, in each case, as would be set forth on a consolidated statement of cash flows of such Person.
Capital Lease” of any Person means any lease of (or other arrangement conveying the right to use) property (whether real, personal or mixed) by such Person as lessee which would, in accordance with GAAP, be required to be accounted for as a capital lease on the balance sheet of such Person.
Capital Lease Obligations” means, with respect to any Person, all obligations of such Person as lessee under Capital Leases, in each case taken at the amount thereof accounted for as liabilities in accordance with GAAP.
Cash Collateral” has the meaning specified in definition of “Cash Collateralize”.
Cash Collateralize” means to pledge and deposit with or deliver to the Collateral Agent, for the benefit of the L/C Issuers and the Revolving Lenders, as collateral for the L/C Obligations, cash or deposit balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuers.
Cash Equivalents” means:
(i)    securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than one year from the date of acquisition;
(ii)    Dollar-denominated certificates of deposit of (A) any Lender, (B) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (C) any bank whose short-term commercial paper rating from (x) S&P is at least A-1 or the equivalent thereof, or (y) Moody’s is at least P-1 or the equivalent thereof (“Approved Lender”), in each case with maturities of not more than one year from the date of acquisition;
(iii)    commercial paper and variable or fixed rate notes issued by any Approved Lender (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation not an Affiliate of the Borrower rated (x) A-1 (or the equivalent thereof) or better by S&P, or (y) P-1 (or the equivalent thereof) or better by Moody’s, and maturing within one year of the date of acquisition;
(iv)    repurchase agreements with a term of not more than one year with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America in which the Borrower or one or more of its Restricted Subsidiaries shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

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(v)    securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any State, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least A by S&P or A by Moody’s;
(vi)    investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing clauses (i) through (v);
(vii)    auction rate securities, corporate bonds, taxable municipal bonds, tax-exempt municipal bonds and money market funds, in each case, having a maturity within one year of the date of acquisition thereof, so long as such investments are rated at least AAA or the functional equivalent by S&P and Moody’s; and
(viii)    Investments that are consistent with the investment policy of the Borrower, as it may be amended from time to time, that has been adopted by the board of directors of the Borrower and provided to the Administrative Agent, in each case to the extent such Investment would be classified as cash or a short term investment on the balance sheet of the Borrower in accordance with GAAP.
The term “Cash Equivalents” shall also include (x) Investments of the type and maturity described in clauses (i) through (viii) above of foreign obligors, which Investments or obligors (or the parent companies thereof) have the ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (y) other short-term Investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in Investments that are analogous to the Investments described in clauses (i) through (viii) and in this paragraph.
Cash on Hand” means, at any date of determination, the amount in excess of $75,000,000 of cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries on such date, it being understood that “Cash on Hand” shall exclude in any event any cash and Cash Equivalents which are “restricted” for purposes of GAAP or are subject to a consensual Lien in favor of any other Person (other than security interests under the Collateral Documents or a statutory right of set-off at any depository institution where held); provided that Cash on Hand shall not exceed $200,000,000.
Cash Management Agreement” means any agreement or other instrument governing Cash Management Obligations.
Cash Management Bank” means any Person that, at the time it enters into a Cash Management Agreement, is a Lender or Agent or an Affiliate of a Lender or Agent, in its capacity as a party to such Cash Management Agreement.
Cash Management Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person in respect of cash management services (including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements) provided by any Cash Management Bank to the Borrower or any Restricted Subsidiary, including obligations for the payment of agreed interest and reasonable, fees, charges, expenses, Attorney Costs and disbursements in connection therewith.
Casualty” means any casualty, loss, damage, destruction or other similar loss with respect to real or personal property or improvements.
Casualty Proceeds” means all cash insurance proceeds (other than business interruption insurance proceeds) with respect to any Casualty.
Change of Control” means the occurrence of any of the following events: (A) Parent Holdings shall cease to own, directly or indirectly, 100% of the Equity Interests in the Borrower on a fully-diluted basis assuming the

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conversion and exercise of all outstanding Equity Equivalents (whether or not such securities are then currently convertible or exercisable), or (B) any “person” or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) has become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have “beneficial ownership” of all securities that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), by way of merger, consolidation or otherwise, of 50% or more of the Equity Interests of Parent Holdings on a fully-diluted basis after giving effect to the conversion and exercise of all outstanding Equity Equivalents (whether or not such securities are then currently convertible or exercisable).
Charges” has the meaning specified in Section 10.10.
CIP Regulations” has the meaning specified in Section 9.06(b).
Class” has the meaning specified in Section 1.08.
Closing Date” means the date when the first Credit Extension occurs in accordance with Section 4.01.
Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as interpreted by the rules and regulations issued thereunder, in each case as in effect from time to time.
Co-Documentation Agent” means each of BMO Capital Markets Corp., TD Bank, N.A., SunTrust Bank, DBS Bank Ltd. and Fifth Third Bank, an Ohio Banking Corporation, in its capacity as a Co-Documentation Agent under this Agreement, and “Co-Documentation Agents” means all of them, collectively.
Co-Syndication Agent” means each of Bank of America, N.A., RBC Capital Markets, Wells Fargo Bank, National Association and BNP Paribas Securities Corp., each in its capacity as a Co-Syndication Agent under this Agreement. And “Co-Syndication Agents” means all of them, collectively.
Collateral” means all of the property which is subject or is purported to be subject to the Liens granted by the Collateral Documents.
Collateral Agent” means JPMCB, as Collateral Agent for the Lenders under this Agreement and the Collateral Documents, and its permitted successor or successors in such capacity and, if there is no acting Collateral Agent under this Agreement and the Collateral Documents, the Required Lenders.
Collateral Documents” means, collectively, the Security Agreement, the Pledge Agreement, any Additional Collateral Documents, any additional pledges, security agreements, patent, trademark or copyright filings or mortgages required to be delivered pursuant to the Loan Documents and any instruments of assignment, control agreements or other instruments or agreements executed pursuant to the foregoing.
Commitment” means (i) with respect to each Lender, its Revolving Commitment, Term A Commitment, Term B Commitment, Incremental Term Loan Commitment, New Revolving Commitment and Extended Revolving Commitment as and to the extent applicable, (ii) with respect to each L/C Issuer, its L/C Commitment and (iii) with respect to the Swing Line Lender, the Swing Line Commitment, in each case as set forth on Schedule 2.01 or in the applicable Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as its Commitment of the applicable Class, as any such amount may be adjusted from time to time in accordance with this Agreement.
Commitment Fee” has the meaning specified in Section 2.11(a).
Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
Compliance Certificate” means a certificate substantially in the form of Exhibit D hereto.

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Condemnation” means any taking by a Governmental Authority of property or assets, or any part thereof or interest therein, for public or quasi-public use under the power of eminent domain, by reason of any public improvement or condemnation or in any other manner.
Condemnation Award” means all proceeds of any Condemnation.
Consolidated Adjusted Working Capital” means at any date the excess of (i) Consolidated Current Assets (excluding cash and Cash Equivalents classified as such in accordance with GAAP) over (ii) Consolidated Current Liabilities (excluding the current portion of any Consolidated Funded Indebtedness).
Consolidated Capital Expenditures” means for any period the aggregate amount of all Capital Expenditures (including the amount of assets leased under any Capital Lease), but excluding (to the extent that they would otherwise be included) any such expenditures financed with the proceeds of Excluded Sources.
Consolidated Cash Interest Expense” means for any period Consolidated Interest Expense that has been paid or is payable in cash for such period other than (to the extent, but only to the extent, included in the determination of Consolidated Interest Expense for such period in accordance with GAAP and paid in cash for such period): (i) amortization of debt discount and debt issuance fees, (ii) any fees, expenses, discounts or commissions (including underwriting, legal, accounting and advisory fees, discounts, commissions and expenses) paid in connection with the consummation of the Transactions or any Permitted Business Acquisitions (whether or not successful), (iii) any payments made or expenses incurred to obtain Swap Agreements, (iv) any fees paid or required to be paid pursuant to any Loan Document (including any fees or expenses related to any amendment to any Loan Document) and (v) annual agency fees, unused line fees and letter of credit fees and expenses paid hereunder; provided that Consolidated Cash Interest Expense for any fiscal period ending prior to the Closing Date which is identified on Schedule 1.01A hereto shall be deemed to equal the amount set forth on Schedule 1.01A opposite such period.
Consolidated Cash Taxes” means, for any period, the aggregate amount of all taxes of the Group Companies for such period to the extent the same are paid in cash by any of the Group Companies during such period.
Consolidated Current Assets” means at any date the consolidated current assets of the Borrower and its Restricted Subsidiaries determined as of such date in accordance with GAAP.
Consolidated Current Liabilities” means at any date, without duplication, (i) the consolidated current liabilities of the Borrower and its Restricted Subsidiaries plus (ii) all Guaranty Obligations of the Borrower or any Restricted Subsidiary of the Borrower in respect of the current liabilities of any Person (other than the Borrower or a Restricted Subsidiary of the Borrower), determined as of such date in accordance with GAAP.
Consolidated EBITDA” means for any period the sum of:
(i)    Consolidated Net Income for such period (excluding therefrom (x) any unusual or non-recurring items of gain or loss, costs, charges or expenses and (y) any gain or loss from discontinued operations); plus
(ii)    to the extent not otherwise included in the determination of Consolidated Net Income for such period, business interruption insurance proceeds in an amount representing the losses for the applicable period that such proceeds are intended to replace (whether or not yet received so long as the Borrower in good faith expects to receive the same within the next four fiscal quarter period (it being understood that to the extent not actually received within such fiscal quarters, such amount shall be deducted in calculating Consolidated EBITDA for the applicable future periods)); plus
(iii)    without duplication, those amounts which, in the determination of Consolidated Net Income for such period, have been deducted for (A) Consolidated Interest Expense, (B) the principal

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component of Synthetic Lease Obligations paid or payable in cash under leases accounted for as Operating Leases during such period but which constitute Synthetic Lease Obligations hereunder, (C) Federal, state, local and foreign income tax, franchise taxes and state single business unitary and similar taxes imposed in lieu of income tax, (D) depreciation, amortization (including, without limitation, amortization of goodwill and other intangible assets), impairment of goodwill and all other non-cash charges, write-downs, expenses, losses, accruals, provisions or reserves (excluding any such non-cash charge, expense, accrual, provision or reserve to the extent that it represents amortization of a prepaid cash expense that was paid during such period or an accrual of, or a reserve for, cash charges or expenses in any future period), (E) the amount of (x) any expense to the extent that a corresponding amount is received in cash by a Group Company from a Person other than the Borrower or any Restricted Subsidiary of the Borrower under any agreement providing for reimbursement of such expense or (y) any expenses with respect to liability or casualty events, business interruption or product recalls, to the extent covered by insurance (it being understood that if the amount received in cash under any such agreement in any period exceeds the amount of expense paid during such period such excess amounts received may be carried forward and applied against expenses in future periods), (F) any financial advisory fees, accounting fees, legal fees and other similar advisory and consulting fees and related out-of-pocket expenses, and underwriting fees, discounts and commissions of the Borrower and its Restricted Subsidiaries incurred as a result of any acquisition, disposition, recapitalization, Investment, asset sale, Permitted Business Acquisitions, any equity offering or incurrence or repayment of Indebtedness, refinancing transaction or amendment or modification of any debt instrument (whether or not successful), (G) the amount of any restructuring charge or reserve, integration cost or any expense or cost associated with consolidating facilities, cost-saving initiatives, establishing new facilities or closing facilities, relocation, curtailments or modifications to pension and post-retirement employee benefit plans, retention charges, spin-off costs, business realignment, business optimization, product rationalization, transition costs associated with transferring operations offshore and other transition costs, signing, retention and completion bonuses, conversion costs and excess pension charges and consulting fees incurred in connection with any of the foregoing and amortization of signing bonuses, or any cost or expense associated with realigning, consolidating or terminating personnel or any cost or expense associated with contract termination or information technology integration or establishment, in each case, (1) to the extent incurred within 18 months of the Closing Date, (2) incurred in connection with restructuring, business realignment, business optimization, product rationalization or other activities described in this clause (G), in each case, previously disclosed to the Administrative Agent in writing and (3) not in excess of $40,000,000 in the aggregate for any four quarter period beginning on or after the Closing Date, (H) the amount of any restructuring charge or reserve, integration cost or any expense or cost associated with acquisitions, consolidating facilities, cost-saving initiatives, establishing new facilities or closing facilities, relocation, curtailments or modifications to pension and post-retirement employee benefit plans, retention charges, spin-off costs, business realignment, business optimization, product rationalization, transition costs associated with transferring operations offshore and other transition costs, signing, retention and completion bonuses, conversion costs and excess pension charges and consulting fees incurred in connection with any of the foregoing and amortization of signing bonuses, or any cost or expense associated with realigning, consolidating or terminating personnel or any cost or expense associated with contract termination or information technology integration or establishment, including any one-time costs incurred in connection with acquisitions and, together with the aggregate amounts added pursuant to clause (I) for such four quarter period, not in excess of the greater of $60,000,000 and 20.0% of Consolidated EBITDA (prior to giving effect to this clause (H) and clause (I) below or any pro-forma adjustments in accordance with the penultimate paragraph of this definition of “Consolidated EBITDA”) in the aggregate for any four quarter period beginning on or after the Closing Date, (I) cash charges paid or accrued (without duplication) in such four-quarter period in respect of earn-out obligations incurred in connection with any Permitted Business Acquisition and the amount of “run rate” cost savings, operating expense reductions and cost-saving synergies projected by the Borrower in good faith to be realized as a result of specified actions taken or expected in good faith to be taken within 12 months following the end of such period (to the extent the Borrower reasonably expects to realize such cash charges paid or accrued, cost savings, reductions or synergies within 12 months of taking such action) (which cash charges paid or accrued, cost savings, reductions and synergies shall be added to Consolidated EBITDA until fully realized and calculated on a Pro-Forma Basis as though such amounts had been realized on the first day of the

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relevant period), net of the amount of actual benefits realized from such actions; provided that (1) no cash charges paid or accrued, cost savings, reductions or synergies shall be added pursuant to this clause (I) to the extent duplicative of any expenses or charges relating to such cash charges paid or accrued, cost savings, reductions and synergies that are included in clause (H) above or in accordance with the penultimate paragraph of this definition of “Consolidated EBITDA” or otherwise given pro-forma effect and (2) the aggregate amount of cash charges paid or accrued, cost savings, reductions and synergies added pursuant to this clause (I) and clause (H) above shall not exceed the greater of $60,000,000 and 20.0% of Consolidated EBITDA (prior to giving effect to clause (H) above and this clause (I) or any pro-forma adjustments in accordance with the penultimate paragraph of this definition of “Consolidated EBITDA”) for such four fiscal quarter period (it being understood and agreed that “run rate” shall mean the full recurring net benefit that is associated with any action taken), (J) losses on sales or dispositions of assets outside the ordinary course of business, (K) the amount of any minority interest expense deducted in calculating the Consolidated Net Income of such Person (less the amount of any cash dividends or distributions paid to the holders of such minority interests) and (L) the amount of loss on sale of receivables, Securitization Assets and related assets to any Securitization Subsidiary in connection with a Qualified Securitization Facility; minus
(iv)    any amount which, in the determination of Consolidated Net Income for such period, has been added for (A) interest income and (B) any non-cash income or non-cash gains, all as determined in accordance with GAAP;
provided that Consolidated EBITDA for any fiscal period ending prior to the Closing Date which is identified on Schedule 1.01B hereto shall be deemed to equal the amount set forth on Schedule 1.01B opposite such period. For purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “Reference Period”) pursuant to any determination of the Maintenance Leverage Ratio, Total Leverage Ratio or the Interest Coverage Ratio and without limiting in any way clauses (K) and (L) above, if during such Reference Period (or in the case of pro-forma calculations, during the period from the last day of such Reference Period to and including the date as of which such calculation is made) any Group Company shall have made an Asset Disposition or a Permitted Business Acquisition or any transactions described in clauses (G) and (H) of this definition, Consolidated EBITDA for such Reference Period shall be calculated after giving effect thereto on a Pro-Forma Basis and shall give effect, without duplication, to projected or anticipated cost savings and synergies permitted or required to be reflected on a pro-forma statement of income prepared in accordance with Regulations S-K or S-X under the Securities Act and to operating expense reductions to the extent factually supportable and such reductions have been realized or for which all steps necessary for realization have been taken or are expected in good faith to be taken within twelve months, in each case as certified by a Responsible Officer of the Borrower.
Consolidated Funded Indebtedness” means at any date the Funded Indebtedness of the Borrower and its Restricted Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP; provided that Consolidated Secured Funded Indebtedness shall include Indebtedness that is Limited Recourse Indebtedness only to the extent that the aggregate principal amount of such Limited Recourse Indebtedness exceeds $50,000,000 in the aggregate.
Consolidated Interest Expense” means, for any period, the total interest expense, whether paid or accrued, (including, without limitation, amortization of debt issuance costs and OID, interest capitalized during construction, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments under Capital Leases and the implied interest component of Synthetic Lease Obligations (regardless of whether accounted for as interest expense under GAAP), all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptances and net costs in respect of Swap Obligations constituting interest rate swaps, collars, caps or other arrangements requiring payments contingent upon interest rates of the Borrower and its Restricted Subsidiaries and all commissions, discounts, yield and other fees and charges (including any interest expense) related to any Qualified Securitization Facility), net of interest income, in each case determined on a consolidated basis for such period; provided that any interest on Indebtedness of another Person that is guaranteed by the Borrower or any of its Restricted Subsidiaries or secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien on, or payable out of

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the proceeds of the sale of or production from, assets of the Borrower or any of its Restricted Subsidiaries (whether or not such guarantee or Lien is called upon) shall be included (but for purposes of calculating the Interest Coverage Ratio for any period only to the extent paid by the Borrower or any Restricted Subsidiary).
Consolidated Net Income” shall mean, for any period, the net income (or net loss) attributable to the Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, excluding, without duplication, (a) any after tax extraordinary items of gain or loss, (b) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income, (c) any financial advisory fees, accounting fees, legal fees and other similar advisory and consulting fees and related out-of-pocket expenses and underwriting fees, discounts and commissions of the Borrower or any of its Affiliates as a result of any Permitted Business Acquisition, (d) any income (loss) for such period attributable to the early extinguishment of Indebtedness, hedging arrangements (including hedging arrangements entered into for the purpose of hedging against fluctuations in the price or availability of any currency) or other derivative instruments, (e) accruals and reserves (and any adjustments in such accruals or reserves) that are established or adjusted as a result of Permitted Business Acquisitions in accordance with GAAP or changes as a result of the adoption or modification of accounting policies during such period, (f) non-cash charges, write-downs, expenses and losses, including non-cash compensation expense, or other non-cash expenses or charges, in each case, arising from the issuance or sale of stock, the granting of stock options, restricted stock units, stock appreciation rights or other similar instruments (including any repricing, amendment, modification, substitution or change of any such stock, stock option, restricted stock unit, stock appreciation rights or similar instruments), (g) any non-cash impairment charge or asset write-off or write-down including impairment charges, or asset write-offs or write-downs related to intangible assets, goodwill or long-lived assets, and the amortization of intangibles arising pursuant to ASC 805 (formerly Financial Accounting Standards Board Statement No. 141) and (h) any financial advisory fees, accounting fees, legal fees and other similar advisory and consulting fees and related out-of-pocket expenses and underwriting fees, discounts and commissions of the Borrower or any of its Affiliates incurred in connection with a Permitted Business Acquisition or Permitted Joint Venture; provided that there shall be excluded from the calculation of Consolidated Net Income for any period (i) the income (or loss) of any Person (other than any Restricted Subsidiary) in which any other Person (other than the Borrower or any of its Restricted Subsidiaries) has an ownership interest, except to the extent that any such income is actually distributed in cash to the Borrower or such Restricted Subsidiary during such period, (ii) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of the Borrower or is merged with or into or consolidated with the Borrower or any of its Restricted Subsidiaries or that Person’s assets are acquired by the Borrower or any of its Restricted Subsidiaries, except as provided in the definitions of “Consolidated EBITDA” and “Pro-Forma Basis” herein and (iii) the income of any Restricted Subsidiary of the Borrower (other than a Subsidiary Guarantor) to the extent that the declaration or payment of Restricted Payments or similar distributions by that Restricted Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary. There shall be excluded from Consolidated Net Income for any period the effects from applying purchase accounting, including applying purchase accounting to inventory, property and equipment, software and other intangible assets and deferred revenue required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Borrower and the Restricted Subsidiaries), as a result of the Transactions, any acquisition consummated prior to the Closing Date and any Permitted Business Acquisition or the amortization or write-off of any amounts thereof.
Consolidated Secured Funded Indebtedness” means at any date the Consolidated Funded Indebtedness as of such date of the Borrower or a Restricted Subsidiary then secured by Liens that are pari passu with the Liens securing the Finance Obligations if on Collateral or otherwise on a first lien basis if not on Collateral.
Consolidated Scheduled Debt Payments” means, for any period, the sum of all scheduled payments of principal on the Loans and all other Consolidated Funded Indebtedness (including, without limitation, the principal component of Capital Lease Obligations and Synthetic Lease Obligations (regardless of whether accounted for as indebtedness under GAAP) paid or payable during such period), but excluding payments due on Revolving Loans and Swing Line Loans during such period; provided that Consolidated Scheduled Debt Payments for any period shall not include voluntary prepayments of Consolidated Funded Indebtedness, mandatory prepayments of the Term

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B Loans pursuant to Section 2.09(b) or other mandatory prepayments (other than by virtue of scheduled amortization) of Consolidated Funded Indebtedness (but Consolidated Scheduled Debt Payments for a period shall be adjusted to reflect the effect on scheduled payments of principal for such period of the application of any prepayments of Consolidated Funded Indebtedness during or preceding such period).
Consolidated Subsidiary” means with respect to any Person at any date any Subsidiary of such Person or other entity the accounts of which would be consolidated with those of such Person in its consolidated financial statements if such statements were prepared as of such date in accordance with GAAP.
Consolidated Total Assets” means, as of any date of determination, the total amount of all assets of the Borrower and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP as of such date.
Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
Control” means (i) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting shares or their equivalent, by contract or otherwise or (ii) with respect to any Person having voting shares or their equivalent, the possession, directly or indirectly, of the power to vote 15% or more of the Voting Securities of such Person.
Credit Extension” means a Borrowing or the issuance, renewal, extension or increase of a Letter of Credit.
Credit Facility” means any of the Initial Term Loans, any Incremental Term Loan Facility, the Revolving Facility, any Extended Term Loan Facility, any Extended Revolving Facility or any New Revolving Facility, as applicable.
Cumulative Amount Reference Time” has the meaning specified in the definition of “Cumulative Equity Amount”.
Cumulative Consolidated Net Income” means, as at any date of determination, the cumulative amount of Consolidated Net Income for the period (taken as one accounting period) commencing on November 1, 2017 and ending on the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01(a) or (b).
Cumulative Equity Amount” means, at any time (the “Cumulative Amount Reference Time”), an amount equal to the sum of:
(a)    the amount of Net Cash Proceeds of any capital contributions or other Qualifying Equity Issuances received or made by the Borrower (or any direct or indirect parent thereof and contributed by such parent to the Borrower as cash equity) during the period from and including the Business Day immediately following the Closing Date through and including the Cumulative Amount Reference Time; minus
(b)    the aggregate amount of (i) any Investment made pursuant to Section 7.06(a)(xviii), (ii) any Restricted Payment made pursuant to Section 7.07(x) and (iii) any payments made pursuant to Section 7.08(b)(v), in each case, during the period from and including the Business Day immediately following the Closing Date through and including the Cumulative Amount Reference Time.
Debt Equivalents” of any Person means (i) any Equity Interest of such Person which by its terms (or by the terms of any security for which it is convertible or for which it is exchangeable or exercisable), or upon the happening of any event or otherwise (including an event which would constitute a Change of Control), (A) matures or is mandatorily redeemable or subject to any mandatory repurchase requirement, pursuant to a sinking fund or

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otherwise, (B) is convertible into or exchangeable for Indebtedness or Debt Equivalents or (C) is redeemable or subject to any repurchase requirement arising at the option of the holder thereof, in whole or in part, in each case on or prior to the date which is six months after the Latest Maturity Date and (ii) if such Person is a Subsidiary of the Borrower but not a Loan Party, any Preferred Stock of such Person.
Debt Issuance” means the issuance by any Group Company of any Indebtedness.
Debtor Relief Laws” means the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
Default” means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of applicable grace periods or both would, unless cured or waived, become an Event of Default.
Defaulting Lender” means any Revolving Lender whose acts or failure to act, whether directly or indirectly, cause it to meet any part of the definition of “Lender Default”.
Default Rate” means, for any day and with respect to any amount owing under any Loan Document, an interest rate equal to the applicable rate specified in Section 2.06(e).
Designated Non-Cash Consideration” mean the fair market value (as determined by the Board of Directors of the Borrower in good faith) of non-cash consideration received by the Borrower or its Restricted Subsidiaries in connection with an Asset Disposition pursuant to Section 7.05(xvii) that is designated as Designated Non-Cash Consideration pursuant to a certificate of an authorized officer of the Borrower delivered to the Administrative Agent, setting forth the basis of such valuation (which amount will be reduced by the fair market value (as determined by the Board of Directors of the Borrower in good faith) of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Asset Disposition).
Discount Range” has the meaning specified in Section 2.09(c)(ii).
Discounted Prepayment Option Notice” has the meaning specified in Section 2.09(c)(ii).
Discounted Voluntary Prepayment” has the meaning specified in Section 2.09(c)(i).
Discounted Voluntary Prepayment Notice” has the meaning specified in Section 2.09(c)(v).
Disqualified Lenders” means those Persons that were identified in writing by Parent Holdings to the Joint Lead Arrangers on or prior to January 12, 2018 (excluding any Person or Affiliate of such Person that is a bona fide non-distressed institutional lender that primarily invests in debt instruments with credit ratings equivalent to B from S&P and B2 from Moody’s (or better)).
Distressed Person” has the meaning specified in the definition of “Lender-Related Distress Event”.
Dollars” and the sign “$” means lawful money of the United States of America.
Dollar Equivalent” means, on any date of determination, (a) with respect to any amount in Dollars, such amount, (b) with respect to any amount in any Approved Foreign Currency, the equivalent in Dollars of such amount, determined by the Administrative Agent pursuant to Section 1.09 using the Exchange Rate with respect to such Approved Foreign Currency at the time in effect under the provisions of such Section and (c) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as reasonably determined by the Agent using any method of determination it deems appropriate in its sole discretion.

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Dollar Letter of Credit” means a letter of credit issued by an L/C Issuer on or after the Closing Date denominated in Dollars.
Dollar Revolving Loans” means the Loans made by the Revolving Lenders denominated in Dollars pursuant to Section 2.01(a)(i).
Domestic Subsidiary” means with respect to any Person each Subsidiary of such Person that is organized under the laws of the United States or any political subdivision or any territory thereof, and “Domestic Subsidiaries” means any two or more of them.
EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.
EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
Eligible Assignee” has the meaning specified in Section 10.07(g).
Employee Benefit Arrangements” means in any jurisdiction the material benefit schemes or arrangements in respect of any employees or past employees operated by any Group Company or in which any Group Company participates and which provide benefits on retirement, ill-health, injury, death or voluntary withdrawal from or termination of employment, including termination indemnity payments and life assurance and post-retirement medical benefits, other than Plans and Foreign Pension Plans.
EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.
Engagement Letter” means the letter dated January 4, 2018, addressed to the Borrower from the Administrative Agent and the Joint Lead Arrangers (and certain of their Affiliates) and accepted by the Borrower on the date thereof, with respect to, among other things, certain fees to be paid from time to time to the Administrative Agent and the other Joint Lead Arrangers.
Environmental Laws” means any and all Federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and wastewater discharges.
Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of remediation, fines, penalties or indemnities), of any Group Company directly or indirectly resulting from or based on (i) violation of any Environmental Law, (ii) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Material, (iii) exposure to any Hazardous Material, (iv) the release or threatened release of any Hazardous Material into the environment or (v) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
Equity Equivalents” means with respect to any Person any rights, warrants, options, convertible securities, exchangeable securities, indebtedness or other rights, in each case exercisable for or convertible or exchangeable into, directly or indirectly, Equity Interests of such Person or securities exercisable for or convertible or

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exchangeable into Equity Interests of such Person, whether at the time of issuance or upon the passage of time or the occurrence of some future event.
Equity Interests” means all shares of capital stock, partnership interests (whether general or limited), limited liability company membership interests, beneficial interests in a trust and any other interest or participation that confers on a Person the right to receive a share of profits or losses, or distributions of assets, of an issuing Person, but excluding any debt securities convertible into such Equity Interests.
Equity Issuance” means (i) any sale or issuance by any Group Company to any Person other than a Group Company of any Equity Interests or any Equity Equivalents (other than any such Equity Equivalents that constitute Indebtedness) and (ii) the receipt by any Group Company of any cash capital contributions, whether or not paid in connection with any issuance of Equity Interests of any Group Company, from any Person other than a Group Company.
ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.
ERISA Affiliate” means each business or entity which is under “common control” with a Group Company within the meaning of Section 4001(a)(14) of ERISA or, for purposes of subsection (viii) of the definition of “ERISA Event”, the definition of “Plan” and Section 6.08, each business or entity which is a member of a “controlled group of corporations,” under “common control” or an “affiliated service group” with a Group Company within the meaning of Section 414(b), (c) or (m) of the Code or required to be aggregated with a Group Company under Section 414(o) of the Code.
ERISA Event” means:
(i)    a reportable event as defined in Section 4043 of ERISA or the regulations issued under such Section with respect to a Plan, excluding, however, such events as to which the PBGC by regulation has waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event;
(ii)    the requirements of Section 4043(b) of ERISA apply with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of any Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following 30 days;
(iii)    the failure to meet the minimum funding standard of Section 412 of the Code with respect to any Plan (whether or not waived in accordance with Section 412(c) of the Code), the application for a minimum funding waiver under Section 302(c) of ERISA with respect to any Plan, a determination that any Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code), 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;
(iv)    (A) the incurrence of any material liability by a Group Company pursuant to Title I of ERISA or to the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in Section 3(3) of ERISA), or the occurrence or existence of any event, transaction or condition that could reasonably be expected to result in the incurrence of any such material liability by a Group Company pursuant to Title I of ERISA or to such penalty or excise tax provisions of the Code; or (B) the incurrence of any material liability by a Group Company or an ERISA Affiliate pursuant to Title IV of ERISA or the occurrence or existence of any event, transaction or condition that could reasonably be expected to result in the incurrence of any such material liability or imposition of any lien on any of the rights, properties or assets of a Group Company or any ERISA Affiliate pursuant to Title IV of ERISA or Section 436(f) or 430 of the Code;

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(v)    the provision by the administrator of any Plan of a notice pursuant to Section 4041(a)(2) of ERISA (or the reasonable expectation of such provision of notice) of intent to terminate such Plan in a distress termination described in Section 4041(c) of ERISA, the institution by the PBGC of proceedings to terminate any Plan or the occurrence of any event or condition which might constitute grounds under ERISA for the termination of a Plan by the PBGC, or the appointment of a trustee by the PBGC to administer any Plan;
(vi)    the withdrawal of a Group Company or ERISA Affiliate in a complete or partial withdrawal (within the meaning of Section 4203 or 4205 of ERISA) from any Multiemployer Plan if there is any potential material liability therefor, or the receipt by a Group Company or ERISA Affiliate of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA;
(vii)    the imposition of material liability (or the reasonable expectation thereof) on a Group Company or ERISA Affiliate pursuant to Section 4062, 4063, 4064 or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA;
(viii)    the assertion of a material claim (other than routine claims for benefits) against any Plan other than a Multiemployer Plan or the assets thereof, or against a Group Company or ERISA Affiliate in connection with any Plan;
(ix)    the receipt from the United States Internal Revenue Service of notice of the failure of any Plan (or any Employee Benefit Arrangement intended to be qualified under Section 401(a) of the Code) to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Plan (or any Employee Benefit Arrangement intended to be qualified under Section 401(a) of the Code) to qualify for exemption from taxation under Section 501(a) of the Code, and, with respect to Multiemployer Plans, notice thereof to any Group Company; or
(x)    the establishment or amendment by a Group Company of any Welfare Plan that provides post-employment welfare benefits in a manner that would reasonably be expected to result in a Material Adverse Effect.    
EU Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor Person) from time to time.
EURIBOR” means for any Interest Period of any Foreign Currency Loan or overdue amount with respect to any Foreign Currency Loan, (a) the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period; or (b) if such rate is not available at such time for any reason, then “EURIBOR” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate offered by JPMCB to leading banks in the European interbank market, in each case, as of 11:00 a.m. (Brussels time) two Business Days prior to the first day of such Interest Period for the offering of deposits in Euro for a period comparable to that Interest Period; provided that EURIBOR shall not be less than 0.00% per annum.
Euro” means the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.
Euro Letter of Credit” means any Letter of Credit issued by an L/C Issuer hereunder on or after the Closing Date denominated in Euro.
Eurodollar Borrowing” means a Borrowing comprised of Eurodollar Loans and identified as such in the Notice of Borrowing with respect thereto.

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Eurodollar Loan” means at any date (x) with respect to any Loan, other than a Foreign Currency Loan, a Loan which bears interest at a rate based on the Eurodollar Rate and (y) with respect to a Foreign Currency Loan, a Loan that bears interest at a rate based on EURIBOR.
Eurodollar Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the LIBO Screen Rate at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”) then the Eurodollar Rate shall be the Interpolated Rate.
Eurodollar Reserve Percentage” means for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any other entity succeeding to the functions currently performed thereby) for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Adjusted Eurodollar Rate for each outstanding Eurodollar Loan shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Percentage.
Event of Default” has the meaning specified in Section 8.01.
Excess Cash Flow” means for any period an amount equal to:
(i)    Consolidated EBITDA for such period; plus
(ii)    all cash extraordinary, unusual or non-recurring gains and cash gains from discontinued operations, if any, during such period (whether or not accrued in such period) of the Borrower and its Restricted Subsidiaries during such period, in each case to the extent not otherwise included in Consolidated EBITDA for such period and not required to be utilized in connection with a repayment or prepayment of the Loans made or to be made pursuant to Section 2.09(b)(iii); minus
(iii)    all cash extraordinary, unusual or non-recurring losses and cash losses from discontinued operations, if any, during such period (whether or not accrued in such period); plus
(iv)    (x) the decrease, if any, in Consolidated Adjusted Working Capital less (y) the decrease, if any, in the principal amount of Revolving Loans and Swing Line Loans, in each case from the first day to the last day of such period; minus
(v)    the amount, if any, in which the determination of Consolidated EBITDA for such period has been increased for income or cash gains from Casualty Proceeds or Condemnation Awards to any Group Company provided that the Group Companies are in compliance with Section 2.09(b)(iii), minus
(vi)    the amount, if any, which, in the determination of Consolidated EBITDA for such period, has been included in respect of income or cash gains from Asset Dispositions of the Borrower and its Restricted Subsidiaries to the extent utilized to repay or prepay Loans pursuant to Section 2.09(b)(iii); minus
(vii)    the aggregate amount (without duplication and in each case except to the extent financed with the proceeds of Excluded Sources by any Group Company) of (A) the sum of (x) cash payments during such period in respect of Consolidated Capital Expenditures plus (y) the aggregate amounts of all cash payments in respect of such Consolidated Capital Expenditures made during such next succeeding periods as planned and pursuant to commitments entered into during such period or prior to the date the Excess Cash Flow certificate is required to be delivered for such period pursuant to Section 6.02(d) (it being understood and agreed that any cash payments in respect of Consolidated Capital Expenditures deducted from Excess Cash Flow pursuant to this clause (vii)(A)(y) shall not thereafter be deducted

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pursuant to clause (vii)(A)(x) above in the determination of Excess Cash Flow for the period during which such payments were actually paid), (B) Investments during such period allowed under Section 7.06 (other than Investments pursuant to Section 7.06(a)(ii), (iii) and (ix)), (C) at the option of the Borrower, optional prepayments of Indebtedness (other than Subordinated Indebtedness); provided that (x) such prepayments are otherwise permitted hereunder, (y) if such Indebtedness consists of a revolving line of credit, the commitments under such line of credit are permanently reduced by the amount of such prepayment during such period and (z) with respect to any prepayment of Term Loans pursuant to Section 2.09(c), in an amount equal to the aggregate prepayment made by the Borrower (as opposed to the aggregate principal amount of Term Loans prepaid), (D) to the extent not included in clause (iv) above, repayments or prepayments of the Revolving Loans and Swing Line Loans to the extent the Revolving Commitments and the Swing Line Commitment are permanently reduced at the time of such payment, (E) Consolidated Scheduled Debt Payments actually paid by Holdings and its Restricted Subsidiaries during such period, (F) Consolidated Cash Interest Expense actually paid by Holdings and its Restricted Subsidiaries during such period, (G) Consolidated Cash Taxes for such period (exclusive of any taxes referred to in clauses (ix) below and deducted in respect of the determination of Excess Cash Flow for a prior period), (H) the aggregate amount of all Restricted Payments allowed under Section 7.07 (other than Restricted Payments made under Section 7.07(i) and (ii)) actually paid in cash during such period or committed on or prior to the date the Compliance Certificate for such period is delivered pursuant to Section 6.02(a) to be paid in cash with respect to such period, (I) the aggregate amount of all financial advisory fees, accounting fees, legal fees and other similar advisory and consulting fees and related out-of-pocket expenses incurred as a result of the Transaction, any Permitted Business Acquisition or Permitted Joint Venture, any equity offering or incurrence of Indebtedness and actually paid in cash by the Borrower and its Restricted Subsidiaries during such period, in each case to the extent reflected in Consolidated Net Income and in the determination of Consolidated EBITDA for such period, (J) without duplication, Transaction related expenditures (including cash charges in respect of strategic market reviews, management bonuses, early retirement of Indebtedness, restructuring, consolidation, severance of discontinuance of any portion of operations, employees and/or management) which are actually paid in cash by the Borrower and its Restricted Subsidiaries during such period, in each case to the extent reflected in Consolidated Net Income and in the determination of Consolidated EBITDA for such period, and (K) to the extent reflected in Consolidated Net Income and in the determination of Consolidated EBITDA for such period, earn-out obligations incurred in connection with Permitted Business Acquisitions; minus
(viii)    all cash extraordinary or non-recurring losses and losses from discontinued operations, if any, during such period (whether or not accrued in such period); minus
(ix)    (x) the increase, if any, in Consolidated Adjusted Working Capital less (y) the increase, if any, in the principal amount of Revolving Loans and Swing Line Loans, in each case from the first day to the last day of such period; minus
(x)    an amount equal to the income and withholding taxes (as estimated in good faith by a senior financial or senior accounting officer of the Borrower giving effect to the overall tax position of Parent Holdings and its Subsidiaries) payable in the period following the period for which Excess Cash Flow is determined in respect of that amount of Excess Cash Flow as is attributable to the actual repatriation to the Borrower of undistributed earnings of those Subsidiaries of the Borrower that are “controlled foreign corporations” under Section 957 of the Code to enable it to prepay the Term B Loans as required under Section 2.09(b)(ii) in respect of Excess Cash Flow for such period.
Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Exchange Rate” means, on any day, for purposes of determining the Dollar Equivalent of any Approved Foreign Currency, the rate of exchange for the purchase of the Dollars with the Approved Foreign Currency in the London foreign exchange market at or about 11:00 a.m. London time (or New York time, as applicable) on a particular day as displayed by ICE Data Services as the “ask price”, or as displayed on such other information

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service which publishes that rate of exchange from time to time in place of ICE Data Services (or if such service ceases to be available, the equivalent of such amount in Dollars as reasonably determined by the Agent using any method of determination it deems appropriate in its sole discretion).
Excluded Asset Disposition” means an Asset Disposition permitted pursuant to any one or more of clauses (i) through (xv) of Section 7.05.
Excluded Sources” means the (a) proceeds of any incurrence or issuance of Long-Term Indebtedness, (b) proceeds of any issuance or sale of Equity Interests in, or a contribution to the equity capital of, the Borrower and (c) proceeds of any Asset Disposition.
Excluded Subsidiary” means:
(i)    any Subsidiary that is not a Wholly-Owned Subsidiary on any date such Subsidiary would otherwise be required to become a Subsidiary Guarantor pursuant to the requirements of Section 6.12 (for so long as such Subsidiary remains a non-Wholly-Owned Subsidiary),
(ii)    any Subsidiary that is prohibited by applicable Law or Contractual Obligation existing on the Closing Date or, with respect to any Subsidiary acquired by the Borrower or a Restricted Subsidiary after the Closing Date (so long as such prohibition is not incurred in contemplation of such prohibition), on the date such Subsidiary is so acquired, in each case from guaranteeing the Finance Obligations at the time such Subsidiary becomes a Restricted Subsidiary (and for so long as such restrictions or any replacement or renewal thereof is in effect),
(iii)    any Subsidiary which would require governmental (including regulatory) consent, approval, license or authorization to incur a Guaranty Obligation unless such consent, approval, license or authorization has been received, or is received after commercially reasonable efforts by such Subsidiary to obtain the same, which efforts may be requested by the Administrative Agent,
(iv)    any Domestic Subsidiary that is (i) a FSHCO or (ii) a direct or indirect Subsidiary of a Foreign Subsidiary that is a controlled foreign corporation within the meaning of Section 957 of the Code,
(v)    any Immaterial Subsidiary (provided that the Borrower shall not be permitted to exclude Immaterial Subsidiaries from incurring a Guaranty Obligation to the extent that (i) the aggregate amount of consolidated gross revenue for all Immaterial Subsidiaries excluded by this clause (e) exceeds 10% of the consolidated gross revenues of the Borrower and its Restricted Subsidiaries for the most recently ended four full fiscal quarters ended on or prior to the date of determination for which financial statements have been delivered pursuant to Section 6.01(a) or (b) or (ii) the aggregate amount of total assets for all Immaterial Subsidiaries excluded by this clause (e) exceeds 10% of the Consolidated Total Assets of the Borrower and its Restricted Subsidiaries as at the end of the most recent four fiscal quarter period ended on or prior to the date of determination for which financial statements have been delivered pursuant to Section 6.01(a) or (b)),
(vi)    any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent in consultation with the Borrower (confirmed in writing by notice to the Borrower and the Collateral Agent), the cost or other consequences (including any material adverse tax consequence) of providing a guarantee shall be excessive in view of the benefits to be obtained by the Finance Parties therefrom,
(vii)    any Foreign Subsidiary,
(viii)    any other Domestic Subsidiary acquired pursuant to a Permitted Business Acquisition financed with secured Indebtedness incurred pursuant to Section 7.01(v) and each Restricted Subsidiary acquired in such Permitted Business Acquisition that guarantees such Indebtedness to the extent that, and

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for so long as, the documentation relating to such Indebtedness to which such Restricted Subsidiary is a party prohibits such Restricted Subsidiary from guaranteeing the Finance Obligations (so long as such prohibition is not incurred in contemplation of such acquisition),
(ix)    any Subsidiary to the extent that Guaranty Obligations would result in a material adverse tax consequence to Holdings, the Borrower or any Subsidiary as reasonably determined by the Borrower in consultation with the Administrative Agent and notified in writing to the Collateral Agent, and
(x)    any Securitization Subsidiary.
Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Contract if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Contract (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 5.14 of the Guaranty and any other “keepwell, support or other agreement” for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Contract by other Loan Parties) at the time the Guaranty of such Guarantor, or a grant by such Guarantor of a security interest, becomes effective with respect to such Swap Contract. If a Swap Contract arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Contract that is attributable to swaps for which such Guaranty or security interest is or becomes excluded in accordance with the first sentence of this definition.
Existing Indebtedness” has the meaning specified in Section 7.01(i).
Extended L/C Sublimit” means an amount equal to $50,000,000. The Extended L/C Sublimit is a part of, and not in addition to, the Revolving Committed Amount.
Extended Repayment Date” has the meaning specified in Section 2.08(d).
Extended Revolving Commitment” has the meaning specified in Section 2.16(a).
Extended Revolving Facility” means each Class of Extended Revolving Commitments established pursuant to Section 2.16(a).
Extended Term Loan Facility” means each tranche of Extended Term Loans made pursuant to Section 2.16.
Extended Term Loan Repayment Amount” has the meaning specified in Section 2.08(d).
Extended Term Loans” has the meaning provided in Section 2.16(a).
Extension” has the meaning specified in Section 2.16(a).
Extension Offer” has the meaning specified in Section 2.16(a).
FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (including any amended or successor version thereof that is substantively comparable and not materially more onerous to comply with), and any regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b) of the Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

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Federal Funds Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depository institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate; provided that if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
Finance Document” means (i) each Loan Document, (ii) each Swap Agreement between one or more Loan Parties and a Swap Creditor evidencing Swap Obligations permitted hereunder and (iii) each Cash Management Agreement, and “Finance Documents” means all of them, collectively.
Finance Obligations” means, at any date, (i) all Senior Credit Obligations, (ii) all Swap Obligations of the Borrower and its Restricted Subsidiaries permitted hereunder owed or owing to any Swap Creditor and (iii) all Cash Management Obligations; provided that the “Finance Obligations” shall exclude any Excluded Swap Obligations.
Finance Party” means each Senior Credit Party, each Swap Creditor and each Cash Management Bank and their respective successors and assigns, and “Finance Parties” means any two or more of them, collectively.
First Priority Liens” means, valid and perfected first priority security interests in favor of the Collateral Agent for the benefit of the Finance Parties and securing the Finance Obligations.
First Refused Proceeds” has the meaning specified in Section 2.09(b)(x).
Final Refused Proceeds” has the meaning specified in Section 2.09(b)(x)(A).
Flood Insurance Laws” means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto and (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto.
Foreign Cash Equivalents” means:
(i)    securities issued or fully guaranteed by the United Kingdom or any instrumentality thereof (as long as that the full faith and credit of the United Kingdom is pledged in support of those securities);
(ii)    (A) certificates of deposit, eurodollar time deposits, overnight bank deposits and bankers’ acceptances of any foreign bank, or its branches or agencies (fully protected against currency fluctuations) that, at the time of acquisition, are rated at least “A-I” by S&P or “P-I” by Moody’s, and (B) certificates of deposit, eurodollar time deposits, banker’s acceptances and overnight bank deposits, in each case of any non-U.S. commercial bank having capital and surplus in excess of $500,000,000 and a Thomson BankWatch Rating of at least “B”;
(iii)    repurchase obligations with a term of not more than seven days with respect to securities or other instruments of the types described in clause (i) or (ii) with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 in which the Borrower or one or more of its Subsidiaries shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations; and
(iv)    investments, classified in accordance with GAAP as current assets, in shares of any money market fund that has at least 95% of its assets invested continuously in the types of investments referred to in clauses (i) through (iii) above which are administered by reputable financial institutions

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having capital of at least $500,000,000; provided, however, that the maturities of all obligations of the type specified in clauses (i) through (iii) above shall not exceed the lesser of the time specified in such clauses.
Foreign Currency Borrowing” means Foreign Currency Revolving Loans made on the same day by the Revolving Lenders ratably according to their respective Foreign Currency Sublimits then in effect or Foreign Currency Swing Line Loans made on the same day by the Swing Line Lender.
Foreign Currency Loans” means the Foreign Currency Revolving Loan and the Foreign Currency Swing Line Loans.
Foreign Currency Market Disruption Lenders” has the meaning specified in Section 3.03(b)(ii).
Foreign Currency Market Disruption Event” has the meaning specified in Section 3.03(b)(ii).
Foreign Currency Market Disruption Notice” has the meaning specified in Section 3.03(b).
Foreign Currency Revolving Loans” means the Loans made by the Revolving Lenders denominated in Euro pursuant to Section 2.01(a)(ii).
Foreign Currency Revolving Outstandings” means, as of any Calculation Date, the aggregate outstanding Dollar Equivalent principal amount of all Foreign Currency Revolving Loans and Foreign Currency Swing Line Loans plus the outstanding amount of L/C Obligations in respect of Approved Foreign Currency Letters of Credit.
Foreign Currency Sublimit” means, with respect to each Revolving Lender, the Dollar amount set forth opposite such Revolving Lender’s name on Schedule 2.01 under the caption “Foreign Currency Sublimit,” as such amount may be adjusted or modified in connection with any assignment made in accordance with the provisions of Section 10.07(b) and as such amount may be reduced pursuant to this Agreement; provided, however, that no Revolving Lender or Eligible Assignee thereof shall acquire a Foreign Currency Sublimit to the extent, after giving effect to such Revolving Lender acquiring a proposed Foreign Currency Sublimit, the aggregate Foreign Currency Sublimit of all Revolving Lenders would exceed the Maximum Foreign Currency Sublimit. The aggregate Foreign Currency Sublimits on the Closing Date shall be the Maximum Foreign Currency Sublimit.
Foreign Currency Swing Line Loans” means Swing Line Loans denominated in Euro.
Foreign Lender” means any Lender that is not a U.S. Person.
Foreign Pension Plan” means any material plan, fund (including, without limitation, any superannuation fund) or other similar program established, maintained or contributed to outside the United States (other than any plans, funds or other similar programs that are maintained exclusively by a Governmental Authority) by any Group Company primarily for the benefit of employees of any Group Company residing outside the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA.
Foreign Subsidiary” means with respect to any Person any Subsidiary of such Person that is not a Domestic Subsidiary of such Person.
Foreign Subsidiary Total Assets” means, as of any date of determination, the total amount of all assets of all Foreign Subsidiaries of the Borrower, determined on a consolidated basis in accordance with GAAP as of such date.
FSHCO” means any Domestic Subsidiary that has no material assets other than Equity Interests of Foreign Subsidiaries that are “controlled foreign corporations” within the meaning of Section 957 of the Code.
Fund” has the meaning specified in Section 10.07(g).

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Funded Indebtedness” means, with respect to any Person and without duplication, (i) all Indebtedness of such Person of the types referred to in clauses (i), (ii), (iii), (iv), (v), (vi) and (vii) of the definition of “Indebtedness” in this Section 1.01, (ii) all Indebtedness of others of the type referred to in clause (i) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien on, or payable out of the proceeds of production from, any property or asset of such Person, whether or not the obligations secured thereby have been assumed by such Person, (iii) all Guaranty Obligations of such Person with respect to Indebtedness of others of the type referred to in clause (i) above and (iv) all Indebtedness of the type referred to in clause (i) above of any other Person (including any partnership in which such Person is a general partner and any unincorporated joint venture in which such Person is a joint venturer) to the extent such Person would be liable therefor under any applicable law or any agreement or instrument by virtue of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person shall not be liable therefor.
GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. If the Borrower notifies the Administrative Agent that Parent Holdings is required by applicable Law, including by SEC rule or regulation, to report under IFRS, “GAAP” shall mean international financial reporting standards pursuant to IFRS.
Government Acts” has the meaning specified in Section 2.05(m)(i).
Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
Granting Lender” has the meaning specified in Section 10.07(h).
Group Company” means any of the Borrower or its Restricted Subsidiaries and “Group Companies” means all of them collectively.
Group Company Materials” has the meaning specified in Section 6.02(j)(i).
Guarantor” means each of Holdings and the Subsidiary Guarantors.
Guaranty” means the Guaranty, dated as of December 28, 2011, by Holdings and the Subsidiary Guarantors in favor of the Administrative Agent, as amended, modified or supplemented as of the date hereof, and as the same may be further amended, modified or supplemented from time to time.
Guaranty Obligation” means, with respect to any Person, without duplication, any obligation (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guarantying, intended to guaranty, or having the economic effect of guarantying, any Indebtedness of any other Person in any manner, whether direct or indirect, and including, without limitation, any obligation, whether or not contingent, (i) to purchase any such Indebtedness or any property constituting security therefor, (ii) to advance or provide funds or other support for the payment or purchase of such Indebtedness or obligation or to maintain working capital, solvency or other balance sheet condition of such other Person (including, without limitation, maintenance agreements, support agreements, comfort letters, take or pay arrangements, put agreements or similar agreements or arrangements) for the benefit of the holder of Indebtedness of such other Person, (iii) to lease or purchase property, securities or services primarily for the purpose of assuring the owner of such Indebtedness or (iv) to otherwise assure or hold harmless the owner of such Indebtedness against loss in respect thereof. The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the

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outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made.
Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants or environmental contaminants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas and all other substances or wastes regulated pursuant to any Environmental Law because of their hazardous or deleterious properties.
Holdings” means VeriFone Intermediate Holdings, Inc., a Delaware corporation, and its successors.
Honor Date” has the meaning specified in Section 2.05(e)(i).
IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.
Immaterial Subsidiary” means, at any date of determination, any Restricted Subsidiary of the Borrower (a) whose total assets (when combined with the assets of such Restricted Subsidiary’s Subsidiaries, after eliminating intercompany obligations) at the last day of the most recently ended four full fiscal quarters on or prior to such determination date for which financial statements have been delivered pursuant to Section 6.01(a) or (b) were less than 5% of the Consolidated Total Assets of the Borrower and its Restricted Subsidiaries at such date and (b) whose gross revenues (when combined with the revenues of such Restricted Subsidiary’s Subsidiaries, after eliminating intercompany obligations) for such four full fiscal quarters were less than 5% of the consolidated gross revenues of the Borrower and its Restricted Subsidiaries for such period, in each case determined in accordance with GAAP.
Incremental Facilities” has the meaning provided in Section 2.15(a).
Incremental Revolving Commitment Increase” has the meaning provided in Section 2.15(a).
Incremental Revolving Commitment Increase Lender” has the meaning provided in Section 2.15(i).
Incremental Term Loan Commitment” means the Commitment of any Lender to make Incremental Term Loans of a particular tranche pursuant to Section 2.15(a).
Incremental Term Loan Facility” means each tranche of Incremental Term Loans made pursuant to Section 2.15.
Incremental Term Loans” has the meaning provided in Section 2.15(a).
Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (iv) all obligations, other than intercompany items, of such Person to pay the deferred purchase price of property or services (other than trade accounts payable and accrued expenses arising in the ordinary course of business and due within six months of the incurrence thereof), (v) the Attributable Indebtedness of such Person in respect of Capital Lease Obligations and Synthetic Lease Obligations (regardless of whether accounted for as indebtedness under GAAP), (vi) all obligations of such Person to purchase securities or other property which arise out of or in connection with the sale of the same or substantially similar securities or property, (vii) all obligations, contingent or otherwise, of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit, bankers’ acceptance or similar instrument, (viii) all Indebtedness of others secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) a Lien on, or payable out of the proceeds of production from, any property or asset of such Person, whether or not such obligation is assumed by such Person;

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provided that the amount of any Indebtedness of others that constitutes Indebtedness of such Person solely by reason of this clause (viii) shall not for purposes of this Agreement exceed the greater of the book value or the fair market value of the properties or assets subject to such Lien, (ix) all Guaranty Obligations of such Person, (x) all Debt Equivalents of such Person and (xi) the Indebtedness of any other Person (including any partnership in which such Person is a general partner and any unincorporated joint venture in which such Person is a joint venturer) to the extent such Person would be liable therefor under applicable Law or any agreement or instrument by virtue of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such person shall not be liable therefor; provided that (i) Indebtedness shall not include (A) deferred compensation arrangements, (B) earn-out obligations until matured or earned (whether or not represented by a note or other instrument), (C) non-compete or consulting obligations incurred in connection with Permitted Business Acquisitions, (D) Merchant Funds and (E) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy warranties or other unperformed obligations of the seller of such asset and (ii) the amount of any Limited Recourse Indebtedness of any Person shall be equal to the lesser of (A) the aggregate principal amount of such Limited Recourse Indebtedness for which such Person provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), is directly or indirectly liable as a guarantor or otherwise or is the lender and (B) the fair market value of any assets securing such Indebtedness or to which such Indebtedness is otherwise recourse.
Indemnified Liabilities” has the meaning specified in Section 10.05.
Indemnitees” has the meaning specified in Section 10.05.
Information” has the meaning specified in Section 10.08.
Initial Term Loans” has the meaning specified in Section 2.15(c).
Intellectual Property” has the meaning set forth in the Security Agreement.
Intercompany Note” means a promissory note contemplated by Section 7.06(a)(ix) or (x), substantially in the form of Exhibit M hereto, and “Intercompany Notes” means any two or more of them.
Interest Coverage Ratio” means, for any period, the ratio of (i) Consolidated EBITDA to (ii) Consolidated Cash Interest Expense for such period.
Interest Payment Date” means (i) as to Base Rate Loans, the last Business Day of each fiscal quarter of the Borrower and the Maturity Date for Loans of the applicable Class and (ii) as to Eurodollar Loans, the last day of each applicable Interest Period and the Maturity Date for Loans of the applicable Class, and in addition where the applicable Interest Period for a Eurodollar Loan is greater than three months, then also the respective dates that fall every three months after the beginning of such Interest Period.
Interest Period” means with respect to each Eurodollar Loan, a period commencing on the date of borrowing specified in the applicable Notice of Borrowing or on the date specified in the applicable Notice of Extension/Conversion and ending one, two, three, six (or if deposits of such duration are available to all of the Lenders having Commitments or Loans of the applicable Class, 12 or a period shorter than one month) month(s) thereafter; provided that:
(i)    any Interest Period which would otherwise end on a day which is not a Business Day shall, subject to clause (5) below, be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(ii)    any Interest Period having a duration of one or more months which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month;

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(iii)    no Interest Period in respect of Term Loans may be selected which extends beyond a Principal Amortization Payment Date for Loans of the applicable Class unless, after giving effect to the selection of such Interest Period, the aggregate principal amount of Term Loans of the applicable Class which are comprised of Base Rate Loans together with such Term Loans comprised of Eurodollar Loans with Interest Periods expiring on or prior to such Principal Amortization Payment Date are at least equal to the aggregate principal amount of Term Loans of the applicable Class due on such date;
(iv)    if so provided in written notice to the Borrower by the Administrative Agent at the direction of the Required Lenders, no Interest Period may be selected at any time when a Default or an Event of Default is then in existence; and
(v)    no Interest Period may be selected which would end after the Maturity Date for Loans of the applicable Class.
Interpolated Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between (a) the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period and (b) the LIBO Screen Rate for the shortest period (for which the LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each case, at such time. When determining the rate for a period which is less than the shortest period for which the LIBO Screen Rate is available, the LIBO Screen Rate for purposes of clause (a) above shall be deemed to be the overnight screen rate where “overnight screen rate” means the overnight rate determined by the Administrative Agent from such service as the Administrative Agent may reasonably select.
Investment” in any Person means (i) the acquisition (whether for cash, property, services, assumption of Indebtedness, securities or otherwise) of assets (other than inventory, machinery, equipment and other assets in the ordinary course of business), Equity Interests, Equity Equivalents, Debt Equivalents, Indebtedness or other securities of such Person, (ii) any deposit with, or advance, loan or other extension of credit to or for the benefit of such Person (other than deposits made in connection with the purchase of equipment, inventory or services in the ordinary course of business) or (iii) any other capital contribution to or investment in such Person, including by way of Guaranty Obligations of any obligation of such Person, any support for a letter of credit issued on behalf of such Person incurred for the benefit of such Person or in the case of any Subsidiary of the Borrower, any release, cancellation, compromise or forgiveness in whole or in part of any Indebtedness owing by such Person. The amount of any Investment at any time shall be deemed to equal the difference of (i) the aggregate initial amount of such Investment less (ii) all returns of principal thereof or capital with respect thereto prior to such time and all liabilities expressly assumed by another Person (and with respect to which the Borrower and its Restricted Subsidiaries, as applicable, shall have received a novation) in connection with the sale of such Investment.
ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).
Joint Lead Arrangers” means JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement), RBC Capital Markets, Wells Fargo Securities, LLC and BNP Paribas Securities Corp.
Judgment Currency” has the meaning specified in Section 10.22(a).
Judgment Currency Conversion Date” has the meaning specified in Section 10.22(a).

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Latest Maturity Date” means, with respect to any Indebtedness, the latest maturity date applicable to any Credit Facility that is outstanding hereunder on the date such Indebtedness is incurred.
Law” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directives, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of Law.
L/C Borrowing” means a Revolving Borrowing made pursuant to Section 2.05(e)(iv) and (v) to refinance Unreimbursed Amounts in respect of drawn Letters of Credit.
L/C Cash Collateral Account” has the meaning specified in the Security Agreement.
L/C Commitment” means the commitment of one or more L/C Issuers to issue Letters of Credit in an aggregate face amount at any one time outstanding (together with the amounts of any unreimbursed drawings thereon) of up to the L/C Sublimit.
L/C Credit Extension” means the issuance, renewal, extension or increase of a Letter of Credit.
L/C Disbursement” means a payment or disbursement made by an L/C Issuer pursuant to a Letter of Credit.
L/C Documents” means, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any other documents delivered in connection therewith, any application therefor and any agreements, instruments, Guaranties or other documents (whether general in application to Letters of Credit generally or applicable only to such Letter of Credit) governing or providing for (i) the rights and obligations of the parties concerned or at risk or (ii) any collateral security for such obligations.
L/C Fee” has the meaning specified in the definition of “Applicable Margin”.
L/C Issuer” means (i) JPMCB in its capacity as issuer of Letters of Credit under Section 2.05(a), and its permitted successor or successors in such capacity and (ii) any other Lender, with the consent of such Lender, which the Borrower shall have designated as an “L/C Issuer” by notice to the Administrative Agent.
L/C Issuer Fees” has the meaning specified in Section 2.11(b)(iv).
L/C Obligations” means at any time, the sum of (i) the maximum amount which is, or at any time thereafter may become, available to be drawn under Letters of Credit then outstanding, assuming compliance with all requirements for drawings referred to in such Letters of Credit plus (ii) the aggregate amount of all L/C Disbursements not yet reimbursed by the Borrower as provided in Section 2.05(e)(ii), (iii), (iv) or (v) to the applicable L/C Issuers in respect of drawings under Letters of Credit, including any portion of any such obligation to which a Lender has become subrogated pursuant to Section 2.05(e)(vi). For all purposes of this Agreement and all other Loan Documents, 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. The foregoing shall be calculated on a Dollar Equivalent basis with respect to any Approved Foreign Currency Letter of Credit.
L/C Sublimit” means an amount equal to $5,000,000. The L/C Sublimit is a part of, and not in addition to, the Revolving Committed Amount.
Lender” means (i) each bank or other lending institution identified on Schedule 2.01 as having a Revolving Commitment or a Swing Line Commitment, each bank or other lending institution having a Term A Commitment or a Term B Commitment and each Eligible Assignee which acquires a Revolving Loan or a Term

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Loan pursuant to Section 10.07(b) and their respective successors and (ii) each Person that becomes a party hereto as a “Lender” pursuant to the terms of Section 2.15, in each case other than a Person who ceases to be a “Lender.”
Lender Default means (i) the refusal (in writing) or failure of any Revolving Lender to make available its portion of any incurrence of Revolving Loans or participations in any L/C Disbursement or Swing Line Loan, which refusal or failure is not cured within two Business Days after the date of such refusal or failure; (ii) the failure of any Revolving Lender to pay over to the Administrative Agent, any L/C Issuer or any other Revolving Lender any other amount required to be paid by such Revolving Lender pursuant to the terms of this Agreement or any other Loan Document within two Business Days of the date when due; (iii) a Revolving Lender has notified the Borrower or the Administrative Agent that it does not intend or expect to comply with any of its funding obligations or has made a public statement to that effect with respect to its funding obligations under the Revolving Facility; (iv) the failure by a Lender to confirm in a manner reasonably satisfactory to the Administrative Agent that it will comply with its obligations under the Revolving Facility; (v) a Distressed Person has admitted in writing that it is unable to pay its debts as they become due or such Distressed Person becomes subject to a Lender-Related Distress Event or (vi) a Lender, or a direct or indirect parent company of such Lender, has become the subject of a Bail-In Action.
Lender Participation Notice” has the meaning specified in Section 2.09(c)(iii).
Lender-Related Distress Event” means, with respect to any Revolving Lender, that such Revolving Lender or any person that directly or indirectly controls such Revolving Lender (each, a “Distressed Person”), as the case may be, is or becomes subject to a voluntary or involuntary bankruptcy or insolvency case or proceeding with respect to such Distressed Person under any Debtor Relief Laws, or a custodian, conservator, receiver or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or such Distressed Person or any person that directly or indirectly controls such Distressed Person is subject to a forced liquidation, or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt; provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of (i) the ownership or acquisition of any equity interests in any Revolving Lender or any person that directly or indirectly controls such Revolving Lender by a Governmental Authority or an instrumentality thereof or (ii) an undisclosed administration pursuant to the laws of the Netherlands.
Letter of Credit” means any Dollar Letter of Credit, Approved Foreign Currency Letter of Credit or both, as the context requires.
Letter of Credit Expiration Date” means the earlier of (i) the day that is 12 months after the date of issuance of the relevant Letter of Credit and (ii) the day that is five Business Days prior to the Revolving Termination Date then in effect.
Letter of Credit Exposure” shall mean, subject to Section 2.17, with respect to any Lender, at any time, the sum of (a) the amount of any Unpaid Drawings in respect of which such Lender has made (or is required to have made) Revolving Loans pursuant to Section 2.05 at such time and (b) such Lender’s Revolving Commitment Percentage of the L/C Obligations at such time (excluding the portion thereof consisting of Unpaid Drawings in respect of which the Lenders have made (or are required to have made) Revolving Loans pursuant to Section 2.05).
Letter of Credit Request” has the meaning specified in Section 2.05(c)(i).
LIBO Screen Rate” means, for any day and time, with respect to any Eurodollar Borrowing for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate for Dollars) for a period equal in length to such Interest Period as displayed on such day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion), provided that if the LIBO Screen Rate shall be less than zero, such rate shall be deemed to zero for the purposes of this Agreement.

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Lien” means, with respect to any asset, any mortgage, pledge, hypothecation, assignment, deposit arrangement, lien (statutory or other) or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable Laws of any jurisdiction). Solely for the avoidance of doubt, the filing of a Uniform Commercial Code financing statement that is a protective lease filing in respect of an Operating Lease that does not constitute a security interest in the leased property or otherwise give rise to a Lien does not constitute a Lien solely on account of being filed in a public office.
Limited Recourse Indebtedness” means, with respect to any Person, Indebtedness to the extent: (i) such Person (A) provides no credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (B) is not directly or indirectly liable as a guarantor or otherwise or (C) does not constitute the lender; and (ii) no default with respect thereto would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Loans or the Notes) of such Person to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.
Loan” means a Dollar Revolving Loan, a Foreign Currency Revolving Loan, a Foreign Currency Swing Line Loan, a New Revolving Loan, a Term Loan or a Swing Line Loan (or swing line loan pursuant to a New Revolving Facility) (or a portion of any Dollar Revolving Loans, Foreign Currency Revolving Loans, Foreign Currency Swing Line Loans, New Revolving Loans, Term Loans or Swing Line Loans (or swing line loans pursuant to a New Revolving Facility)), individually or collectively as appropriate; provided that, if any such loan or loans (or portions thereof) are combined or subdivided pursuant to a Notice of Extension/Conversion, the term “Loan” shall refer to the combined principal amount resulting from such combination or to each of the separate principal amounts resulting from such subdivision, as the case may be.
Loan Documents” means, collectively, this Agreement, the Amendment Agreement, the Notes, the Guaranty, the Engagement Letter, the Collateral Documents, the Perfection Certificate, the Intercompany Notes, each Accession Agreement and each L/C Document, in each case as the same may be amended, modified or supplemented from time to time, and all other related agreements, certificates and documents executed by a Loan Party and delivered to any Senior Credit Party in connection with or pursuant to any of the foregoing.
Loan Party” means each of Holdings, the Borrower and each Subsidiary Guarantor, and “Loan Parties” means any combination of the foregoing.
Long-Term Indebtedness” of any Person means any Indebtedness that, in accordance with GAAP, is classified (or, when incurred, was classified) as a long-term liability on the balance sheet of such Person.
Maintenance Leverage Ratio” means on any day the ratio of (i) Consolidated Secured Funded Indebtedness as of the last day of the fiscal quarter of the Borrower ending on, or most recently preceding, such date, less Cash on Hand, to (ii) Consolidated EBITDA for the four consecutive fiscal quarters of the Borrower ended on, or most recently preceding, such day.
margin stock” means “margin stock” as such term is defined in Regulation U.
Market Disruption Event” has the meaning specified in Section 3.03(a)(ii).
Market Disruption Lenders” has the meaning specified in Section 3.03(a)(ii).
Market Disruption Notice” has the meaning specified in Section 3.03(a).
Material Adverse Effect” means (i) any material adverse effect upon the business, assets, liabilities (actual or contingent), operations, properties or condition (financial or otherwise) of Holdings and its Subsidiaries taken as a whole, (ii) a material impairment of the ability of any Loan Party to perform any of its obligations under any Loan Document to which it is a party, which materially impairs the ability of the Loan Parties to perform their obligations

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under the Loan Documents, taken as a whole, (iii) a material impairment of the rights and remedies of the Lenders under any Loan Document, which materially impairs the rights or benefits of the Lenders under the Loan Documents, taken as a whole.
Material Acquisition” means any acquisition of property or assets or series of related acquisitions of property or assets that (a) constitutes (i) assets comprising all or substantially all or any significant portion of a business or operating unit of a business, or (ii) all or substantially all of the capital stock or other equity interests of a Person, (b) the aggregate non-equity consideration for which equals or exceeds $50,000,000 and (c) is designated in writing as a “Material Acquisition” by the Borrower to the Administrative Agent.
Material Acquisition Adjustment” means, with respect to any Material Acquisition, the number that is equal to (i) the aggregate non-equity consideration for such Material Acquisition divided (ii) by $200,000,000; provided that the Material Acquisition Adjustment may not exceed 0.50.
Material Subsidiary” means (i) each Domestic Subsidiary (a) the Consolidated Total Assets of which (excluding assets of, and investments in, Foreign Subsidiaries) equal 5% or more of the Consolidated Total Assets of the Borrower (excluding assets of, and investments in, Foreign Subsidiaries) or (b) the consolidated revenues of which (excluding consolidated revenues attributable to Foreign Subsidiaries) account for 5% or more of the consolidated revenues of the Borrower (excluding consolidated revenues attributable to Foreign Subsidiaries), (ii) any Foreign Subsidiary (a) the Consolidated Total Assets of which equal 5% or more of the Consolidated Total Assets of the Borrower or (b) the consolidated revenues of which accounts for 5% or more of the consolidated revenues of the Borrower, in each case as of the end of or for the most recent period of four consecutive fiscal quarters of the Borrower for which financial statements have been delivered pursuant to Section 6.01(a) or Section 6.01(b) (or, prior to the delivery of any such financial statements, ending with the last fiscal quarter included in the Audited Financial Statements); and (iii) any group of Restricted Subsidiaries of the Borrower that account in the aggregate for 20% of the Consolidated Total Assets of the Borrower or 20% of the consolidated revenues of the Borrower.
Maturity Date” means (i) as to Revolving Loans and Swing Line Loans, the Revolving Termination Date, (ii) as to New Revolving Commitments, any maturity date related to any Class of New Revolving Commitments, (iii) as to the Term A Loans, the Term A Maturity Date, (iv) as to the Term B Loans, the Term B Maturity Date, (v) any maturity date related to any Class of Incremental Term Loans and (vi) any maturity date related to any Class of Extended Term Loans, as applicable.
Maximum Foreign Currency Sublimit” means $350,000,000 or such greater or lesser amount as may be adjusted from time to time in accordance with this Agreement.
Maximum Rate” has the meaning specified in Section 10.10.
Merchant Funds” means any amounts on deposit with or under the control of the Borrower or a Subsidiary thereof, or in which the Borrower or a Subsidiary thereof has an interest, which are owned by a customer of the Borrower or such Subsidiary, or in which the customer has an interest, and which are held by the Borrower or applicable Subsidiary (i) as security for the obligations of the customer to the Borrower or applicable Subsidiary or (ii) while in the process of payment to the applicable customer. The term “Merchant Funds” shall include all amounts reflected as “suspended funds” on the consolidated financial statements of the Borrower.
Minimum Extension Condition” has the meaning specified in Section 2.16(b).
Minimum Tranche Amount” has the meaning specified in Section 2.16(b).
Moody’s” means Moody’s Investors Service, Inc., a Delaware corporation, and its successors or, absent any such successor, such nationally recognized statistical rating organization as the Borrower and the Administrative Agent may select.

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Multiemployer Plan” means a “multiemployer plan” as defined in Section 3(37) or 4001(a)(3) of ERISA.
Net Cash Proceeds” means (without duplication):
(i)    with respect to any Asset Disposition (other than an Asset Disposition consisting of a lease where one or more Group Companies is acting as lessor entered into in the ordinary course of business), Casualty or Condemnation, (A) the gross amount of all cash proceeds (including cash Casualty Proceeds and cash Condemnation Awards, except to the extent and for so long as such Casualty Proceeds or Condemnation Awards constitute Reinvestment Funds) actually received by any Group Company in respect of such Asset Disposition, Casualty or Condemnation (including any cash proceeds received as income or other proceeds of any non-cash proceeds of any Asset Disposition, Casualty or Condemnation as and when received), less (B) the sum of (1) the amount, if any, of all taxes (other than income taxes) and all income taxes (as estimated in good faith by a senior financial or senior accounting officer of the Borrower giving effect to the overall tax position of Parent Holdings and its Restricted Subsidiaries), and customary fees, legal fees, brokerage fees, commissions, costs and other expenses (other than those payable to any Group Company or to Affiliates of any Group Company except for those payable on terms and conditions as favorable to the applicable Group Company as would be obtainable by it in a comparable arms’-length transaction with an independent, unrelated third party) that are incurred in connection with such Asset Disposition, Casualty or Condemnation and are payable by any Group Company, but only to the extent not already deducted in arriving at the amount referred to in clause (i)(A) above, (2) appropriate amounts set aside as a reserve in good faith against any indemnities, liabilities (contingent or otherwise) associated with such Asset Disposition, Casualty or Condemnation, (3) if applicable, the amount of any Indebtedness secured by a Permitted Lien that has been repaid or refinanced in accordance with its terms with the proceeds of such Asset Disposition, Casualty or Condemnation; and (4) any payments to be made by any Group Company as agreed between such Group Company and the purchaser of any assets subject to an Asset Disposition, Casualty or Condemnation in connection therewith; and
(ii)    with respect to any Debt Issuance, the gross amount of cash proceeds paid to or received by any Group Company in respect of such Debt Issuance as the case may be (including cash proceeds subsequently as and when received at any time in respect of such Debt Issuance from non-cash consideration initially received or otherwise), net of underwriting discounts, fees and commissions or placement fees, investment banking fees, legal fees, consulting fees, accounting fees, printing fees, SEC filing fees and other customary fees and expenses directly incurred by any Group Company in connection therewith (including fees and expenses relating to any customary A/B exchange offer in connection with and following a Debt Issuance) (other than those payable to any Group Company or any Affiliate of any Group Company except for those payable on terms and conditions as favorable to the applicable Group Company as would be obtainable by it in a comparable arms’-length transaction with an independent, unrelated third party).
New Revolving Commitments” has the meaning specified in Section 2.15(a).
New Revolving Facility” means each Class of New Revolving Commitments established pursuant to Section 2.15.
New Revolving Loans” means any loan (other than a swingline loan) made to the Borrower under a Class of New Revolving Commitments.
Non-Defaulting Lender” means and includes each Lender other than a Defaulting Lender.
Non-Extension Notice Date” has the meaning specified in Section 2.05(c)(iii).
Note” means a Revolving Note, a Term A Note, a Term B Note or a Swing Line Note, and “Notes” means any combination of the foregoing.

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Notice of Borrowing” means a request by the Borrower for a Borrowing, substantially in the form of Exhibit A-1 hereto.
Notice of Extension/Conversion” has the meaning specified in Section 2.07(a).
NYFRB” means the Federal Reserve Bank of New York.
NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received to the Administrative Agent from a Federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
Obligation Currency” has the meaning specified in Section 10.22(a).
Offered Loans” has the meaning specified in Section 2.09(c)(iii).
OID” has the meaning specified in Section 2.15(c).
Operating Lease” means, as applied to any Person, a lease (including leases which may be terminated by the lessee at any time) of any property (whether real, personal or mixed) by such Person as lessee which is not a Capital Lease.
Organization Documents” means (i) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (ii) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (iii) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
Original Financing Obligations” has the meaning specified in Section 1.11(a).
Other Taxes” has the meaning specified in Section 3.01(b).
Outstanding Amount” means (i) with respect to Term Loans, Revolving Loans or Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Loans and Swing Line Loans, as the case may be, occurring on such date, and (ii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of L/C Disbursements.
Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish such composite rate).
paid in full” and “payment in full” means, with respect to any Finance Obligation, the occurrence of all of the foregoing: (i) with respect to such Finance Obligations other than (A) contingent indemnification obligations,

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Swap Obligations and Cash Management Obligations not then due and payable and (B) to the extent covered by clause (ii) below, obligations with respect to undrawn Letters of Credit, payment in full thereof in cash (or otherwise to the written satisfaction of the Finance Parties owed such Finance Obligations), (ii) with respect to any undrawn Letter of Credit, the obligations under which are included in such Finance Obligations, (A) the cancellation thereof and payment in full of all resulting Finance Obligations pursuant to clause (i) above or (B) the receipt of cash collateral (or a backstop letter of credit in respect thereof on terms acceptable to the applicable L/C Issuer and the Administrative Agent) in an amount at least equal to 103% of the L/C Obligations for such Letter of Credit and (iii) if such Finance Obligations consist of all the Senior Credit Obligations under or in respect of the Revolving Commitments, termination of all Commitments and all other obligations of the Lenders in respect of such Commitments under the Loan Documents.
Parent Holdings” means VeriFone Systems, Inc., a Delaware corporation, and its successors.
Participant” has the meaning specified in Section 10.07(d).
Participant Register” has the meaning specified in Section 10.07(d).
Participating Member States” shall mean the member states of the European Communities that adopt or have adopted the euro as their lawful currency in accordance with the legislation of the European Union relating to European Monetary Union.
Participation Interest” means a Credit Extension by a Lender by way of a purchase of a participation interest in Letters of Credit or L/C Obligations as provided in Section 2.05(d), in Swing Line Loans as provided in Section 2.01(c)(vi) or in any Loans as provided in Section 2.13.
PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any entity succeeding to any or all of its functions under ERISA.
Perfection Certificate” means a certificate, substantially in the form of Exhibit F-3 to this Agreement, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of the Collateral Agent and duly executed by the chief executive officer and the chief legal officer or other authorized officer of each Loan Party.
Performance Guarantee” means any guarantee by any Person of the performance of the obligations of another Person (other than obligations in respect of Indebtedness for borrowed money), including guarantees of performance under contracts of such other Person to design, develop, manufacture, construct or produce products or production facilities or to provide services or with respect to acquisitions, investments or other strategic transactions.
Permit” means any license, permit, franchise, right or privilege, certificate of authority or order, or any waiver of the foregoing, issued or issuable by any Governmental Authority.
Permitted Business Acquisition” means a Business Acquisition; provided that:
(i)    the Equity Interests or property or assets acquired in such acquisition are in a similar, ancillary, complementary or related line of business as the Borrower and its Restricted Subsidiaries as of the Closing Date or otherwise are, in the good faith judgment of the Borrower consistent with the Borrower’s strategic vision as determined from time to time by the Borrower’s Board of Directors;
(ii)    the Administrative Agent or the Collateral Agent, as applicable, shall have received all items in respect of the Equity Interests or property or assets acquired in such acquisition (and/or the seller thereof) required to be delivered by Section 6.12; and
(iii)    no Event of Default shall have occurred and be continuing immediately before or immediately after giving effect to such acquisition, and the Borrower shall have delivered to the

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Administrative Agent a Pro-Forma Compliance Certificate demonstrating that, upon giving effect to such acquisition on a Pro-Forma Basis, the Borrower shall be in compliance with the financial covenants set forth in Section 7.11, in each case as of the last day of the most recent period of four consecutive fiscal quarters of the Borrower which precedes or ends on the date of such acquisition for which financial statements have been delivered pursuant to Section 6.01(a) or (b);
and provided, further, that the term “Permitted Business Acquisition” shall include a Business Acquisition not otherwise meeting the requirements of the foregoing definition the terms and provisions of which have been approved by the Required Lenders.
Permitted Call Spread Swap Agreement” means (a) any Swap Agreement (including, but not limited to, any bond hedge transaction or capped call transaction) pursuant to which Parent Holdings acquires an option requiring the counterparty thereto to deliver to Parent Holdings shares of common stock of Parent Holdings, the cash value of such shares or a combination thereof from time to time upon exercise of such option and (b) any Swap Contract pursuant to which Parent Holdings issues to the counterparty thereto warrants to acquire common stock of Parent Holdings (whether such warrant is settled in shares, cash or a combination thereof), in each case entered into by Parent Holdings in connection with the issuance of Equity Equivalents; provided that (i) the terms, conditions and covenants of each such Swap Agreement are customary for Swap Agreements of such type (as reasonably determined by the Board of Directors of Parent Holdings in good faith) and (ii) in the case of clause (b) above, such Swap Agreement is classified as an equity instrument in accordance with GAAP, and the settlement of such Swap Agreement does not require Parent Holdings to make any payment in cash or cash equivalents that would disqualify such Swap Agreement from so being classified as an equity instrument. For purposes of this definition, for the avoidance of doubt, the term “Swap Agreement” shall include any stock option or warrant agreement for the purchase of Equity Interests of Parent Holdings.
Permitted Joint Venture” means a joint venture, in the form of a corporation, limited liability company, business trust, joint venture, association, company or partnership, entered into by the Borrower or any of its Subsidiaries which is either (A) engaged in a line of business similar, ancillary, complementary or related to those engaged in by the Borrower and its Restricted Subsidiaries or (B) otherwise are, in the good faith judgment of the Borrower consistent with the Borrower’s strategic vision as determined from time to time by the Borrower’s Board of Directors.
Permitted Liens” has the meaning specified in Section 7.02.
Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder or as otherwise permitted pursuant to Section 7.01; provided that any customary A/B exchange offer for any notes issued under this subclause shall be deemed to meet the requirements of this subclause (i) and subclauses (iii) and (iv) hereof, (ii) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (iii) if the Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to any Senior Credit Obligation, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the applicable Senior Credit Obligations on terms at least as favorable to the applicable Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (iv) the terms and conditions (including, if applicable, as to collateral) of any such modified, refinanced, refunded, renewed or extended Indebtedness are not materially less favorable, taken as a whole, to the Loan Parties or the Lenders than the terms and conditions, taken as a whole, of the Indebtedness being modified, refinanced, refunded, renewed or extended, as determined by the Borrower in good faith, (v) such modification, refinancing, refunding, renewal or extension is incurred by the Person who is the obligor on the

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Indebtedness being modified, refinanced, refunded, renewed or extended, and (vi) at the time thereof, no Event of Default shall have occurred and be continuing.
Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
Plan” means an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code maintained by or contributed to by any Group Company or any ERISA Affiliate including a Multiemployer Plan.
Platform” has the meaning specified in Section 6.02(j)(i).
Pledge Agreement” means the Pledge Agreement, dated as of December 28, 2011, among Holdings, the Borrower, the Subsidiary Guarantors and the Collateral Agent, as amended, modified or supplemented as of the date hereof, and as the same may be further amended, modified or supplemented from time to time.
Pledged Collateral” has the meaning specified in the Pledge Agreement.
Pre-Commitment Information” means, taken as an entirety, the information with respect to the Borrower and its Subsidiaries contained in the Lender Presentation dated January 11, 2018.
Predecessor Credit Agreement” has the meaning specified in the introductory paragraph hereto.
Predecessor Loan Documents” has the meaning specified in Section 1.12.
Preferred Stock” means, as applied to the Equity Interests of a Person, Equity Interests of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over the Equity Interests of any other class of such Person.
Prepayment Account” has the meaning specified in Section 2.09(b)(viii).
Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMCB as its prime rate in effect at its office located at 270 Park Avenue, New York, New York; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. The Prime Rate is a rate set by JPMCB based upon various factors including JPMCB’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such announced rate. Any change in such rate announced by JPMCB shall be effective from and including the date such change is publicly announced as being effective.
Principal Amortization Payment” means a scheduled principal payment on any Class of the Term Loans and the Incremental Term Loans, if any, pursuant to Section 2.08.
Principal Amortization Payment Date” means (i) with respect to any Class of the Term Loans, the last Business Day of each calendar quarter, commencing with the last Business Day of the first full calendar quarter commencing after the Closing Date, and (ii) the Maturity Date of such Class of Term Loans.
Proceeds” has the meaning specified for such term in the Uniform Commercial Code as in effect from time to time in the State of New York.
Pro-Forma Basis” means, for purposes of determining compliance with or performing calculations pursuant to any provision hereof, including the calculation of Consolidated EBITDA, that the applicable Specified Transaction or other transaction shall be deemed to have occurred as of the first day of the most recent period of four consecutive fiscal quarters of the Borrower which most recently precedes or ends on the date of such Specified

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Transaction and with respect to which the Administrative Agent has received the financial information required under Section 6.01(a) or (b), as applicable, and the Compliance Certificate required by Section 6.02(a) for such period. In connection with any calculation of the financial covenants set forth in Section 7.11 upon giving effect to a transaction on a “Pro-Forma Basis,” (i) any Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in connection with such Specified Transaction (or any other transaction which occurred during the relevant four fiscal quarter period) shall be deemed to have been incurred as of the first day of the relevant four fiscal-quarter period, (ii) if such Indebtedness has a floating or formula rate, then the rate of interest for such Indebtedness for the applicable period for purposes of the calculations contemplated by this definition shall be determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of such calculations, (iii) income statement items (whether positive or negative) attributable to all property acquired in such Specified Transaction or to the Investment constituting such Specified Transaction, as applicable, shall be included as if such Specified Transaction has occurred as of the first day of the relevant four-fiscal-quarter period, (iv) such other pro-forma adjustments which would be permitted or required by Regulations S-K and S-X under the Securities Act shall be taken into account and (v) such other adjustments made by the Borrower with the consent of the Administrative Agent (not to be unreasonably withheld) shall be taken into account.
Pro-Forma Compliance Certificate” means a certificate of the chief financial officer or chief accounting officer of the Borrower delivered to the Administrative Agent in connection with any Specified Transaction for which a calculation on a “Pro-Forma Basis” is permitted or required hereunder and containing reasonably detailed calculations demonstrating, upon giving effect to the applicable Specified Transaction on a Pro-Forma Basis, compliance, as applicable, with the Total Leverage Ratio and the Interest Coverage Ratio specified in Section 7.11 as of the last day of the most recent period of four consecutive fiscal quarters of Holdings which precedes or ends on the date of the applicable Specified Transaction and with respect to which the Administrative Agent shall have received the consolidated financial information required under Section 6.01(a) or (b), as applicable, and the Compliance Certificate required by Section 6.02(a) for such period.
Proposed Discounted Prepayment Amount” has the meaning specified in Section 2.09(c)(ii).
PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
Public Lender” has the meaning specified in Section 6.02(j)(ii).
Purchase Money Indebtedness” means Indebtedness of the Borrower or any of its Subsidiaries incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property used in the business of the Borrower or such Subsidiary.
Purchasing Borrower Party” means the Borrower or any Restricted Subsidiary of the Borrower that becomes an assignee pursuant to Section 10.07(b).
Qualified Capital Stock” means Equity Interests of the Borrower, other than Equity Interests constituting Debt Equivalents.
Qualified Securitization Facility” means any Securitization Facility (1) constituting a securitization financing facility in respect of which all sales and/or contributions of Securitization Assets and related assets to the applicable Person or Securitization Subsidiary are made at reasonably equivalent value (as determined in good faith by the Borrower) or (2) constituting a receivables financing facility, in each case to the extent such Qualified Securitization Facility, together with all other Qualified Securitization Facilities then outstanding, has outstanding commitments and/or purchasing limit of no more than $50,000,000 at any time outstanding.
Qualifying Equity Issuance” means any issuance of Equity Interests by the Borrower or any receipt by the Borrower of a capital contribution (or any direct or indirect parent thereof and contributed to the Borrower as cash equity), if, after giving effect thereto, no Change of Control shall have occurred.

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Qualifying Lenders” has the meaning specified in Section 2.09(c)(iv).
Qualifying Loans” has the meaning specified in Section 2.09(c)(iv).
Ratings Trigger Date” means the first date when the Borrower shall obtain public corporate ratings from S&P and public corporate family ratings from Moody’s of BB and Ba1 (or better) or BB+ and Ba2 (or better), respectively, in each case with a stable outlook; provided that no Default or Event of Default shall have occurred or is continuing as of such date.
Real Property” means, with respect to any Person, all of the right, title and interest of such Person in and to land, improvements and fixtures.
Reference Period” means any period of four consecutive fiscal quarters.
Refinancing Debt Securities” means debt securities of the Borrower that are designated in an officer’s certificate delivered to the Administrative Agent prior to the date of issuance thereof as “Refinancing Debt Securities”; provided that (A) the terms of such debt securities do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior the Latest Maturity Date, other than customary offers to purchase upon a change of control, asset sale or casualty or condemnation event and customary acceleration rights upon an event of default, (B) such debt securities are not secured by any Lien on any assets of the Borrower or any of its Restricted Subsidiaries other than a Lien permitted by Section 7.02(xviii) and such debt securities are not guaranteed by any Subsidiary other than a Subsidiary Guarantor and (C) the covenants, events of default and other terms for such Indebtedness (provided that such Indebtedness shall have interest rates, fees, funding discounts and redemption or prepayment premiums determined by the Borrower to be market rates and premiums at the time of issuance of such Indebtedness), taken as a whole, are determined by the Borrower to be market terms on the date of issuance and in any event are not more restrictive on the Borrower and its Restricted Subsidiaries than the terms, taken as a whole, of this Agreement (as in effect on the Closing Date), as determined by the Borrower in good faith.
Refinancing Term Loans” means Incremental Term Loans that have been designated by the Borrower as “Refinancing Term Loans” in the applicable Additional Credit Extension Amendment.
Refunded Swing Line Loan” has the meaning specified in Section 2.01(c)(iii).
Register” has the meaning specified in Section 10.07(c).
Reinvestment Funds” means, with respect to any Casualty Proceeds or any Condemnation Award exceeding $10,000,000 in respect of the single event or series of related events giving rise thereto, that portion of such funds as shall, according to a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent within 30 days after the occurrence of the Casualty or Condemnation giving rise thereto (and in any case prior to the receipt thereof by any Group Company), be reinvested within 365 days after the occurrence of the Casualty or Condemnation giving rise thereto or an agreement is entered to reinvest such proceeds within such 365 day period and such proceeds are reinvested in accordance with the terms of such agreement no later than 180 days of the end of such 365 day period, in each case, in the repair, restoration or replacement of the properties that were the subject of such Casualty or Condemnation; provided that (i) such certificate shall be accompanied by evidence reasonably satisfactory to the Administrative Agent that any property subject to such Casualty or Condemnation has been or will be repaired, restored or replaced, (ii) pending such reinvestment, the entire amount of such proceeds shall be deposited in an account with the Collateral Agent for the benefit of the Finance Parties, over which the Collateral Agent shall have sole control and exclusive right of withdrawal (which may include the Reinvestment Funds Account (as defined and established under the Security Agreement)), (iii) from and after the date of delivery of such certificate, the Borrower or one or more of its Subsidiaries shall proceed, in a commercially reasonable manner, to complete the repair, restoration or replacement of the properties that were the subject of such Casualty or Condemnation as described in such certificate and (iv) no Event of Default shall have occurred and be continuing or, if the Borrower or one or more of its Restricted Subsidiaries shall have then entered into one or more continuing agreements with a Person not an Affiliate of any of them for the repair, restoration or replacement of the

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properties that were the subject of such Casualty or Condemnation, none of the Administrative Agent or the Collateral Agent shall have commenced any action or proceeding to exercise or seek to exercise an right or remedy with respect to any Collateral (including any action of foreclosure, enforcement, collection or execution or by and proceeding under any Debtor Relief Law with respect to any Loan Party); and provided, further, that, if any of the foregoing conditions shall cease to be satisfied at any time, such funds shall no longer be deemed Reinvestment Funds and such funds shall immediately be applied to prepayment of the Loans in accordance with Section 2.09(b).
Related Obligations” has the meaning specified in Section 9.12.
Release” means, with respect to any Person, any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration, in each case, of any Hazardous Materials into the indoor or outdoor environment or into or out of any property owned, leased or operated by such Person, including the movement of Hazardous Materials through or in the air, soil, surface water, ground water or property.
Replacement Revolving Commitments” means any New Revolving Commitments established pursuant to Section 2.15 that are designated as “Replacement Revolving Commitments” in the applicable Additional Credit Extension Amendment relating thereto.
Repricing Transaction” means the prepayment or refinancing of all or a portion of the Term B Loans with the incurrence by any Loan Party of any long-term bank debt financing incurred for the primary purpose of repaying, refinancing, substituting or replacing the Term B Loans and having an effective interest cost or weighted average yield (as determined by the Board of Directors of the Borrower in good faith and, in any event, excluding any arrangement or commitment fees in connection therewith) that is less than the effective interest cost for or weighted average yield (as determined by the Board of Directors of the Borrower on the same basis) of the Term B Loans, including without limitation, as may be effected through any amendment to this Agreement relating to the effective interest cost for, or weighted average yield of, the Term B Loans.
Required Lenders” means at any date of determination, Lenders holding more than 50% of the sum of (i) the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition) and (ii) the Adjusted Total Revolving Commitment at such date and the Adjusted Total New Revolving Commitment of all Classes. For the avoidance of doubt, the Total Outstandings or Commitments of any Defaulting Lender shall not be included in the numerator or the denominator for the calculation of the “Required Lenders” for purposes hereof.
Required Revolving Lenders” means, collectively, Revolving Lenders having more than 50% of the Adjusted Total Revolving Commitment at such date and the Adjusted Total New Revolving Commitment of all Classes or, after the Revolving Termination Date, more than 50% of the aggregate Revolving Outstandings. For the avoidance of doubt, the Commitments of a Defaulting Lender shall not be included in the numerator or the denominator for the calculation of “Required Revolving Lenders” for purposes hereof.
Required Term A Lenders” means, collectively, Term A Lenders having more than 50% of the principal amount of the Term A Loans then outstanding. For the avoidance of doubt, the principal amount of Term A Loans outstanding of any Defaulting Lender shall not be included in the numerator or the denominator for the calculation of “Required Term A Lenders” for purposes hereof.
Required Term B Lenders” means, collectively, Term B Lenders having more than 50% of the principal amount of the Term B Loans then outstanding. For the avoidance of doubt, the principal amount of Term B Loans outstanding of any Defaulting Lender shall not be included in the numerator or the denominator for the calculation of “Required Term B Lenders” for purposes hereof.
Required Term Lenders” means, collectively, Term Lenders having more than 50% of the principal amount of the Term Loans then outstanding. For the avoidance of doubt, the principal amount of Term Loans outstanding of any Defaulting Lender shall not be included in the numerator or the denominator for the calculation of “Required Term Lenders” for purposes hereof.

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Reset Date” has the meaning specified in Section 1.09(a).
Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers.
Responsible Officer” means the chief executive officer, president, executive vice president, chief financial officer or treasurer of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.
Restricted Payment” means (i) any dividend or other distribution (whether in cash, securities or other property), direct or indirect, on account of any class of Equity Interests or Equity Equivalents of any Group Company, now or hereafter outstanding, (ii) any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation, termination or similar payment, purchase or other acquisition for value, direct or indirect, of any class of Equity Interests or Equity Equivalents of any Group Company or any of their direct or indirect parent companies, now or hereafter outstanding or (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any class of Equity Interests or Equity Equivalents of any Group Company or any of their direct or indirect parent companies, now or hereafter outstanding.
Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.
Reversion Date” has the meaning specified in Section 7.06(a).
Revolving Base Rate Loans” means Revolving Loans that are Base Rate Loans.
Revolving Borrowing” means a Borrowing comprised of Revolving Loans and identified as such in the Notice of Borrowing with respect thereto.
Revolving Commitment” means, with respect to any Lender, the commitment of such Lender, in an aggregate principal amount at any time outstanding of up to such Lender’s Revolving Commitment Percentage of the Revolving Committed Amount, (A) to make Revolving Loans in accordance with the provisions of Section 2.01(a), (B) to purchase Participation Interests in Swing Line Loans in accordance with the provisions of Section 2.01(c) and (C) to purchase Participation Interests in Letters of Credit in accordance with the provisions of Section 2.05(d).
Revolving Commitment Percentage” means, for each Lender, the percentage (carried out to the ninth decimal place) identified as its Revolving Commitment Percentage on Schedule 2.01 hereto, as such percentage may be adjusted or modified in connection with any assignment made in accordance with the provisions of Section 10.07(b), or as otherwise adjusted from time to time in accordance with this Agreement.
Revolving Committed Amount” means $700,000,000, of which aggregate amount up to the Maximum Foreign Currency Sublimit is in the form of commitments to make, at the Borrower’s request, Foreign Currency Loans, or such greater or lesser amount to which the Revolving Committed Amount may be adjusted from time to time in accordance with this Agreement.
Revolving Exposure” means, with respect to any Lender, the Dollar Equivalent of the aggregate principal amount at such time of all outstanding Revolving Loans of such Lender, plus the aggregate amount at such time of such Lender’s Letter of Credit Exposure, plus the aggregate amount at such time of such Lender’s Swing Line Exposure.
Revolving Facility” means the Revolving Commitments as in effect on the Closing Date and as modified from time to time in accordance with this Agreement.

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Revolving Lender” means each Lender identified in Schedule 2.01 as having a Revolving Commitment and each Eligible Assignee which acquires a Revolving Commitment or Revolving Loan pursuant to Section 10.07(b) and their respective successors.
Revolving Loan” means a Foreign Currency Loan or a Dollar Revolving Loan, as the context requires.
Revolving Note” means a promissory note, substantially in the form of Exhibit B-1 hereto, evidencing the obligation of the Borrower to repay outstanding Revolving Loans, as such note may be amended, modified, supplemented, extended, renewed or replaced from time to time.
Revolving Outstandings” means at any date the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans plus the aggregate outstanding amount of all L/C Obligations.
Revolving Termination Date” means the fifth anniversary of the Closing Date (or, if such day is not a Business Day, the next preceding Business Day) or such earlier date upon which the Revolving Commitments shall have been terminated in their entirety in accordance with this Agreement.
Sale/Leaseback Transaction” means any direct or indirect arrangement with any Person (other than the Borrower or any of its Restricted Subsidiaries) or to which any such Person is a party providing for the leasing to the Borrower or any of its Restricted Subsidiaries of any property, whether owned by the Borrower or any of its Restricted Subsidiaries as of the Closing Date or later acquired, which has been or is to be sold or transferred by the Borrower or any of its Restricted Subsidiaries to such Person or to any other Person from whom funds have been, or are to be, advanced by such Person to the Borrower or any if its Restricted Subsidiaries on the security of such property.
Sanctioned Country” means, at any time, a country or territory which is the subject or target of any Sanctions broadly prohibiting dealings with such government, country or territory.
Sanctioned Person” means, at any time, (a) any Person that is listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European Union or any EU member state, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person controlled by any such Person described in clauses (a) or (b).
Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.
S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of McGraw Hill, Inc., a New York corporation, and its successors or, absent any such successor, such nationally recognized statistical rating organization as the Borrower and the Administrative Agent may select.
SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
Securitization Assets” means (a) the accounts receivable, royalty or other revenue streams and other rights to payment and other assets related thereto subject to a Qualified Securitization Facility and the proceeds thereof and (b) contract rights, lockbox accounts and records with respect to such accounts receivable and any other assets customarily transferred together with accounts receivable in a securitization financing.

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Securitization Facility” means any of one or more receivables or securitization financing facilities, as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the obligations of which are Limited Recourse Indebtedness (except for customary representations, warranties, covenants, performance guarantees, payments of fees and expenses and indemnities made in connection with such facilities) to the Borrower or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) pursuant to which the Borrower or any of its Restricted Subsidiaries sells or grants a security interest in its accounts receivable or Securitization Assets or assets related thereto to either (a) a Person that is not a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.
Securitization Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees and expenses (including reasonable fees and expenses of legal counsel) paid to a Person that is not a Securitization Subsidiary in connection with, any Qualified Securitization Facility.
Securitization Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Qualified Securitization Facilities and other activities reasonably related thereto.
Security Agreement” means the Security Agreement, dated as of December 28, 2011, among Holdings, the Borrower, the Subsidiary Guarantors and the Collateral Agent, as amended, modified or supplemented as of the date hereof, and as the same may be further amended, modified or supplemented from time to time.
Senior Credit Obligations” means, with respect to each Loan Party, without duplication:
(i)    in the case of the Borrower, all principal of and interest (including, without limitation, any interest which accrues after the commencement of any proceeding under any Debtor Relief Law with respect to the Borrower, whether or not allowed or allowable as a claim in any such proceeding) on any Revolving Loan, Term Loan or L/C Obligation under, or any Revolving Note, Term A Note, Term B Note or Swing Line Note issued pursuant to, this Agreement or any other Loan Document;
(ii)    all fees, expenses, indemnification obligations and other amounts of whatever nature now or hereafter payable by such Loan Party under any Loan Document in respect of any Revolving Loan, Term Loan or L/C Obligation under, or any Revolving Note, Term A Note, Term B Note or Swing Line Note issued pursuant to, this Agreement or any other Loan Document (including, without limitation, any amounts which accrue after the commencement of any proceeding under any Debtor Relief Law with respect to such Loan Party, whether or not allowed or allowable as a claim in any such proceeding) pursuant to this Agreement or any other Loan Document;
(iii)    all expenses of the Administrative Agent or the Collateral Agent as to which such Agent have a right to reimbursement by such Loan Party under Section 10.04 of this Agreement or under any other similar provision of any other Loan Document, including, without limitation, any and all sums advanced by the Collateral Agent to preserve the Collateral or preserve its security interests in the Collateral to the extent permitted under any Loan Document or applicable Law;
(iv)    all amounts paid by any Indemnitee in respect of any Revolving Loan, Term Loan or L/C Obligation under, or any Revolving Note, Term A Note, Term B Note or Swing Line Note issued pursuant to, this Agreement or any other Loan Document as to which such Indemnitee has the right to reimbursement by such Loan Party under Section 10.05 of this Agreement or under any other similar provision of any other Loan Document; and
(v)    in the case of Holdings and each Subsidiary Guarantor, all amounts now or hereafter payable by Holdings or such Subsidiary Guarantor and all other obligations or liabilities now existing or hereafter arising or incurred (including, without limitation, any amounts which accrue after the commencement of any proceeding under any Debtor Relief Law with respect to the Borrower, Holdings or such Subsidiary Guarantor under or in respect of any Revolving Loan, Swing Line Loan, Term Loan or L/C

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Obligation under, or any Revolving Note, Swing Line Note, Term A Note or Term B Note issued pursuant to, this Agreement or any other Loan Document, whether or not allowed or allowable as a claim in any such proceeding) on the part of Parent Holdings, Holdings or such Subsidiary Guarantor pursuant to this Agreement, the Guaranty or any other Loan Document;
together in each case with all renewals, modifications, consolidations or extensions thereof.
Senior Credit Party” means each Lender (including any Affiliate in respect of any Cash Management Obligations), each L/C Issuer, the Administrative Agent, the Collateral Agent and each Indemnitee in respect of Loans and their respective successors and assigns, and “Senior Credit Parties” means any two or more of them, collectively.
Senior Managing Agent” means BBVA Compass.
Solvent” means, with respect to any Person as of a particular date, that on such date (i) such Person is able generally to pay its recorded liabilities and contingent obligations as they mature or become payable in the normal course of business, (ii) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s assets would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged and (iii) the present fair saleable value (i.e., the amount that could be obtained for such Person’s assets within a commercially reasonable time, through sale by a willing seller to a willing buyer under ordinary selling conditions for comparable business enterprises insofar as such conditions can be reasonably evaluated) of the assets of such Person exceeds the amount that will be required to pay the recorded liabilities and contingent obligations of such Person as they become absolute and matured. In computing the amount of any contingent obligation at any time, such obligation shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
SPC” has the meaning specified in Section 10.07(h).
Specified Transaction” means, with respect to any period, any (i) Investment, (ii) sale or transfer of assets or property or other Asset Disposition, (iii) incurrence or repayment of Indebtedness, (iv) Restricted Payment, (v) designation or redesignation of an Unrestricted Subsidiary or Restricted Subsidiary, (vi) Incremental Term Loan, (vii) provision of Incremental Revolving Commitment Increases, (viii) creation of Extended Term Loans or (ix) other event, in each case that by the terms of the Loan Documents requires pro-forma compliance with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro-Forma Basis.”
Standby Letter of Credit” has the meaning specified in Section 2.05(a).
Standby Letter of Credit Fee” has the meaning specified in Section 2.11(b)(i).
Subordinated Indebtedness” of any Person means all unsecured Indebtedness (i) the principal of which by its terms is not required to be repaid, in whole or in part, before the first anniversary of the Latest Maturity Date at the time incurred, (ii) which is subordinated in right of payment to such Person’s indebtedness, obligations and liabilities to the Senior Credit Parties under the Loan Documents pursuant to payment and subordination provisions reasonably satisfactory in form and substance to the Administrative Agent and (iii) is issued pursuant to documents having covenants, subordination provisions and events of default that, taken as a whole, are in the good faith judgment of the Borrower in no event less favorable, including with respect to rights of acceleration, to such Person than the terms hereof, taken as a whole, or are otherwise reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent.
Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which more than 50% of the Voting Securities or the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be

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deemed to have more than 50% ownership interest in a partnership, limited liability company, association or other business entity if such Person or Persons shall be allocated more than 50% of partnership, association or other business entity gains or losses or shall be or control the managing director, manager or a general partner of such partnership, association or other business entity. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.
Subsidiary Guarantor” means each Subsidiary of the Borrower on the Closing Date (other than an Excluded Subsidiary) and each Subsidiary of the Borrower (other than an Excluded Subsidiary, except to the extent otherwise provided in Section 6.12(d)) that becomes a party to the Guaranty after the Closing Date by execution of an Accession Agreement, and “Subsidiary Guarantors” means any two or more of them.
Swap Agreement” means (i) 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 (ii) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.
Swap Contract” means with respect to any Guarantor any Swap Obligation under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.
Swap Creditor” means any Lender or Agent or any Affiliate of any Lender or Agent from time to time party to one or more Swap Agreements permitted hereunder with a Loan Party (even if any such Lender for any reason ceases after the execution of such agreement to be a Lender hereunder), and its successors and assigns, and “Swap Creditors” means any two or more of them, collectively.
Swap Obligations” of any Person means all obligations (including, without limitation, any amounts which accrue after the commencement of any bankruptcy or insolvency proceeding with respect to such Person, whether or not allowed or allowable as a claim under any proceeding under any Debtor Relief Law) of such Person in respect of any Swap Agreement, excluding any amounts which such Person is entitled to set-off against its obligations under applicable Law.
Swap Termination Value” means, at any date and in respect of any one or more Swap Agreements, after taking into account the effect of any legally enforceable netting agreements relating to such Swap Agreements, (i) for any date on or after the date such Swap Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (ii) for any date prior to the date referenced in clause (i), the amount(s) determined as the mark-to-market value(s) for such Swap Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Agreements (which may include any Lender).
Swing Line Borrowing” means a Borrowing comprised of Swing Line Loans and identified as such in the Swing Line Loan Request with respect thereto.
Swing Line Commitment” means the agreement of the Swing Line Lender to make Loans pursuant to Section 2.01(c). The Swing Line Commitment is a part of, and not in addition to, the Revolving Committed Amount.

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Swing Line Committed Amount” means $50,000,000, as such Swing Line Committed Amount may be reduced from time to time in accordance with this Agreement.
Swing Line Exposure” means, subject to Section 2.17, with respect to any Lender, at any time, such Lender’s Revolving Commitment Percentage of the Swing Line Loans outstanding at such time.
Swing Line Lender” means JPMCB, in its capacity as the Swing Line Lender under Section 2.01(c), and its successor or successors in such capacity.
Swing Line Loan” means a Base Rate Loan made by the Swing Line Lender pursuant to Section 2.01(c), and “Swing Line Loans” means any two or more of such Base Rate Loans.
Swing Line Loan Request” has the meaning specified in Section 2.02(b).
Swing Line Note” means a promissory note, substantially in the form of Exhibit B-4 hereto, evidencing the obligation of the Borrower to repay outstanding Swing Line Loans, as such note may be amended, modified, supplemented, extended, renewed or replaced from time to time.
Swing Line Termination Date” means the earlier of (i) the fifth anniversary of the Closing Date (or, if such day is not a Business Day, the next preceding Business Day) or such earlier date upon which the Revolving Commitments shall have been terminated in their entirety in accordance with this Agreement and (ii) the date on which the Swing Line Commitment is terminated in its entirety in accordance with this Agreement.
Syndication Date” means the earlier of (i) the date which is 60 days after the Closing Date and (ii) the date on which the Administrative Agent determines in its sole discretion (and notifies the Borrower) that the primary syndication (and the resulting addition of Lenders pursuant to Section 10.07(b)) has been completed.
Synthetic Lease Obligation” means the monetary obligation of a Person under (i) a so-called synthetic, off-balance sheet or tax retention lease or (ii) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such person (without regard to accounting treatment).
Taxes” has the meaning specified in Section 3.01(a).
Term A Borrowing” means a Borrowing comprised of Term A Loans and identified as such in the Notice of Borrowing with respect thereto.
Term A Commitment” means, with respect to any Lender, as applicable, the commitment of such Lender to make Term A Loans on the Closing Date in a principal amount equal to such Lender’s Term A Commitment Percentage of the Term A Committed Amount.
Term A Commitment Percentage” means, for each Lender, the percentage (carried out to the ninth decimal place) identified as its Term A Commitment Percentage on Schedule 2.01.
Term A Committed Amount” means $350,000,000.
Term A Lender” means (i) each bank or other lending institution identified on Schedule 2.01 as having a Term A Commitment and (ii) each Eligible Assignee which acquires a Term A Loan pursuant to Section 10.07(b) and their respective successors.
Term A Loan” means a Loan made under Section 2.01(b)(i) and “Term A Loans” means two or more of them, collectively.

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Term A Maturity Date” means the fifth anniversary of the Closing Date (or if such day is not a Business Day, the next preceding Business Day).
Term A Note” means a promissory note, dated as of the date of issue and substantially in the form of Exhibit B-2 hereto, evidencing the obligation of the Borrower to repay outstanding Term A Loans, as such note may be amended, modified or supplemented from time to time.
Term B Borrowing” means a Borrowing comprised of Term B Loans and identified as such in the Notice of Borrowing with respect thereto.
Term B Commitment” means, with respect to any Lender, as applicable, the commitment of such Lender to make Term B Loans on the Closing Date in a principal amount equal to such Lender’s Term B Commitment Percentage of the Term B Committed Amount.
Term B Commitment Percentage” means, for each Lender, the percentage (carried out to the ninth decimal place) identified as its Term B Commitment Percentage on Schedule 2.01.
Term B Committed Amount” means $350,000,000.
Term B Lender” means (i) each bank or other lending institution identified on Schedule 2.01 as having a Term B Commitment and (ii) each Eligible Assignee which acquires a Term B Loan pursuant to Section 10.07(b) and their respective successors.
Term B Loan” means a Loan made under Section 2.01(b)(ii) and “Term B Loans” means two or more of them, collectively.
Term B Maturity Date” means the seventh anniversary of the Closing Date (or if such day is not a Business Day, the next preceding Business Day).
Term B Note” means a promissory note, dated as of the date of issue and substantially in the form of Exhibit B-3 hereto, evidencing the obligation of the Borrower to repay outstanding Term B Loans, as such note may be amended, modified or supplemented from time to time.
Term Commitment” means a Term A Commitment or a Term B Commitment, as the context may require.
Term Lender” means, at any time, any Lender that has a Term Commitment or a Term Loan at such time.
Term Loans” means, collectively, Term A Loans, Term B Loans or Incremental Term Loan, as the context requires, including any Extended Term Loan.
Threshold Amount” means $50,000,000.
Total Leverage Ratio” means on any day the ratio of (i) Consolidated Funded Indebtedness as of the last day of the fiscal quarter of the Borrower ending on, or most recently preceding, such date, less Cash on Hand, to (ii) Consolidated EBITDA for the four consecutive fiscal quarters of the Borrower ended on, or most recently preceding, such day.
Total Outstandings” means, at any date the aggregate Outstanding Amount of all Loans and all L/C Obligations.
Trade Letter of Credit” has the meaning specified in Section 2.05(a).
Trade Letter of Credit Fee” has the meaning specified in Section 2.11(b)(ii).

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Tranche B Incremental Term Loans” means Incremental Term Loans on customary terms for senior secured Term B Loans syndicated to institutional term loan investors, as determined by the Board of Directors of the Borrower in good faith based on the expected lenders, amortization, tenor and other material terms of such Incremental Term Loans.
Transactions” means the borrowing of the Loans on the Closing Date and the other events contemplated hereby and thereby to occur in connection therewith.
Type” has the meaning specified in Section 1.08.
UCP” has the meaning specified in Section 2.05(j).
Unfunded Liabilities” means, except as otherwise provided in Section 5.12(a)(i)(B), (i) with respect to each Plan, the amount (if any) by which the present value of all nonforfeitable benefits under each Plan exceeds the current value of such Plan’s assets allocable to such benefits, all determined in accordance with the respective most recent valuations for such Plan using applicable PBGC plan termination actuarial assumptions (the terms “present value” and “current value” shall have the same meanings specified in Section 3 of ERISA) and (ii) with respect to each Foreign Pension Plan, the amount (if any) by which the present value of all nonforfeitable benefits under each Foreign Pension Plan exceeds the current value of such Foreign Pension Plan’s assets allocable to such benefits, all determined in accordance with the respective most recent valuations for such Plan using the most recent actuarial assumptions and methods being used by the Foreign Pension Plan’s actuaries for financial reporting under applicable accounting and reporting standards.
Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as in effect from time to time (except as other-wise specified) in any applicable state or jurisdiction.
United States” means the United States of America, including each of the States and the District of Columbia, but excluding its territories and possessions.
Unpaid Drawing” has the meaning specified in Section 2.17(a)(iv).
Unreimbursed Amount” has the meaning specified in Section 2.05(e)(iv).
Unrestricted Subsidiary” means (a) any Subsidiary of the Borrower that is formed or acquired after the Closing Date and is designated as an Unrestricted Subsidiary by the Borrower pursuant to Section 6.14 subsequent to the Closing Date, (b) any existing Restricted Subsidiary of the Borrower that is designated as an Unrestricted Subsidiary by the Borrower pursuant to Section 6.14 subsequent to the Closing Date and (c) any Subsidiary of an Unrestricted Subsidiary.
Unused Revolving Commitment Amount” means, for any period, the amount by which (i) the then applicable Revolving Committed Amount exceeds (ii) the daily average sum for such period of (A) the aggregate principal amount of all outstanding Revolving Loans plus (B) the aggregate amount of all outstanding L/C Obligations. For the avoidance of doubt, no deduction shall be made on account of outstanding Swing Line Loans in calculating the Unused Revolving Commitment Amount.
U.S. Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56 (signed into Law October 26, 2001)), as the same may be amended, supplemented, modified, replaced or otherwise in effect from time to time.
U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.
U.S. Tax Certificate” has the meaning specified in Section 10.15(b)(iv).

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Voting Securities” means Equity Interests of any Person having ordinary power to vote in the election of members of the board of directors, managers, trustees or other controlling Persons of such Person (irrespective of whether, at the time, Equity Interests of any other class or classes of such Person shall have or might have voting power by reason of the happening of any contingency).
Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (A) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (B) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.
Welfare Plan” means a “welfare plan” as such term is defined in Section 3(1) of ERISA.
Wholly-Owned Subsidiary” means, with respect to any Person at any date, any Subsidiary of such Person all of the shares of capital stock or other ownership interests of which (except directors’ qualifying shares and other nominal amounts of capital stock or other ownership interests that are required to be held by other Persons under applicable Law) are at the time directly or indirectly owned by such Person. “Wholly-Owned Domestic Subsidiary” means a Wholly-Owned Subsidiary that is also a Domestic Subsidiary.
Withholding Agent” means any Loan Party, the Administrative Agent or any other applicable withholding agent.
Write-down and Conversion Powers” means:
(a)    in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in EU Bail-In Legislation Schedule; and
(b)    in relation to any other applicable Bail-In Legislation:
(i)    any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a Person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a Person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and
(ii)    any similar or analogous powers under that Bail-In Legislation.
Section 1.02    Other Interpretative Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a)    The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.
(b)    The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof. Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears. The term “including” is by way of example and not limitation (i.e., “including” shall be deemed to mean “including, without limitation”). The term “documents” includes any and all

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instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.
(c)    In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.”
(d)    Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
Section 1.03    Accounting Terms and Determinations. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, in accordance with GAAP applied on a consistent basis. All financial statements delivered to the Lenders hereunder shall be accompanied by a statement from the Borrower that GAAP has not changed since the most recent financial statements delivered by the Borrower to the Lenders or if GAAP has changed describing such changes in detail and explaining how such changes affect the financial statements. All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual or quarterly financial statements delivered pursuant to Section 6.01 (or, prior to the delivery of the first financial statements pursuant to Section 6.01, consistent with the financial statements described in Section 5.05(a) (but without giving effect to any deviations from GAAP disclosed therein)); provided, however, that (i) if (A) the Borrower shall object to determining such compliance on such basis at the time of delivery of such financial statements due to any change in GAAP or the rules promulgated with respect thereto (an “Accounting Change”) or (B) either the Administrative Agent or the Required Lenders shall so object to such Accounting Change in writing within 60 days after delivery of such financial statements (or after the Lenders have been informed of such Accounting Change), then, in each case, such calculations shall be made as if such Accounting Change had not been effected and on a basis consistent with how GAAP or the rules promulgated pursuant thereto that are the subject of such Accounting Change were calculated in the most recent financial statements delivered by the Borrower to the Lenders as to which no such objection shall have been made, and the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations made before and after giving effect to such change in GAAP, (ii) if a change in GAAP or the rules promulgated with respect thereto occurs or GAAP shall mean IFRS in accordance with the definition of GAAP, the parties hereto agree to enter into negotiations in order to amend such provisions so as equitably to reflect such change such that the criteria for evaluation compliance with such covenants shall be the same after such changes as if such change had not been made and (iii) notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), or under any similar accounting standard, to value any Indebtedness of the Borrower or any Subsidiary at “fair value” or any similar valuation standard, as defined therein.
Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test or covenant contained in this Agreement with respect to any period during which any Specified Transaction occurs, the Maintenance Leverage Ratio, the Total Leverage Ratio and the Interest Coverage Ratio shall be calculated with respect to such period and such Specified Transaction on a Pro-Forma Basis.
Section 1.04    Rounding. Any financial ratios required to be maintained by any Group Company 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 1.05    References to Agreements and Laws. Unless otherwise expressly provided herein, (i) references to Organization Documents, agreements (including the Loan Documents) and other contractual

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instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (ii) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.
Section 1.06    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 1.07    Letter of Credit Amounts. Unless otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or the L/C Documents related thereto, whether or not such maximum face amount is in effect at such time.
Section 1.08    Classes and Types of Borrowings. The term “Borrowing” denotes the aggregation of Loans of one or more Lenders made to the Borrower pursuant to ARTICLE II on the same date, all of which Loans are of the same Class and Type (subject to ARTICLE III) and, except in the case of Base Rate Loans, have the same initial Interest Period. Loans hereunder are distinguished by “Class” and “Type.” The “Class” of a Loan (or of a Commitment to make such a Loan or of a Borrowing comprised of such Loans) refers to whether such Loan is a Dollar Revolving Loan, Foreign Currency Revolving Loan, New Revolving Loan, Term A Loan, Term B Loan, Incremental Term Loan, Extended Revolving Commitments or Extended Term Loans. The “Type” of a Loan refers to whether such Loan is a Eurodollar Loan or a Base Rate Loan. Identification of a Loan (or a Borrowing) by both Class and Type (e.g., a “Term B Eurodollar Loan”) indicates that such Loan is a Loan of both such Class and such Type (e.g., both a Term B Loan and a Eurodollar Loan) or that such Borrowing is comprised of such Loans.
Section 1.09    Exchange Rates.
(a)    Not later than 1:00 p.m. on each Calculation Date, the Administrative Agent shall (i) determine the Exchange Rate as of such Calculation Date with respect to any Approved Foreign Currency and (ii) give written notice thereof to the Lenders and the Borrower. The Exchange Rate so determined shall become effective on the first Business Day immediately following the relevant Calculation Date (a “Reset Date”) or other date of determination, shall remain effective until the next succeeding Reset Date, and shall for purposes of this Agreement (other than Section 10.22 or any other provision expressly requiring the use of a current Exchange Rate) be the Exchange Rates employed in converting any amounts between Dollars and an Approved Foreign Currency.
(b)    Not later than 5:00 p.m. on each Reset Date and on each date on which Foreign Currency Loans are made or Approved Foreign Currency Letters of Credit are issued, the Administrative Agent shall (i) determine the aggregate amount of the Dollar Equivalent of the Outstanding Amount of all Dollar Revolving Loans, Swing Line Loans and L/C Obligations, Foreign Currency Sublimits and the Maximum Foreign Currency Sublimit then outstanding (after giving effect to all Revolving Loans repaid and all reimbursements of L/C Disbursements made, and all Refunded Swing Line Loans paid concurrently with the making of any Revolving Loans) and (ii) notify the Lenders and the Borrower of the results of such determination.
Section 1.10    Certain Determinations. For purposes of determining compliance with any of the covenants set forth in ARTICLE VII (including in connection with any Incremental Facility), but subject to any limitation expressly set forth therein, as applicable, at any time (whether at the time of incurrence or thereafter), if any Lien, Investment, Indebtedness, Asset Disposition, Restricted Payment, Affiliate transaction, prepayment, redemption or any other transaction meets the criteria of more than one of the categories permitted pursuant to ARTICLE VII (including in connection with any Incremental Facility), as applicable, the Borrower may, in its sole discretion, determine under which category all or a portion of such Lien, Investment, Indebtedness, Asset Disposition, Restricted Payment, Affiliate transaction, prepayment, redemption or any other transaction (or, in each case, any portion thereof) is permitted or to be applied; provided that the Borrower may not reclassify any Indebtedness incurred pursuant to Section 7.01(ii) or Section 7.01(xv) or Liens incurred pursuant to Section 7.02(ii) following the Closing Date; provided, further, that the Borrower may not reclassify Indebtedness incurred under Section 7.01(xvi), Investments made under Section 7.06(a)(xv) or Restricted Payments paid under Section 7.07(vii)

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to the extent that such Indebtedness, Investments and Restricted Payments, as the case may be, could not have been incurred, made or paid under such clauses on the date of the incurrence of such Indebtedness, the making of such Investment or payment of such Restricted Payment, as the case may be.
Section 1.11    Amendment and Restatement of Predecessor Credit Agreement; Effect on Predecessor Credit Agreement.
(a)    Subject to the terms and conditions set forth in this Agreement, effective as of the date hereof, the Predecessor Credit Agreement is hereby amended and restated in its entirety without any novation thereof. It is expressly understood and agreed by each of the parties hereto that (i) the “Finance Obligations” (as such term is defined in this Agreement) mean and include all “Finance Obligations” (as such term is defined in the Predecessor Credit Agreement) outstanding or otherwise existing on and as of the date hereof after giving effect to the Transactions (such Finance Obligations being herein referred to as the “Original Financing Obligations”); (ii) the Original Financing Obligations shall be payable hereafter in accordance with the respective terms and provisions hereof; and (iii) this Agreement (1) merely re-evidences, ratifies and confirms the Original Financing Obligations and (2) is in no way intended and shall not be deemed or construed to constitute a novation of the Predecessor Credit Agreement.
(b)    All indemnification obligations of each party pursuant to the Predecessor Credit Agreement arising as a result of a third party claim (including any such claim arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Predecessor Credit Agreement pursuant to this Agreement. On and after the date of this Agreement, each reference in the Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or similar words referring to the “Credit Agreement” shall mean and be a reference to this Agreement.
Section 1.12    Reaffirmation of Predecessor Loan Documents. The Borrower in its capacity under the Predecessor Credit Agreement and each of the other “Loan Documents” (as such term is defined in the Predecessor Credit Agreement, and herein referred to as the “Predecessor Loan Documents”) to which the Borrower is a party (including the respective capacities of accommodation party, assignor, grantor, guarantor, indemnitor, mortgagor, obligor and pledgor, as applicable, and each other similar capacity, if any, in which the Borrower granted Liens on all or any part of its properties and assets, or otherwise acted as an accommodation party, guarantor, indemnitor or surety with respect to all or any part of the Original Financing Obligations), hereby (i) agrees that, except as otherwise expressly set forth herein, the terms and provisions hereof shall not affect in any way any payment, performance, observance or other obligations or liabilities of the Borrower hereunder or under any of the other Predecessor Loan Documents, all of which obligations and liabilities are hereby ratified, confirmed and reaffirmed in all respects, and (ii) to the extent the Borrower has granted Liens on any of its properties or assets pursuant to any of the Predecessor Loan Documents to secure the payment, performance and/or observance of all or any part of the Original Financing Obligations, acknowledges, ratifies, confirms and reaffirms such grant of Liens, and acknowledges and agrees that all of such Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Finance Obligations under and as defined in this Agreement as hereafter amended, restated, amended and restated, supplemented and otherwise modified and in effect from time to time.
Section 1.13    Additional Approved Currencies.
(a)    The Borrower may from time to time request that Letters of Credit be issued in a currency other than those specifically listed in the definition of “Approved Currency”; provided that such requested currency is a lawful currency that is readily transferable and readily convertible into Dollars in the London interbank market. Such request shall be subject to the approval of the Administrative Agent and the applicable L/C Issuer.
(b)    Any such request shall be made to the Administrative Agent not later than 11:00 a.m., five (5) Business Days prior to the date of the desired issuance of a Letter of Credit (or such other time or date as may be agreed by the Administrative Agent and the applicable L/C Issuer in their sole discretion). The Administrative Agent shall also promptly notify the applicable L/C Issuer thereof. The applicable L/C Issuer shall notify the

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Administrative Agent, not later than 11:00 a.m., two Business Days after receipt of such request whether it consents, in its sole discretion, to the issuance of Letters of Credit in such requested currency.
(c)    Any failure by an L/C Issuer to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such L/C Issuer to permit Letters of Credit to be issued in such requested currency. If the Administrative Agent and the applicable L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and such currency shall thereupon be deemed for all purposes to be an Approved Currency hereunder 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 1.13, the Administrative Agent shall promptly so notify the Borrower.
ARTICLE II    
THE CREDIT FACILITIES
Section 2.01    Commitments to Lend.
(a)    Revolving Loans. Each Revolving Lender severally agrees, on the terms and subject to the conditions set forth in this Agreement, to (i) make Dollar Revolving Loans to the Borrower pursuant to this Section 2.01(a) from time to time during the Availability Period for Revolving Loans in amounts such that its Revolving Outstandings shall not exceed (after giving effect to all Revolving Loans repaid and all reimbursements of L/C Disbursements made, and all Refunded Swing Line Loans paid concurrently with the making of any Revolving Loans) its Revolving Commitment; provided that, immediately after giving effect to each such Dollar Revolving Loan, (x) the aggregate Revolving Outstandings shall not exceed the Revolving Committed Amount and (y) with respect to each Revolving Lender individually, such Lender’s outstanding Revolving Loans plus its Participation Interests in outstanding Swing Line Loans (other than the Swing Line Lender’s in its capacity as such) plus its Participation Interests in outstanding L/C Obligations (other than an L/C Issuer’s in its capacity as such) shall not exceed such Lender’s Revolving Commitment Percentage of the Revolving Committed Amount and (ii) make Foreign Currency Revolving Loans to the Borrower pursuant to this Section 2.01(a) from time to time during the Availability Period in amounts such that each Lender’s Foreign Currency Revolving Loans shall not (after giving effect to all Revolving Loans repaid, all reimbursements of L/C Disbursements made, and all Refunded Swing Line Loans paid concurrently with the making of any Revolving Loans) exceed such Lender’s Foreign Currency Sublimit; provided that immediately after giving effect to any Foreign Currency Revolving Loan, the aggregate Foreign Currency Revolving Outstandings shall not exceed the Maximum Foreign Currency Sublimit. Each Revolving Borrowing comprised of Dollar denominated Eurodollar Loans shall be in an aggregate principal amount of $1,000,000 or any larger multiple of $500,000, each Revolving Borrowing comprised of Dollar denominated Base Rate Loans shall be in an aggregate principal amount of $500,000 or any larger multiple of $100,000 and each Revolving Loan comprised of Foreign Currency Revolving Loans shall be in an aggregate principal amount of €1,000,000 or any larger multiple of €500,000 (except that any such Borrowing may be in the aggregate amount of the unused Revolving Commitments and any L/C Borrowing may be in the aggregate amount of any outstanding Unreimbursed Amounts owed to one or more L/C Issuers as provided in Section 2.05(e)(iv)) and shall be made from the several Revolving Lenders ratably in proportion to their respective Revolving Commitments. Within the foregoing limits, the Borrower may borrow under this Section 2.01(a), repay, or, to the extent permitted by Section 2.09, prepay, Revolving Loans and reborrow under this Section 2.01(a).
(b)    Term Loans.
(i)    Each Term A Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Term A Loans to the Borrower on the Closing Date in an aggregate principal amount not exceeding its Term A Commitment. The Term A Commitments are not revolving in nature, and amounts repaid or prepaid prior to the Term A Maturity Date may not be reborrowed.
(ii)    Each Term B Lender severally agrees, on the terms and conditions set forth in this Agreement, to make Term B Loans to the Borrower on the Closing Date in an aggregate principal amount not exceeding its Term B

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Commitment. The Term B Commitments are not revolving in nature, and amounts repaid or prepaid prior to the Term B Maturity Date may not be reborrowed.
(c)    Swing Line Loans.
(i)    The Swing Line Lender agrees, on the terms and subject to the conditions set forth herein and in the other Loan Documents and, subject to Section 2.17(a)(vi), to make a portion of the Revolving Commitments available to the Borrower from time to time during the Availability Period by making loans in Dollars or Euro to the Borrower (each such loan, a “Swing Line Loan” and, collectively, the “Swing Line Loans”); provided that (A) the aggregate principal amount of the Swing Line Loans outstanding at any one time shall not exceed the Swing Line Committed Amount, (B) with respect to each Lender individually, such Lender’s outstanding Revolving Loans plus its Participation Interests in outstanding Swing Line Loans (other than the Swing Line Lender in its capacity as such) plus its Participation Interests in outstanding L/C Obligations (other than an L/C Issuer’s in its capacity as such) shall not at any time exceed such Lender’s Revolving Commitment Percentage of the Revolving Committed Amount, (C) with respect to the Revolving Lenders collectively, the sum of the aggregate principal amount of Swing Line Loans outstanding plus the aggregate amount of Revolving Loans outstanding plus the aggregate amount of L/C Obligations outstanding shall not exceed the Revolving Committed Amount, (D) the Swing Line Committed Amount shall not exceed the aggregate of the Revolving Commitments then in effect, (E) with respect to each Lender individually, such Lender’s outstanding Foreign Currency Revolving Loans plus its Participation Interests in outstanding Foreign Currency Swing Line Loans (other than the Swing Line Lender in its capacity as such) plus its outstanding Euro L/C Obligations (other than an L/C Issuer’s in its capacity as such) shall not at any time exceed such Lender’s Foreign Currency Sublimit and (F) with respect to the Revolving Lenders collectively, the sum of the aggregate principal amount of Foreign Currency Swing Line Loans outstanding plus the aggregate amount of the Foreign Currency Revolving Loans outstanding plus the aggregate amount of the Euro L/C Obligations outstanding shall not exceed the Maximum Foreign Currency Sublimit. Swing Line Loans denominated in Dollars shall be made and maintained as Base Rate Loans and Foreign Currency Swing Line Loans shall be made and maintained as Eurodollar Loans and shall bear interest at EURIBOR plus the Applicable Margin for Eurodollar Revolving Loans. Swing Line Loans may be repaid and reborrowed in accordance with the provisions hereof prior to the Swing Line Termination Date. Swing Line Loans may be made notwithstanding the fact that such Swing Line Loans, when aggregated with the Swing Line Lender’s other Revolving Outstandings, exceeds its Revolving Commitment. The proceeds of a Swing Line Borrowing may not be used, in whole or in part, to refund any prior Swing Line Borrowing.
(ii)    The principal amount of all Swing Line Loans shall be due and payable on the earliest of (A) the maturity date agreed to by the Swing Line Lender and the Borrower with respect to such Swing Line Loan (which maturity date shall not be more than seven Business Days from the date of advance thereof), (B) at the request of the Swing Line Lender, the last day of the current calendar quarter, (C) the Swing Line Termination Date, (D) the occurrence of any proceeding with respect to the Borrower under any Debtor Relief Law or (E) the acceleration of any Loan or the termination of the Revolving Commitments pursuant to Section 8.02.
(iii)    With respect to any Swing Line Loans that have not been voluntarily prepaid by the Borrower or paid by the Borrower when due under clause (ii) above, the Swing Line Lender (by request to the Administrative Agent) or the Administrative Agent at any time may, and shall at any time Swing Line Loans in an amount of (x) $1,000,000, in the case of Dollar denominated Swing Line Loans or (y) € 1,000,000 in the case of Foreign Currency Swing Line Loans shall have been outstanding for more than seven days, on one Business Day’s notice, require each Revolving Lender, including the Swing Line Lender, and each such Lender hereby agrees, subject to the provisions of this Section 2.01(c), to make a Revolving Loan (which with respect to Dollar denominated Swing Line Loans shall be initially funded as a Base Rate Loan and with respect to Foreign Currency Swing Line Loans shall be funded as a Foreign Currency Loan) in an amount equal to such Lender’s Revolving Commitment Percentage or Foreign Currency Ratable Portion, as applicable, of the amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date notice is given.
(iv)    In the case of Revolving Loans made by Lenders other than the Swing Line Lender under clause (iii) above, each such Revolving Lender shall make the amount of its Revolving Loan available to the

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Administrative Agent, in same day funds in the Approved Currency in which such Swing Line Loan was made, at the Administrative Agent’s Office, not later than (x) 1:00 P.M. with respect to Dollar denominated Swing Line Loans or (y) 11:00 A.M., London time with respect to Foreign Currency Swing Line Loans, in each case on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately delivered to the Swing Line Lender (and not to the Borrower) and applied to repay the Refunded Swing Line Loans. On the day such Revolving Loans are made, the Swing Line Lender’s Revolving Commitment Percentage of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the Swing Line Lender and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall instead be outstanding as Revolving Loans. With respect to Dollar denominated Swing Line Loans only, the Borrower authorizes the Administrative Agent and the Swing Line Lender to charge the Borrower’s account with the Administrative Agent (up to the amount available in such account) in order to pay immediately to the Swing Line Lender the amount of such Refunded Swing Line Loans to the extent amounts received from the Revolving Lenders, including amounts deemed to be received from the Swing Line Lender, are not sufficient to repay in full such Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered by or on behalf of the Borrower from the Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Revolving Lenders in the manner contemplated by Section 2.13.
(v)    A copy of each notice given by the Swing Line Lender pursuant to this Section 2.01(c) shall be promptly delivered by the Swing Line Lender to the Administrative Agent and the Borrower. Upon the making of a Revolving Loan by a Revolving Lender pursuant to this Section 2.01(c), the amount so funded shall no longer be owed in respect of its Participation Interest in the related Refunded Swing Line Loans.
(vi)    If as a result of any proceeding under any Debtor Relief Law, Revolving Loans are not made pursuant to this Section 2.01(c) sufficient to repay any amounts owed to the Swing Line Lender as a result of a nonpayment of outstanding Swing Line Loans, each Revolving Lender agrees to purchase, and shall be deemed to have purchased, a participation in such outstanding Swing Line Loans in an amount equal to its Revolving Commitment Percentage or Foreign Currency Ratable Portion, as applicable, of the unpaid amount together with accrued interest thereon. Upon one Business Day’s notice from the Swing Line Lender, each Revolving Lender shall deliver to the Swing Line Lender an amount in Dollars equal to the Dollar Equivalent of its respective Participation Interest in such Swing Line Loans in same day funds at the office of the Swing Line Lender specified or referred to in Section 10.02. In order to evidence such Participation Interest each Revolving Lender agrees to enter into a participation agreement at the request of the Swing Line Lender in form and substance reasonably satisfactory to all parties. On such date, any Foreign Currency Swing Line Loans shall, without further action or notice being required, be converted to and become denominated in Dollars in an amount equal to the Dollar Equivalent of the amount thereof on such date. In the event any Revolving Lender fails to make available to the Swing Line Lender the amount of such Revolving Lender’s Participation Interest as provided in this Section 2.01(c)(vi), the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the customary rate set by the Swing Line Lender for correction of errors among banks in New York City for one Business Day and thereafter at the Base Rate plus the then Applicable Margin for Base Rate Loans.
(vii)    Each Revolving Lender’s obligation to make Revolving Loans pursuant to clause (iv) above and to purchase Participation Interests in outstanding Swing Line Loans pursuant to clause (vi) above shall be absolute and unconditional and shall not be affected by any circumstance, including (without limitation) (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender or any other Person may have against the Swing Line Lender, the Borrower, Holdings or any other Loan Party, (ii) the occurrence or continuance of a Default or an Event of Default or the termination or reduction in the amount of the Revolving Commitments after any such Swing Line Loans were made, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person, (iv) any breach of this Agreement or any other Loan Document by the Borrower or any other Lender, (v) whether any condition specified in ARTICLE IV is then satisfied or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the forgoing. If such Lender does not pay such amount forthwith upon the Swing Line Lender’s demand therefor, and until such time as such Lender makes the required payment, the Swing Line Lender shall be deemed to continue to have outstanding Swing Line

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Loans in the amount of such unpaid Participation Interest for all purposes of the Loan Documents other than those provisions requiring the other Lenders to purchase a participation therein. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, and any other amounts due to it hereunder to the Swing Line Lender to fund Swing Line Loans in the amount of the Participation Interest in Swing Line Loans that such Lender failed to purchase pursuant to Section 2.01(c)(vi) until such amount has been purchased (as a result of such assignment or otherwise).
(viii)    If the maturity date shall have occurred in respect of any tranche of Revolving Commitments at a time when a tranche or tranches of Extended Revolving Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.05(p)), there shall exist sufficient unutilized Extended Revolving Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity date.
Section 2.02    Notice of Borrowings.
(a)    Borrowings Other Than L/C Borrowings. Except in the case of Swing Line Loans and L/C Borrowings, the Borrower shall give the Administrative Agent a Notice of Borrowing not later than (x) with respect to Loans denominated in Dollars, 1:00 P.M. on (i) the Business Day immediately preceding each Base Rate Borrowing and (ii) the third Business Day before each Eurodollar Borrowing and (y) in the case of Foreign Currency Revolving Loans, not later than 11:00 A.M., London time, four Business Days before the date of the proposed borrowing (unless the Borrower wishes to request an Interest Period for such Borrowing other than one, two, three or six months in duration as provided in the definition of “Interest Period,” in which case the Borrower shall give such notice on the fourth Business Day (or fifth Business Day with respect to Foreign Currency Revolving Loans) before each such Eurodollar Borrowing), specifying:
(i)    the date of such Borrowing, which shall be a Business Day;
(ii)    the aggregate amount and Approved Currency of such Borrowing;
(iii)    the Class and initial Type of the Loans comprising such Borrowing; provided all Foreign Currency Revolving Loans shall be Eurodollar Loans;
(iv)    in the case of a Eurodollar Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period and to Section 2.06(a); and
(v)    the location (which must be in the United States) and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.03.
If no election as to the Type of Loans is specified with respect to Dollar denominated Loans, then the requested Borrowing shall be for Base Rate Loans. The Borrower shall not be permitted to elect Base Rate for any Foreign Currency Revolving Loan. If the duration of the initial Interest Period is not specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an initial Interest Period of one month, subject to the provisions of the definition of Interest Period and to Section 2.06(a).
(b)    Swing Line Borrowings. The Borrower shall request a Swing Line Loan by written notice (or telephone notice promptly confirmed in writing) substantially in the form of Exhibit A-4 hereto (a “Swing Line Loan Request”) to the Swing Line Lender and the Administrative Agent not later than 1:30 P.M. (New York time), in the

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case of Dollar denominated Swing Line Loans, and 10:00 A.M. (London time), in the case of Foreign Currency Swing Line Loans, on the Business Day of the requested Swing Line Loan. Each such notice shall be irrevocable and shall specify (i) that a Swing Line Loan is requested, (ii) the date of the requested Swing Line Loan (which shall be a Business Day) and (iii) the principal amount and currency of the Swing Line Loan requested. Each Swing Line Loan denominated in Dollars shall be made as a Base Rate Loan and each Swing Line Loan denominated in Euro shall be made as a Eurodollar Loan and, subject to Section 2.01(c)(ii), each Swing Line Loan shall have such maturity date as agreed to by the Swing Line Lender and the Borrower upon receipt by the Swing Line Lender of the Swing Line Loan Request from the Borrower.
(c)    L/C Borrowings. Each L/C Borrowing shall be made as specified in Section 2.05(e)(iv) without the necessity of a Notice of Borrowing.
Section 2.03    Notice to Lenders; Funding of Loans.
(a)    Notice to Lenders. If the Borrower has requested an Interest Period of 12 months or less than one month in duration, the Administrative Agent shall give prompt notice of such request to the Lenders having Commitments of the applicable Class and determine whether the requested Interest Period is acceptable to all of them. Not later than (x) with respect to Loans denominated in Dollars, 2:00 p.m. on the third Business Day before the requested date of such a Eurodollar Borrowing and (y) in the case of Foreign Currency Revolving Loans, not later than 11:00 a.m., London time, on the fourth Business Day before the requested date of the proposed borrowing of such Foreign Currency Revolving Loan, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of such Lender’s ratable share (if any) of the Borrowing referred to therein, and such Notice of Borrowing shall not thereafter be revocable by the Borrower.
(b)    Funding of Loans.
(i)    Not later than 3:00 p.m., or, with respect to any Foreign Currency Revolving Loan, at the place and time specified by the Administrative Agent from time to time, on the date of each Borrowing (other than a Swing Line Borrowing and a L/C Borrowing), each Lender participating therein shall make available its share of such Borrowing, in Federal or other immediately available funds, to the Administrative Agent at the Administrative Agent’s Office. Unless the Administrative Agent determines that any applicable condition specified in ARTICLE IV has not been satisfied, the Administrative Agent shall make the funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of JPMCB with the amount of such funds or (ii) in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, wire transfer of such funds to such other account as may be specified for such purpose from time to time by the Borrower to the Administrative Agent or as may have been otherwise specified by the Borrower in the applicable Notice of Borrowing or, if a Borrowing shall not occur on such date because any condition precedent herein shall not have been met, promptly return the amounts received from the Lenders in like funds, without interest.
(ii)    Not later than 3:00 P.M., or, with respect to any Foreign Currency Swing Line Loan, at the place and time specified by the Administrative Agent from time to time, on the date of each Swing Line Borrowing, the Swing Line Lender shall, unless the Administrative Agent shall have notified the Swing Line Lender that any applicable condition specified in ARTICLE IV has not been satisfied, make available the amount of such Swing Line Borrowing, in Federal or other immediately available funds, to the Borrower at the Swing Line Lender’s address referred to in Section 10.02..
(iii)    Not later than 3:00 p.m., or, with respect to any Approved Foreign Currency Letters of Credit, at the place and time specified by the Administrative Agent from time to time, on the date of each L/C Borrowing, each Revolving Lender shall make available its share of such Borrowing, in Federal or other immediately available funds, to the Administrative Agent at the Administrative Agent’s Office. Unless the Administrative Agent determines that any applicable condition specified in ARTICLE IV has not been satisfied (other than the delivery of a Notice of

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Borrowing), the Administrative Agent shall remit the funds so received to the L/C Issuer which has issued Letters of Credit having outstanding Unreimbursed Amounts as contemplated by Section 2.05(e)(v).
(c)    Funding by the Administrative Agent in Anticipation of Amounts Due from the Lenders. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsection (b) of this Section 2.03, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such share available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount, together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.06, in the case of the Borrower, and (ii) the Federal Funds Rate, in the case of such Lender. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Loan included in such Borrowing for purposes of this Agreement.
(d)    Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans and to purchase Participation Interests in Letters of Credit and Swing Line Loans are several and not joint. Other than as expressly provided herein with respect to a Defaulting Lender, the failure of any Lender to make a Loan required to be made by it as part of any Borrowing hereunder or to fund any Participation Interest shall not relieve any other Lender of its obligation, if any, hereunder to make any Loan on the date of such Borrowing or fund any such Participation Interest, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on such date of Borrowing or fund its Participation Interest.
Section 2.04    Evidence of Loans.
(a)    Lender Accounts. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness 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. Each Lender may make any Credit Extension to the Borrower through any Applicable Lending Office; provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement.
(b)    Administrative Agent Records. The Administrative Agent shall maintain accounts in which it will record (i) the amount and Approved Currency of each Loan made hereunder, the Class and Type of each Loan made and the Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof.
(c)    Evidence of Indebtedness. The entries made in the accounts maintained pursuant to subsections (a) and (b) of this Section 2.04 shall be prima facie evidence absent demonstrable error of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans in accordance with their terms.
(d)    Notes. Notwithstanding any other provision of this Agreement, if any Lender shall request and receive a Note or Notes as provided in Section 10.07 or otherwise, then the Loans of such Lender shall be evidenced by a single Revolving Note, Term A Note or Term B Note, as applicable, in each case, substantially in the form of Exhibit B-1, B-2 or B-3, as applicable, payable to the order of such Lender for the account of its Applicable Lending Office in an amount equal to the aggregate unpaid principal amount of such Lender’s Revolving Loans, Term A Loans or Term B Loans, as applicable. If requested by the Swing Line Lender, the Swing Line Loans shall be evidenced by a single Swing Line Note (“Swing Line Note”), substantially in the form of Exhibit B-4, payable to the

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order of the Swing Line Lender in an amount equal to the aggregate unpaid principal amount of the Swing Line Loans.
(e)    Note Endorsements. Each Lender having one or more Notes shall record the date, amount, Class and Type of each Loan made by it and the date and amount of each payment of principal made by the Borrower with respect thereto, and may, if such Lender so elects in connection with any permitted transfer or enforcement of any Note, endorse on the reverse side or on the schedule, if any, forming a part thereof appropriate notations to evidence the foregoing information with respect to each outstanding Loan evidenced thereby; provided that the failure of any Lender to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under any such Note. Each Lender is hereby irrevocably authorized by the Borrower so to endorse each of its Notes and to attach to and make a part of each of its Notes a continuation of any such schedule as and when required.
Section 2.05    Letters of Credit.
(a)    Issuance of Letters of Credit. Subject to the terms and conditions set forth herein, (i) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.05, (A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Dollar Letters of Credit and Approved Foreign Currency Letters of Credit for the account, and upon the request, of the Borrower or one or more of its Restricted Subsidiaries and in support of (x) trade obligations of the Borrower and/or its Restricted Subsidiaries, which shall be payable at sight in Dollars or the Approved Foreign Currency, as applicable (each such letter of credit, a “Trade Letter of Credit” and collectively, the “Trade Letters of Credit”) and (y) such other obligations of the Borrower incurred for its general corporate purposes (each such letter of credit, a “Standby Letter of Credit” and collectively, the “Standby Letters of Credit”), and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (c) below, and (B) to honor drawings under its Letters of Credit, and (ii) each Revolving Lender severally agrees to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawing thereunder in accordance with the provisions of subsection (e) below; provided that, immediately after each Letter of Credit is issued, (i) the aggregate amount of the L/C Obligations shall not exceed the L/C Sublimit (or, in the sole discretion of the applicable L/C Issuer, the Extended L/C Sublimit), (ii) the Revolving Outstandings shall not exceed the Revolving Committed Amount, (iii) the Foreign Currency Revolving Outstandings shall not exceed the Maximum Foreign Currency Sublimit, (iv) with respect to each individual Revolving Lender, the aggregate outstanding principal amount of such Revolving Lender’s Revolving Loans plus its Participation Interests in outstanding L/C Obligations (other than an L/C Issuer in its capacity as such) plus its Participation Interests in outstanding Swing Line Loans (other than the Swing Line Lender’s in its capacity as such) shall not exceed such Revolving Lender’s Revolving Commitment Percentage of the Revolving Committed Amount and (v) with respect to each individual Revolving Lender, the aggregate outstanding principal amount of such Revolving Lender’s Foreign Currency Revolving Loans plus its Participation Interests in outstanding L/C Obligations denominated in an Approved Foreign Currency (other than an L/C Issuer in its capacity as such) plus its Participation Interests in outstanding Foreign Currency Swing Line Loans (other than the Swing Line Lender’s in its capacity as such) shall not exceed such Revolving Lender’s Foreign Currency Sublimit. Each request by the Borrower or a Restricted Subsidiary for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower and such Restricted Subsidiary that the issuance or amendment of such Letter of Credit complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the period specified in clause (i)(A) above, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.
(b)    Certain Limitations on Issuances of Letters of Credit.
(i)    No L/C Issuer shall issue any Letter of Credit, if (A) subject to subsection (c) below with respect to Auto-Extension Letters of Credit, the expiry date of such requested Letter of Credit would occur more than twelve months (or 24 months for Letters of Credit having an aggregate stated or face amount not exceeding (x) $5,000,000 in the case of Dollar Letters of Credit, (y) €5,000,000, in the case of Euro Letters of Credit or (z) an amount agreed between the Borrower and the applicable L/C Issuer, in the case of Approved Foreign Currency Letters of Credit

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(other than Euro Letters of Credit), in each case at any time outstanding) after the date of issuance or last extension, unless the Required Revolving Lenders have approved such expiry date, (B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (x) all the Lenders have approved such expiry date or (y) such Letter of Credit is Cash Collateralized or back stopped on terms and pursuant to an arrangement reasonably satisfactory to the L/C Issuer or (C) such Letter of Credit is to be used for any purpose other than for its general corporate purposes unless the Required Revolving Lenders have consented thereto.
(ii)    No L/C Issuer shall be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having a force of Law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer in good faith deems material to it; (B) the issuance of such Letter of Credit shall violate any Laws or one or more policies of such L/C Issuer; (C) except as otherwise agreed by the Administrative Agent and the applicable L/C Issuer, such Letter of Credit is in an initial face amount the Dollar Equivalent of which is less than $100,000, in the case of a Trade Letter of Credit, or $250,000, in the case of a Standby Letter of Credit; (D) such Letter of Credit is to be denominated in a currency other than an Approved Currency; or (E) a default of any Revolving Lender’s obligations to fund under subsection (e)(iv) or (vi) below exists or any Revolving Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into satisfactory arrangements with the Borrower or such Revolving Lender to eliminate the L/C Issuer’s risk with respect to such Revolving Lender.
(iii)    No L/C Issuer shall amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.
(iv)    No L/C Issuer shall be under any obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(c)    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 the Borrower delivered to the applicable L/C Issuer (with a copy to the Administrative Agent) substantially in the form of Exhibit A-3 hereto (a “Letter of Credit Request”), appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Request must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Request shall specify in form and detail reasonably satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and Approved Currency thereof; (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; and (G) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Request shall specify in form and detail satisfactory to the L/C Issuer: (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may require. If requested by the applicable L/C Issuer, the Borrower shall also submit a letter of credit application on such L/C Issuer’s standard form in connection with any request for the issuance or amendment of a Letter of Credit. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any L/C Documents, as the L/C Issuer or the Administrative Agent may require.

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(ii)    Promptly after receipt of any Letter of Credit Request, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Request from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Revolving Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in ARTICLE IV shall not then be satisfied, then, subject to the terms and conditions thereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices.
(iii)    If the Borrower so requests in any applicable Letter of Credit Request, the L/C Issuer may, in its sole and absolute 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 the L/C Issuer to prevent any such extension at least once in each twelve-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-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to a date not later than the Letter of Credit Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of subsection (b)(i) or (ii) above or otherwise) or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (x) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (y) from the Administrative Agent, any Revolving Lender or any Loan Party that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.
(iv)    If any Letter of Credit contains provisions providing for automatic reinstatement of the stated amount after any drawing thereunder, (A) unless otherwise directed by the L/C Issuer to permit such reinstatement, and (B) the Administrative Agent and the Revolving Lenders hereby authorize and direct the L/C Issuer to permit such automatic reinstatement, whether or not a Default then exists, unless the L/C Issuer has received a notice (which may be by telephone or in writing) on or before the date that is two Business Days before the reinstatement date from the Administrative Agent, the Required Revolving Lenders or any Loan Party that one or more of the applicable conditions specified in Section 4.02 is not then satisfied and directing the L/C Issuer to cease permitting such automatic reinstatement of such Letter of Credit.
(v)    Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(d)    Purchase and Sale of Letter of Credit Participations. Immediately upon the issuance by an L/C Issuer of an Letter of Credit, such L/C Issuer shall be deemed, without further action by any party hereto, to have sold to each Revolving Lender, and each Revolving Lender shall be deemed, without further action by any party hereto, to have purchased from such L/C Issuer, without recourse or warranty, an undivided participation interest in such Letter of Credit and the related L/C Obligations in the proportion its Revolving Commitment Percentage bears to the Revolving Committed Amount (although any fronting fee payable under Section 2.11 shall be payable directly to the Administrative Agent for the account of the applicable L/C Issuer, and the Lenders (other than such L/C Issuer) shall have no right to receive any portion of any such fronting fee) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Commitments pursuant to Section 10.07 or as otherwise adjusted from time to time in accordance with this Agreement, there shall be an automatic adjustment to the Participation Interests in all outstanding Letters of Credit and all L/C Obligations to reflect the adjusted Revolving

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Commitments of the assigning and assignee Lenders or of all Lenders having Revolving Commitments, as the case may be.
(e)    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 L/C Issuer shall notify the Borrower and the Administrative Agent thereof and shall determine in accordance with the terms of such Letter of Credit whether such drawing should be honored. If the L/C Issuer determines that any such drawing shall be honored, such L/C Issuer shall make available to such beneficiary in accordance with the terms of such Letter of Credit the amount of the drawing and shall notify the Borrower and the Administrative Agent as to the amount to be paid as a result of such drawing and the payment date (each such date, an “Honor Date”).
(ii)    The Borrower shall be irrevocably and unconditionally obligated forthwith to reimburse each L/C Issuer through the Administrative Agent for any amounts paid by such L/C Issuer upon any drawing under any Letter of Credit (in the Approved Currency in which such Letter of Credit is issued), together with any and all reasonable charges and expenses which the L/C Issuer may pay or incur relative to such drawing calculated as of the date such L/C Issuer paid such amounts or paid or incurred such charges or expenses. Such reimbursement payment shall be due and payable at or before (x) 1:00 p.m., New York City time, with respect to Dollar Letters of Credit or (y) 11:00 a.m., London time with respect to Approved Foreign Currency Letters of Credit, in each case two Business Days after the Honor Date; provided that no payment otherwise required by this sentence to be made by the Borrower at or before (x) 1:00 p.m., New York City time, with respect to Dollar Letters of Credit or (y) 11:00 a.m., London time with respect to Approved Foreign Currency Letters of Credit, in each case on any day shall be overdue hereunder if arrangements for such payment by virtue of a Borrowing of Revolving Loans or other arrangements satisfactory to the applicable L/C Issuer, in its reasonable discretion, shall have been made by the Borrower at or before (x) 1:00 P.M., New York City time, with respect to Dollar Letters of Credit or (y) 11:00 a.m., London time with respect to Approved Foreign Currency Letters of Credit, in each case on such day and such payment is actually made at or before (x) 3:00 p.m., New York City time, with respect to Dollar Letters of Credit or (y) 12:00 p.m., London time with respect to Approved Foreign Currency Letters of Credit, in each case on such day. In addition, the Borrower agrees to pay to the L/C Issuer interest in the Approved Currency in which the Letter of Credit giving rise to such interest is issued, payable on demand, on any and all amounts not paid by the Borrower to the L/C Issuer when due under this subsection (e)(ii), for each day from and including the date when such amount becomes due to but excluding the date such amount is paid in full, whether before or after judgment, at a rate per annum equal to the sum of 2% plus the rate applicable to Revolving Base Rate Loans for such day. Each reimbursement and other payment to be made by the Borrower pursuant to this clause (ii) shall be made to the L/C Issuer in Federal or other funds immediately available to it at its address referred to in Section 10.02.
(iii)    Subject to the satisfaction of all applicable conditions set forth in ARTICLE IV, the Borrower may, at its option, utilize the Swing Line Commitment or the Revolving Commitments, or make other arrangements for payment satisfactory to the L/C Issuer, for the reimbursement of all L/C Disbursements as required by clause (ii) above.
(iv)    With respect to any L/C Disbursement that have not been reimbursed by the Borrower when due under clauses (ii) and (iii) above (an “Unreimbursed Amount”), the Administrative Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the Unreimbursed Amount and the amount of such Revolving Lender’s pro-rata share thereof such Revolving Lender’s pro-rata share of such unreimbursed L/C Disbursement (determined by the proportion its Revolving Commitment Percentage bears to the aggregate Revolving Committed Amount). In such event, the Borrower shall be deemed to have requested a Borrowing (a “L/C Borrowing”) of Dollar denominated Revolving Base Rate Loans to be disbursed on the Honor Date in an aggregate amount equal to the Dollar Equivalent of the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.01(a), but subject to the amount of the unutilized portion of the Revolving Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Notice of Borrowing), and each such Revolving Lender hereby agrees to make a Revolving Loan (which shall be initially funded as a Dollar denominated Base Rate Loan) in an amount equal to such Lender’s Revolving Commitment Percentage of the Dollar Equivalent of the

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Unreimbursed Amount outstanding on the date notice is given. Any such notice given by a L/C Issuer or the Administrative Agent given pursuant to this clause (iv) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
(v)    Each Revolving Lender (including any Revolving Lender acting as L/C Issuer in respect of any Unreimbursed Amount) shall, upon any notice from the Administrative Agent pursuant to clause (iv) above, make the amount of its Revolving Loan available to the Administrative Agent, in Dollars in Federal or other immediately available funds same day funds, at the Administrative Agent’s Office, not later than (x) 1:00 p.m., New York City time, with respect to Dollar Letters of Credit or (y) 11:00 a.m., London time with respect to Approved Foreign Currency Letters of Credit, in each case on the Business Day specified in such notice, whereupon, subject to clause (vi) below, each Revolving Lender that so makes funds available shall be deemed to have made a Dollar denominated Revolving Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable L/C Issuer in satisfaction of the Unreimbursed Amount to the extent of such funds.
(vi)    With respect to any Unreimbursed Amount that is not fully refinanced by a L/C Borrowing pursuant to clauses (iv) and (v) above because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the L/C Issuer shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Revolving Lender (other than the relevant L/C Issuer), and each such Revolving Lender shall promptly and unconditionally pay to the Administrative Agent, for the account of such L/C Issuer, such Revolving Lender’s pro-rata share of such Unreimbursed Amount (determined by the proportion its Revolving Commitment Percentage bears to the aggregate Revolving Committed Amount) in Dollars in Federal or other immediately available funds. Such payment from the Revolving Lenders shall be due (i) at or before 1:00 p.m. on the date the Administrative Agent so notifies a Revolving Lender, if such notice is given at or before 10:00 a.m. on such date or (ii) at or before 10:00 a.m. on the next succeeding Business Day, together with interest on such amount for each day from and including the date of such drawing to but excluding the day such payment is due from such Revolving Lender at the Federal Funds Rate for such day (which funds the Administrative Agent shall promptly remit to the applicable L/C Issuer). Each payment by a Revolving Lender to the Administrative Agent for the account of an L/C Issuer in respect of an Unreimbursed Amount shall constitute a payment in respect of its Participation Interest in the related Letter of Credit purchased pursuant to subsection (d) above. The failure of any Revolving Lender to make available to the Administrative Agent for the account of an L/C Issuer its pro-rata share of any Unreimbursed Amount shall not relieve any other Revolving Lender of its obligation hereunder to make available to the Administrative Agent for the account of such L/C Issuer its pro-rata share of any payment made under any Letter of Credit on the date required, as specified above, but no such Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent for the account of the L/C Issuer such other Lender’s pro-rata share of any such payment. Upon payment in full of all amounts payable by a Lender under this clause (vi), such Lender shall be subrogated to the rights of the L/C Issuer against the Borrower to the extent of such Lender’s pro-rata share of the related L/C Obligation so paid (including interest accrued thereon).
(vii)    Each Revolving Lender’s obligation to make Revolving Loans pursuant to clause (iv) above and to make payments in respect of its Participation Interests in Unreimbursed Amounts pursuant to clause (vi) above shall be absolute and unconditional and shall not be affected by any circumstance, including: (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the 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, however, that each Revolving Lender’s obligation to make Revolving Loans as a part of a L/C Borrowing pursuant to clause (iv) above is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Notice of Borrowing). No such making by a Revolving Lender of a Revolving Loan or a payment by a Revolving Lender of an amount in respect of its Participation Interest in Unreimbursed Amounts shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

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(viii)    If any Revolving Lender fails to make available to the Administrative Agent for the account of an L/C Issuer any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this subsection (e) by the time specified therefor, the applicable L/C Issuer shall be entitled to recover from such Revolving 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 applicable L/C Issuer at a rate per annum equal to the Federal Funds Rate for such day. Any payment made by any Lender after 3:00 p.m. on any Business Day shall be deemed for purposes of the preceding sentence to have been made on the next succeeding Business Day A certificate of the applicable L/C Issuer submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viii) shall be conclusive absent manifest error.
(f)    Repayment of Funded Participations in Respect of Drawn Letters of Credit.
(i)    Whenever the Administrative Agent receives a payment of an L/C Obligation as to which the Administrative Agent has received for the account of an L/C Issuer any payments from the Revolving Lenders pursuant to subsection (e) above (whether directly from the Borrower or otherwise, including proceeds of cash collateral applied thereto by the Administrative Agent), the Administrative Agent shall promptly pay to each Revolving Lender which has paid its pro-rata share thereof an amount equal to such Lender’s pro-rata share of the amount thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which the payments from the Revolving Lenders were received) 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 L/C Issuer pursuant to clause (i) above is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of such L/C Issuer its pro-rata share thereof (determined by the proportion its Revolving Commitment Percentage bears to the aggregate Revolving Committed Amount) on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Lender, at a rate per annum equal to the Federal Funds Rate for such day.
(g)    Obligations Absolute. The obligations of the Borrower under Section 2.05(e) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including, without limitation, the following circumstances:
(i)    any lack of validity or enforceability of such Letter of Credit, this Agreement or any other Loan Document;
(ii)    any amendment or waiver of or any consent to departure from all or any of the provisions of this Agreement, any Letter of Credit or any other Loan Document;
(iii)    the use which may be made of the Letter of Credit by, or any acts or omission of, a beneficiary of a Letter of Credit (or any Person for whom the beneficiary may be acting);
(iv)    the existence of any claim, counterclaim, set-off, defense or other rights that the Borrower or any Subsidiary may have at any time against a beneficiary or any transferee of a Letter of Credit (or any Person for whom the beneficiary or transferee may be acting), any L/C Issuer or any other Person, whether in connection with this Agreement or any Letter of Credit or any document related hereto or thereto or any unrelated transaction;
(v)    any draft, demand, certificate, statement or any other document presented under a 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 whatsoever, 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;

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(vi)    any payment by the L/C Issuer under a Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit;
(vii)    any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or
(viii)    any other act or omission to act or delay of any kind by any L/C Issuer or any other Person or any other event or circumstance whatsoever that might, but for the provisions of this subsection (viii), constitute a defense to, or a legal or equitable discharge of, the Borrower’s or any Subsidiary’s obligations hereunder.
The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.
(h)    Role of L/C Issuers; Reliance. Each Revolving Lender and the Borrower agree that, in determining whether to pay under any Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of the L/C Issuer shall be liable to any Lender for: (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of bad faith, 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 Letter of Credit Request. The 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, however, that this assumption is not intended to, and shall not, preclude the 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 the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (viii) of subsection (g) of this Section 2.05; provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s bad faith, willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. Each L/C Issuer shall be entitled (but not obligated) to rely, and shall be fully protected in relying, on the representation and warranty by the Borrower set forth in the last sentence of Section 4.02 to establish whether the conditions specified in paragraphs (b) and (c) of Section 4.02 are met in connection with any issuance or extension of a Letter of Credit. Each L/C Issuer shall be entitled to rely, and shall be fully protected in relying, upon advice and statements of legal counsel, independent accountants and other experts selected by such L/C Issuer and upon any Letter of Credit, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopier, telex or teletype message, statement, order or other document believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and 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 unless the beneficiary and the Borrower shall have notified such L/C Issuer that such documents do not comply with the terms and conditions of the Letter of Credit. Each L/C Issuer shall be fully

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justified in refusing to take any action requested of it under this Section 2.05 in respect of any Letter of Credit unless it shall first have received such advice or concurrence of the Required Revolving Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Revolving Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take, or omitting or continuing to omit, any such action. Notwithstanding any other provision of this Section 2.05, each L/C Issuer shall in all cases be fully protected in acting, or in refraining from acting, under this Section 2.05 in respect of any Letter of Credit in accordance with a request of the Required Revolving Lenders, and such request and any action taken or failure to act pursuant hereto shall be binding upon all Revolving Lenders and all future holders of participations in such Letter of Credit.
(i)    Cash Collateral. If the Borrower is required pursuant to the terms of this Agreement or any other Loan Document to Cash Collateralize any L/C Obligations, the Borrower shall deposit in an account (which may be the L/C Cash Collateral Account under the Security Agreement) with the Collateral Agent an amount in cash equal to 103% of the Dollar Equivalent amount of such L/C Obligations. Such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the L/C Obligations. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. The Collateral Agent will, at the request of the Borrower, invest amounts deposited in such account in Cash Equivalents or, in the case of Approved Foreign Currency Letters of Credit, Foreign Cash Equivalents; provided, however, that (i) the Collateral Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents or Foreign Cash Equivalents, as applicable, shall be subjected to a first priority perfected security interest in favor of the Collateral Agent and (iii) if an Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents or Foreign Cash Equivalents, as applicable, shall be in the sole discretion of the Collateral Agent. The Borrower shall indemnify the Collateral Agent for any losses relating to such investments in Cash Equivalents or Foreign Cash Equivalents, as applicable. Other than any interest or profits earned on such investments, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Collateral Agent to reimburse the L/C Issuers immediately for drawings under the applicable Letters of Credit and, if the maturity of the Loans has been accelerated, to satisfy the L/C Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.09(b)(i), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower upon demand; provided that, after giving effect to such return, (i) the aggregate Revolving Outstandings would not exceed the Revolving Committed Amount and (ii) no Default or Event of Default shall have occurred and be continuing. If the Borrower is required to deposit an amount of cash collateral hereunder pursuant to Section 2.09(b)(ii), (iv), (v) or (vi), interest or profits thereon (to the extent not applied as aforesaid) shall be returned to the Borrower after the full amount of such deposit has been applied by the Collateral Agent to reimburse the L/C Issuer for drawings under Letters of Credit. The Borrower hereby pledges and assigns to the Collateral Agent, for its benefit and the benefit of the L/C Issuers and the Revolving Lenders, the cash collateral account established hereunder (and all monies and investments held therein) to secure all L/C Obligations and Revolving Loans.
(j)    Applicability of ISP98 and UCP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an existing Letter of Credit), (i) the rules of the ISP shall apply to each Standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits (the “UCP”), as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each Trade Letter of Credit.
(k)    Conflict with L/C Documents. In the event of any conflict between this Agreement and any L/C Document, this Agreement shall govern.
(l)    Letters of Credit Issued for Restricted 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 Restricted Subsidiary, the Borrower shall be obligated to reimburse the applicable L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of

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Restricted Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.
(m)    Indemnification of L/C Issuers.
(i)    In addition to its other obligations under this Agreement, the Borrower hereby agrees to protect, indemnify, pay and save each L/C Issuer harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable Attorney Costs) that such L/C Issuer may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such L/C Issuer to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority (all such acts or omissions, herein called “Government Acts”); provided that such indemnity shall not be available to the extent that such claims, demands, liabilities, damages, losses, costs, charges and expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such L/C Issuer.
(ii)    In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by an L/C Issuer, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put the L/C Issuer under any resulting liability to the Borrower or any other Loan Party. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify the L/C Issuers against any and all risks involved in the issuance of any Letter of Credit, all of which risks are hereby assumed by the Loan Parties, including, without limitation, any and all risks, whether rightful or wrongful, of any present or future Government Acts. The L/C Issuers shall not, in any way, be liable for any failure by the L/C Issuers or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of the L/C Issuers.
(iii)    Nothing in this subsection (m) is intended to limit the reimbursement obligation of the Borrower contained in this Section 2.05. The obligations of the Borrower under this subsection (m) shall survive the termination of this Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of any L/C Issuer to enforce any right, power or benefit under this Agreement.
(iv)    Notwithstanding anything to the contrary contained in this subsection (m), the Borrower shall have no obligation to indemnify any L/C Issuer in respect of any liability incurred by the L/C Issuer arising solely out of the gross negligence or willful misconduct of the L/C Issuer, as determined by a court of competent jurisdiction. Nothing in this Agreement shall relieve any L/C Issuer of any liability to the Borrower in respect of any action taken by the L/C Issuer which action constitutes gross negligence or willful misconduct of the L/C Issuer or a violation of the UCP or Uniform Commercial Code, as applicable, as determined by a court of competent jurisdiction.
(n)    Resignation of an L/C Issuer. An L/C Issuer may resign at any time by giving 60 days’ notice to the Administrative Agent, the Revolving Lenders and the Borrower; provided, however, that any such resignation shall not affect the rights or obligations of the L/C Issuer with respect to Letters of Credit issued by it prior to such resignation. Upon any such resignation, the Borrower shall (within 60 days after such notice of resignation) either appoint a successor, or terminate the unutilized L/C Commitment of such L/C Issuer; provided, however, that, if the Borrower elects to terminate such unutilized L/C Commitment, the Borrower may at any time thereafter that the Revolving Commitments are in effect reinstate such L/C Commitment in connection with the appointment of another L/C Issuer. Upon the acceptance of any appointment as an L/C Issuer hereunder by a successor L/C Issuer, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring L/C Issuer and the retiring L/C Issuer shall be discharged from its obligations to issue additional Letters of Credit hereunder. The acceptance of any appointment as L/C Issuer hereunder by a successor L/C Issuer shall be evidenced by an agreement entered into by such successor, in a form reasonably satisfactory to the Borrower and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor shall be a party hereto and have all the rights and obligations of an L/C Issuer under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the “L/C Issuer” shall be deemed to refer to such

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successor or to any previous L/C Issuer, or to such successor and all previous L/C Issuers, as the context shall require. After the resignation of an L/C Issuer hereunder the retiring L/C Issuer shall remain a party hereto and shall continue to have all the rights and obligations of an L/C Issuer under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation but shall not be required to issue additional Letters of Credit.
(o)    Reporting. Each L/C Issuer will report in writing to the Administrative Agent (i) on the first Business Day of each week, the aggregate face Dollar Equivalent amount of Letters of Credit issued by it and outstanding as of the last Business Day of the preceding week, (ii) on or prior to each Business Day on which such L/C Issuer expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance or amendment, and the aggregate face amount of Letters of Credit to be issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and such L/C Issuer shall advise the Administrative Agent on such Business Day whether such issuance, amendment, renewal or extension occurred and whether the amount thereof changed), (iii) on each Business Day on which such L/C Issuer makes any L/C Disbursement, the date and amount of such L/C Disbursement and (iv) on any Business Day on which the Borrower fails to reimburse an L/C Disbursement required to be reimbursed to such L/C Issuer on such day, the date, amount or Dollar Equivalent amount, as applicable, of such failure.
(p)    Maturity dates. If the maturity date in respect of any tranche of Revolving Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more tranche or tranches of Extended Revolving Commitments is or are in effect with a longer maturity date, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Section 2.05(d) and (e)) under (and ratably participated in by Lenders pursuant to) the Extended Revolving Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Extended Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to the immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.05(i). Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a maturity date with respect to a given tranche of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Commitments, the L/C Sublimit and the Extended L/C Sublimit shall be agreed with the Lenders under the extended tranches.
Section 2.06    Interest.
(a)    Rate Options Applicable to Loans. Each Borrowing made prior to the Syndication Date shall be comprised of (except in the case of Foreign Currency Loans, which shall be made and maintained as Eurodollar Loans and shall bear interest at EURIBOR plus the Applicable Margin for Eurodollar Revolving Loans) Base Rate Loans or (except in the case of Swing Line Loans denominated in Dollars, which shall be made and maintained as Base Rate Loans, and L/C Borrowings, which shall be made initially as Base Rate Loans) Eurodollar Loans with a one, three or six-month (or of a duration less than one month as may be agreed to by all of the Lenders having Commitments or Loans of the applicable Class) Interest Period (ending on the same date), as the Borrower may request pursuant to Section 2.02. Each Borrowing made on or after the Syndication Date shall be comprised of (except in the case of Foreign Currency Loans, which shall be made and maintained as Eurodollar Loans and shall bear interest at EURIBOR plus the Applicable Margin for Eurodollar Revolving Loans) Base Rate Loans or (except in the case of Swing Line Loans denominated in Dollars, which shall be made and maintained as Base Rate Loans) Eurodollar Loans, as the Borrower may request pursuant to Section 2.02. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower may not request any Borrowing that, if made, would result in an aggregate of more than ten Borrowings of Eurodollar Loans being outstanding hereunder at any one time. For this purpose, Loans having different Interest Periods, regardless of whether commencing on the same date, shall be considered separate Borrowings. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment and before and after the commencement of any proceeding under any Debtor Relief Law.

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(b)    Base Rate Loans. Each Loan of a Class which is made as, or converted into, a Base Rate Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made as, or converted into, a Base Rate Loan until it becomes due or is converted into a Loan of any other Type, at a rate per annum equal to the Base Rate for such day plus the then Applicable Margin. Such interest shall be payable in arrears on each Interest Payment Date and, with respect to the principal amount of any Base Rate Loan converted to a Eurodollar Loan, on the date such Base Rate Loan is so converted. Any overdue principal of and, to the extent permitted by Law, interest on any Base Rate Loan of any Class shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the Base Rate for such day plus the Applicable Margin for Base Rate Loans of the same Class for such day.
(c)    Eurodollar Loans. Each Eurodollar Loan of a Class shall bear interest on the outstanding principal amount thereof, for each day during the Interest Period applicable thereto, at a rate per annum equal to the sum of (x) the Adjusted Eurodollar Rate for such Interest Period, in the case of any Dollar denominated Eurodollar Loan or (y) EURIBOR for such Interest Period, in the case of any Foreign Currency Loan, plus the then Applicable Margin. Such interest shall be payable for each Interest Period on each Interest Payment Date. Any overdue principal of and, to the extent permitted by Law, interest on any Eurodollar Loan of any Class shall bear interest, payable on demand, for each day until paid at a rate per annum equal to the sum of 2% plus the rate otherwise applicable to Eurodollar Loans of the same Class for such day (or, if the circumstances described in Section 3.02 and Section 3.03 shall exist, at a rate per annum equal to the sum of 2% plus the Base Rate for such day plus the Applicable Margin for Base Rate Loans of the same Class for such day). Except as set forth in Section 3.02, Section 3.03 and Section 3.06, Foreign Currency Loans shall not bear interest at the Base Rate.
(d)    Determination and Notice of Interest Rates. The Administrative Agent shall determine each interest rate applicable to the Loans hereunder. The Administrative Agent shall give prompt notice to the Borrower and the participating Lenders of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. Any notice with respect to Eurodollar Loans shall, without the necessity of the Administrative Agent so stating in such notice, be subject to the provisions of the definition of “Applicable Margin” providing for adjustments in the Applicable Margin applicable to such Loans after the beginning of the Interest Period applicable thereto. When during an Interest Period any event occurs that causes an adjustment in the Applicable Margin applicable to Loans to which such Interest Period is applicable, the Administrative Agent shall give prompt notice to the Borrower and the Lenders of such event and the adjusted rate of interest so determined for such Loans, and its determination thereof shall be conclusive in the absence of manifest error.
(e)    Default Interest. Upon the occurrence and during the continuance of an Event of Default under Section 8.01(a) or (f), the overdue principal of and, to the extent permitted by Law, interest on the Loans and any other amounts owing herein or under the other Loan Documents shall bear interest, payable on demand, at a per annum rate equal to (i) in the case of principal of any Loan, the rate otherwise applicable to such Loan during such period pursuant to this Section 2.06 plus 2.00% (without duplication of any amount owing in respect of Base Rate Loans under the third sentence of Section 2.06(b) or in respect of Eurodollar Loans under the third sentence of Section 2.06(c)), (ii) in the case of interest on any Loan, the rate specified in the third sentence of Section 2.06(b) in respect of Base Rate Loans, or in the third sentence of Section 2.06(c) in respect of Eurodollar Loans, and (iii) in the case of any other amount, if expressly provided for herein, at the rate so provided and otherwise at the Base Rate plus the Applicable Margin for Revolving Base Rate Loans plus 2.00% interest paid in the same Approved Currency as Loan.
(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 giving rise to such interest is denominated.
Section 2.07    Extension and Conversion.
(a)    Continuation and Conversion Options. The Loans included in each Borrowing shall bear interest initially at the type of rate allowed by Section 2.06 and as specified by the Borrower in the applicable Notice of Borrowing. Thereafter, the Borrower shall have the option, on any Business Day, to elect to change or continue the

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type of interest rate borne by any Loans (subject in each case to the provisions of ARTICLE III and Section 2.07(d)), as follows:
(i)    if such Loans are Base Rate Loans, the Borrower may elect to convert such Loans to Dollar denominated Eurodollar Loans as of any Business Day; and
(ii)    if such Loans are Eurodollar Loans, the Borrower may (x) in the case of Dollar denominated Eurodollar Loans, elect to convert such Loans to Base Rate Loans or (y) in the case of any Eurodollar Loans, elect to continue such Loans as Eurodollar Loans for an additional Interest Period, subject to Section 3.05 in the case of any such conversion or continuation effective on any day other than the last day of the then current Interest Period applicable to such Loans.
Except to the extent required by Section 3.03, Foreign Currency Loans may not be converted to Euro denominated Base Rate Loans. Each such election shall be made by delivering a notice, substantially in the form of Exhibit A-2 hereto (a “Notice of Extension/Conversion”) (which may be by telephone if promptly confirmed in writing), which notice shall not thereafter be revocable by the Borrower, to the Administrative Agent not later than 12:00 Noon on the third Business Day before the conversion or continuation selected in such notice is to be effective; provided, however, that if the Borrower wishes to request to continue Loans as Eurodollar Loans or convert Loans to Eurodollar Loans in either case having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” then the applicable Notice of Extension/Conversion must be received by the Administrative Agent not later than 11:00 a.m. on the fourth Business Day before the conversion or continuation selected in such notice is to be effective, whereupon the Administrative Agent shall (i) give prompt notice to the Lenders having Commitments or Loans of the applicable Class and determine whether the requested Interest Period is acceptable to all of them and (ii) notify the Borrower not later than 12:00 Noon on the third Business Day before the conversion or continuation selected in such notice is to be effective (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all of the Lenders having Commitments or Loans of the applicable Class. A Notice of Extension/Conversion may, if it so specifies, apply to only a portion of the aggregate principal amount of the relevant Loans; provided that (i) such portion is allocated ratably among the Loans subject to such Notice and (ii) the portion to which such Notice of Extension/Conversion applies, and the remaining portion to which it does not apply, are each (x) in the case of Dollar denominated Loans, $2,000,000 or any larger multiple of $500,000 or (y) in the case of Foreign Currency Loans, €2,000,000 or any larger multiple of €500,000.
(b)    Contents of Notice of Extension/Conversion. Each Notice of Extension/Conversion shall specify:
(i)    the Loans (or portion thereof) to which such notice applies;
(ii)    the date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of subsection (a) above;
(iii)    if the Loans to which such notice applies are to be converted, the new Type of Loans and, if the Loans being converted are to be Eurodollar Loans, the duration of the next succeeding Interest Period applicable thereto;
(iv)    if such Loans are to be continued as Eurodollar Loans for an additional Interest Period, the duration of such additional Interest Period; and
(v)    if such Loans are Foreign Currency Loans.
Each Interest Period specified in a Notice of Extension/Conversion shall comply with the provisions of the definition of the term “Interest Period.” If no Notice of Extension/Conversion is timely received prior to the end of an Interest Period for any Dollar denominated Eurodollar Loans, the Borrower shall be deemed to have elected that such Loans be converted to Dollar denominated Base Rate Loans as of the last day of such Interest Period.

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(c)    Notification to Lenders. Upon receipt of a Notice of Extension/Conversion from the Borrower pursuant to subsection (a) above, the Administrative Agent shall promptly notify each Lender of the contents thereof.
(d)    Limitation on Conversion/Continuation Options. The Borrower shall not be entitled to elect to convert any Loans to, or continue any Loans for an additional Interest Period as, Eurodollar Loans if (i) the aggregate principal amount of Eurodollar Loans created or continued as a result of such election would be less than (x) $2,000,000, in the case of Dollar denominated Loans or (y) €2,000,000, in the case of Foreign Currency Loans or (ii) other than with respect to Foreign Currency Loans, a Default shall have occurred and be continuing when the Borrower delivers notice of such election to the Administrative Agent and the Required Lenders have directed the Administrative Agent during the period of such Event of Default that Dollar denominated Eurodollar Loans shall no longer be made available to the Borrower.
(e)    Accrued Interest. Accrued interest on a Loan (or portion thereof) being extended or converted shall be paid by the Borrower (i) with respect to any Base Rate Loan being converted to a Eurodollar Loan, on the last Business Day of the first fiscal quarter of the Borrower ending on or after the date of conversion, (ii) with respect to any Foreign Currency Loan being continued, on the last Business Day of the Interest Period and (iii) otherwise, on the date of extension or conversion.
Section 2.08    Maturity of Loans.
(a)    Maturity of Revolving Loans. The Revolving Loans shall mature on the Revolving Termination Date, and any Revolving Loans (including Foreign Currency Loans), Swing Line Loans and L/C Obligations then outstanding (together with accrued interest thereon and fees in respect thereof) shall be due and payable on such date.
(b)    Scheduled Amortization of Term A Loans. The Borrower shall repay, and there shall become due and payable (together with accrued interest thereon) on each Principal Amortization Payment Date and on the Term A Maturity Date (i) a principal amount of the Term A Loans equal to the product of (x) the principal amount of Term A Loans outstanding immediately after the Term A Borrowing on the Closing Date multiplied by (y) the percentage set forth in the table below opposite the applicable Principal Amortization Payment Date (as such principal amount may be reduced by, and after giving effect to, any voluntary and mandatory prepayments made in accordance with Section 2.09 or as contemplated by Section 2.16) and (ii) the remaining outstanding principal amount of all Term A Loans on the Term A Maturity Date.

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Principal Amortization Payment Date
Percentage
June 30, 2018
1.25
%
September 30, 2018
1.25
%
December 31, 2018
1.25
%
March 31, 2019
1.25
%
June 30, 2019
1.25
%
September 30, 2019
1.25
%
December 31, 2019
1.25
%
March 31, 2020
2.50
%
June 30, 2020
2.50
%
September 30, 2020
2.50
%
December 31, 2020
2.50
%
March 31, 2021
2.50
%
June 30, 2021
2.50
%
September 30, 2021
2.50
%
December 31, 2021
2.50
%
March 31, 2022
2.50
%
June 30, 2022
2.50
%
September 30, 2022
2.50
%
December 31, 2022
2.50
%

(c)    Scheduled Amortization of Term B Loans. The Borrower shall repay, and there shall become due and payable (together with accrued interest thereon) on each Principal Amortization Payment Date and on the Term B Maturity Date (i) a principal amount of the Term B Loans equal to the product of (x) the principal amount of Term B Loans outstanding immediately after the Term B Borrowing on the Closing Date multiplied by (y) 0.25% (as such principal amount may be reduced by, and after giving effect to, any voluntary and mandatory prepayments made in accordance with Section 2.09 or as contemplated by Section 2.16) during such period and (ii) the remaining outstanding principal amount of all Term B Loans on the Term B Maturity Date.
(d)    In the event any Incremental Term Loans are made, such Incremental Term Loans shall mature and be repaid in amounts and on dates as agreed between the Borrower and the relevant Lenders of such Incremental Term Loans in the applicable Additional Credit Extension Amendment, subject to the requirements set forth in Section 2.15. In the event that any Extended Term Loans are established, such Extended Term Loans shall, subject to the requirements of Section 2.16, mature and be repaid by the Borrower in the amounts (each such amount, an “Extended Term Loan Repayment Amount”) and on the dates (each an “Extended Repayment Date”) set forth in the applicable Additional Credit Extension Amendment. In the event any New Revolving Commitments are established, such New Revolving Commitments shall, subject to the requirements of Section 2.15, be terminated (and all New Revolving Loans of the same Class repaid) on dates set forth in the applicable Additional Credit Extension Amendment.
Section 2.09    Prepayments.
(a)    Voluntary Prepayments.
(i)    The Borrower shall have the right voluntarily to prepay Loans in whole or in part from time to time, without premium or penalty, subject to clause (ii) of this Section 2.09(a) and to Section 3.05; provided, however, that (i) each partial prepayment of Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, in the case of Dollar denominated Eurodollar Loans, $500,000 or a whole multiple of $100,000 in excess thereof, in the case of Base Rate Loans, €1,000,000 or whole multiples of €500,000 in the case of Foreign Currency Loans and (ii) the Borrower shall have given prior written or telecopy notice (or

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telephone notice promptly confirmed by written or telecopy notice) to the Administrative Agent, in the case of any Revolving Loan which is a Base Rate Loan or any Swing Line Loan, by 1:00 p.m. (or 1:30 P.M. (New York time) in the case of Dollar denominated Swing Line Loans and 10:00 A.M. (London time) in the case of Foreign Currency Swing Line Loans), on the date of prepayment and, in the case of any other Loan, by 1:00 p.m., at least three Business Days prior to the date of prepayment. Each notice of prepayment shall specify the prepayment date, the principal amount to be prepaid, whether the Loan to be prepaid is a Revolving Loan (and which Class), Term Loan (and which Class), or Swing Line Loan, whether the Loan to be prepaid is a Eurodollar Loan or a Base Rate Loan and, in the case of a Eurodollar Loan, the Interest Period of such Loan. Each notice of prepayment shall be irrevocable and shall commit the Borrower to prepay such Loan by the amount stated therein on the date stated therein. Subject to the foregoing amounts, prepaid under this Section 2.09(a) shall be applied as the Borrower may elect; provided that if the Borrower fails to specify the application of a voluntary prepayment, then (x) in the case of a prepayment in Dollars, such prepayment shall be applied first to Revolving Base Rate Loans, then on a pro rata basis to Dollar denominated Eurodollar Revolving Loans and Foreign Currency Revolving Loans, then to Dollar denominated Swing Line Loans, then to Foreign Currency Swing Line Loans and then to the Term Loans pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders (in each case ratably to the remaining Principal Amortization Payments thereof), in each case first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period and (y) in the case of a prepayment in Euro, such prepayment shall be applied first to Foreign Currency Revolving Loans and then to Foreign Currency Swing Line Loans. All prepayments of Eurodollar Loans under this Section 2.09(a) shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment. At the Borrower’s election in connection with any prepayment pursuant to this Section 2.09, such prepayment shall not be applied to any Loan of a Defaulting Lender.
(ii)    Notwithstanding Section 2.09(a)(i) above, in the event that on or prior to the six month anniversary of the Closing Date, the Borrower (x) makes any prepayment of Term B Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, (I) in the case of clause (ii)(x), a prepayment premium of 1% of the amount of the Term B Loans being prepaid and (II) in the case of clause (ii)(y), a payment equal to 1% of the aggregate amount of Term B Loans outstanding immediately prior to such amendment.
(b)    Mandatory Prepayments.
(i)    Revolving Committed Amount. If on any date the aggregate Revolving Outstandings exceed the Revolving Committed Amount, the Borrower shall repay, and there shall become due and payable (together with accrued interest thereon), on such date an aggregate principal amount of Swing Line Loans equal to such excess. If the outstanding Swing Line Loans have been repaid in full, the Borrower shall prepay, and there shall become due and payable (together with accrued interest thereon), Revolving Loans in such amounts as are necessary so that, after giving effect to the repayment of the Swing Line Loans and the repayment of the Revolving Loans, the aggregate Revolving Outstandings do not exceed the Revolving Committed Amount. If the outstanding Revolving Loans and Swing Line Loans have been repaid in full, the Borrower shall Cash Collateralize L/C Obligations so that, after giving effect to the repayment of Swing Line Loans and Revolving Loans and the Cash Collateralization of L/C Obligations pursuant to this subsection (i), the aggregate Revolving Outstandings does not exceed the Revolving Committed Amount. In determining the aggregate Revolving Outstandings for purposes of this subsection (i), L/C Obligations shall be reduced to the extent that they are Cash Collateralized as contemplated by this subsection (i). In the event and on such occasion that the aggregate Foreign Currency Revolving Outstandings exceeds the Maximum Foreign Currency Sublimit, the Borrower shall prepay Foreign Currency Swing Line Loans in an aggregate amount equal to such excess. If the outstanding Foreign Currency Swing Line Loans have been repaid in full and the aggregate Foreign Currency Revolving Outstandings still exceeds the Maximum Foreign Currency Sublimit, the Borrower shall prepay, and there shall become due and payable (together with accrued interest thereon), Foreign Currency Revolving Loans in such amounts as are necessary so that, after giving effect to the repayment of the Foreign Currency Swing Line Loans and the repayment of Foreign Currency Revolving Loans, the aggregate Foreign Currency Revolving Outstandings do not exceed the Maximum Foreign Currency Sublimit. Each prepayment of Revolving Loans required pursuant to this subsection (i) shall be applied ratably among outstanding Revolving Loans based on the respective amounts of principal then outstanding; provided, that no

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prepayment made of Revolving Loans shall be applied to Revolving Loans of any Defaulting Lender. Each Cash Collateralization of L/C Obligations required by this subsection (i) shall be applied ratably among L/C Obligations based on the respective amounts thereof then outstanding.
(ii)    Excess Cash Flow. Subject to clause (xi) below, within 100 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ending October 31, 2018), the Borrower shall prepay the Term B Loans in an amount equal to the Applicable Percentage of the Excess Cash Flow for such prior fiscal year. As used in this Section 2.09(b)(ii), the term “Applicable Percentage” for any fiscal year means (i) 50% or (ii) if the Total Leverage Ratio as of the last day of the fiscal year in respect of which Excess Cash Flow is being determined is equal to or less than 3.75 to 1.00, then the Applicable Percentage shall be zero for that fiscal year.
(iii)    Asset Dispositions, Casualties and Condemnations, etc.
(1)    Subject to clause (xi) below, within five Business Days after receipt by any Group Company of Net Cash Proceeds from any Asset Disposition (other than any Excluded Asset Disposition), Casualty or Condemnation, the Borrower shall prepay the Term Loans and/or any Incremental Term Loans in an aggregate amount equal to 100% of the Net Cash Proceeds of such Asset Disposition, Casualty or Condemnation; provided, that (x) no such prepayment caused by the receipt of Net Cash Proceeds from any Asset Disposition shall be required to the extent that (1) the Net Cash Proceeds from such Asset Disposition or any series of related Asset Dispositions does not exceed $10,000,000 and (2) the sum of such Net Cash Proceeds and all other Net Cash Proceeds from Asset Dispositions occurring after the Closing Date and during the same fiscal year does not exceed $60,000,000 (it being understood that a prepayment shall only be required for the extent of any such excess) and (y) that no such prepayment shall be required pursuant to this Section 2.09(b)(iii)(1) in respect of any Asset Disposition if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest or cause to be reinvested all or a portion of such Net Cash Proceeds in accordance with Section 2.09(b)(iii)(2) (which election may only be made if no Event of Default has occurred and is then continuing).
(2)    With respect to any Net Cash Proceeds realized or received with respect to any Asset Disposition (other than any Excluded Asset Disposition), at the option of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower may reinvest or cause to be reinvested all or any portion of such Net Cash Proceeds (A) in assets used or useful in the business of the Borrower or its Restricted Subsidiaries or (B) to finance Permitted Business Acquisitions, Permitted Joint Ventures and other Investments in third party companies or businesses permitted hereunder, within three hundred sixty-five (365) days of the receipt of such Net Cash Proceeds (provided if prior to the expiration of such three hundred sixty-five (365)-day period, the Borrower or any of its Restricted Subsidiaries enters into a legally binding commitment for a transaction in which it is required to reinvest such Net Cash Proceeds, such three hundred sixty-five (365)-day reinvestment period shall be extended by one-hundred eighty (180) days); provided that if any Net Cash Proceeds are not so reinvested within such reinvestment period or are no longer intended to be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be promptly applied to the prepayment of the Term Loans as set forth in this Section 2.09.
(iv)    Debt Issuances. Within five Business Days after receipt by any Group Company of Net Cash Proceeds from any Debt Issuance (other than any Debt Issuance permitted pursuant to Section 7.01 of this Agreement, other than Refinancing Term Loans and Refinancing Debt Securities), the Borrower shall prepay the Term Loans and/or any Incremental Term Loans in an aggregate amount equal to 100% of the Net Cash Proceeds of such Debt Issuance.
(v)    Payments in Respect of Subordinated Indebtedness. Immediately upon receipt by the Administrative Agent or any Lender of any amount so payable pursuant to the subordination provision of any Indebtedness of the Borrower or any of its Restricted Subsidiaries that is subordinate to the Senior Credit Obligations, all proceeds thereof shall be applied as set forth in subsection (vi)(C) below.
(vi)    Application of Mandatory Prepayments. Subject to Section 8.03, all amounts required to be paid pursuant to this Section 2.09(b) shall be applied as follows:

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(A)    with respect to all amounts paid pursuant to Section 2.09(b)(i), first to Swing Line Loans, second to Revolving Loans and third to Cash Collateralized L/C Obligations;
(B)    with respect to all amounts paid pursuant to Section 2.09(b)(ii), to the Term B Loans (ratably to the remaining Principal Amortization Payments thereof or, at the option of the Borrower, in direct order for not more than the next four Principal Amortization Payments and then ratably to the remaining Principal Amortization Payments thereof), in each case subject to clause (x) below; and
(C)    with respect to all amounts paid pursuant to Section 2.09(b)(iii), (iv), or (v), first to the Term Loans pro rata according to the respective outstanding principal amounts of the Term Loans (or, at the option of the Borrower, first to the outstanding principal amounts of the Term B Loans and second to the outstanding principal amounts of the Term A Loans and third to any Incremental Term Loans) (in each case, within each Class of Term Loans ratably to the remaining Principal Amortization Payments thereof or, at the option of the Borrower, in direct order for not more than the next four Principal Amortization Payments and then ratably to the remaining Principal Amortization Payments thereof), in each case subject to clause (x) and (xi) below.
(vii)    Order of Applications. Any amounts required to be applied to Revolving Outstandings as provided in Section 2.09(b)(i) above remaining after such application shall be applied to the Term Loans pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders (in each case, within each Class of Term Loans ratably to the remaining Principal Amortization Payments thereof), subject to clause (xi) below. Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then, subject to subsection (ix) below, to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 2.09(b) shall be subject to Section 3.05. All prepayments under this Section 2.09(b) shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment. Notwithstanding anything else in this Agreement to the contrary, no prepayment made of Loans shall be applied to Loans of any Defaulting Lender.
(viii)    Prepayment Accounts. Amounts to be applied as provided in subsection (vi) or (vii) above to the prepayment of Loans of any Class shall be applied first to reduce outstanding Base Rate Loans of such Class. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Eurodollar Loans of such Class immediately and/or shall be deposited in a separate Prepayment Account (as defined below) for the Loans of such Class. The Administrative Agent shall apply any cash deposited in the Prepayment Account for any Class of Loans, upon withdrawal by the Collateral Agent, to prepay Eurodollar Loans of such Class on the last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date) until all outstanding Loans of such Class have been prepaid or until all the allocable cash on deposit in the Prepayment Account for such Class has been exhausted. For purposes of this Agreement, the term “Prepayment Account” for any Class of Loans shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by the Borrower with the Collateral Agent and over which the Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this subsection (viii). The Collateral Agent will, at the request of the Borrower, invest amounts on deposit in the Prepayment Account for any Class of Loans in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Loans of such Class to be prepaid; provided, however, that (i) the Collateral Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Collateral Agent to be in, or would result in any, violation of any Law, (ii) such Cash Equivalents shall be subjected to a First Priority Lien in favor of the Collateral Agent and (iii) if any Event of Default shall have occurred and be continuing, the selection of such Cash Equivalents shall be in the sole discretion of the Collateral Agent. The Borrower shall indemnify the Collateral Agent for any losses relating to such investments in Cash Equivalents so that the amount available to prepay Eurodollar Loans on the last day of the applicable Interest Periods is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such Prepayment Account until all outstanding Loans of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in full, at which time so much thereof as is not required to make payment of the Senior Credit Obligations which have become

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due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited therein to be collected funds and disbursed to the Borrower or its order. If the maturity of the Loans has been accelerated pursuant to Section 8.02, the Administrative Agent may, in its sole discretion, cause the Collateral Agent to withdraw amounts on deposit in the Prepayment Account for the applicable Class of Loans and, subject to Section 8.03, apply such funds to satisfy the Senior Credit Obligations of the applicable Class or Classes.
(ix)    Notice. The Borrower shall give to the Administrative Agent and the Lenders at least five Business Days’ prior written or telecopy notice of each and every event or occurrence requiring a prepayment under Section 2.09(b)(ii), (iii), (iv), or (v), including the amount of Net Cash Proceeds expected to be received therefrom and the expected schedule for receiving such proceeds; provided, however, that in the case of any prepayment event consisting of a Casualty or Condemnation, the Borrower shall give such notice within five Business Days after the occurrence of such event.
(x)    Notwithstanding anything else to the contrary in this Agreement, each Lender will have the right to refuse any mandatory prepayment (other than a prepayment pursuant to Section 2.09(b)(iv) with the proceeds of any Refinancing Term Loans or Refinancing Debt Securities) by giving written notice of such refusal to the Borrower within five Business Days after such Lender’s receipt of notice from the Administrative Agent of such prepayment (and the Borrower shall not prepay any Loans until the date that is specified in clause (B) below) (such refused amounts, the “First Refused Proceeds”), (A) the First Refused Proceeds will be re-offered for prepayment to the applicable Lenders that have accepted and did not refuse their allocated portion of such prepayment under this Section 2.09(b)(x) above by the Administrative Agent promptly providing notice of such re-offer to each such Lender, each such Lender will have the right to refuse any such re-offer of prepayment by giving written notice of such refusal to the Borrower within five Business Days after such Lender’s receipt of notice from the Administrative Agent of such re-offer of prepayment (and the Borrower shall not prepay any Loans until the date that is specified in clause (B) below) (such refused amounts, the “Final Refused Proceeds”), (B) the Borrower will make all such prepayments not so refused upon the earlier of (x) the fifth Business Day after the Lender received first notice of such prepayment from the Administrative Agent and (y) such time as the Borrower has received notice from any Lender that it consents to such prepayment, and (C) thereafter, any remaining Final Refused Proceeds may be retained by the Borrower. For the avoidance of doubt, (A) with respect to First Refused Proceeds relating to prepayments under Section 2.09(b)(i) and (ii), such First Refused Proceeds may only be offered to Lenders eligible to initially receive such prepayments, and (B) no Lender may refuse any voluntary prepayment otherwise permitted hereunder.
(xi)    Notwithstanding any other provisions of this Section 2.09(b), to the extent that any of or all the Net Cash Proceeds of any Asset Disposition by a Foreign Subsidiary giving rise to a prepayment pursuant to Section 2.09(b)(iii), the Net Cash Proceeds of any Casualty from a Foreign Subsidiary, or Excess Cash Flow attributable to a Foreign Subsidiary that either is (A) prohibited or delayed by applicable local Law from being repatriated to the United States, or (B) would, in the good faith judgment of the Borrower, result in a material adverse tax consequence to Parent Holdings, Holdings, the Borrower or any of their respective Subsidiaries from such repatriation, in each case, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in Section 2.09(b)(vii), or the Borrower shall not be required to make a prepayment at the time provided in Section 2.09(b)(vi), as the case may be. Instead, such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local Law will not permit repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local Law to permit such repatriation) or, in the good faith judgment of the Borrower, a material adverse tax consequence to Parent Holdings, Holdings, the Borrower or any of their respective Subsidiaries would result from such repatriation, and once such repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local Law and, in the good faith judgment of the Borrower, no material adverse tax consequence to Parent Holdings, Holdings, the Borrower or any of their respective Subsidiaries would result from such repatriation, such repatriation will be promptly effected and such repatriated Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than three Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.09(b) to the extent provided herein.

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(c)    Discounted Voluntary Prepayments.
(i)    Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, any Purchasing Borrower Party shall have the right at any time and from time to time to prepay Term Loans of any Class to the applicable Lenders at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.09(c) and Section 10.07(j); provided that (A) no proceeds from Revolving Loans, Swing Line Loans or New Revolving Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment shall be offered to all applicable Term Lenders on a pro rata basis, (C) at least five Business Days shall have passed since the consummation of the most recent Discounted Voluntary Prepayment as a result of a prepayment made by the Borrower or at least three Business Days shall have passed since the Borrower was notified that no applicable Lender was willing to accept any prepayment of any Term Loans at the specified discount price or within the Discount Range or at any discount to par value, as applicable and (D) the Purchasing Borrower Party shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that no Event of Default under Section 8.01(a) or under Section 8.01(f) (in each case, with respect to the Borrower) has occurred and is continuing or would result from the Discounted Voluntary Prepayment, (2) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.09(c) and Section 10.07(j) has been satisfied and (3) specifying the aggregate principal amount of Term Loans of each Class to be prepaid pursuant to such Discounted Voluntary Prepayment.
(ii)    To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Administrative Agent substantially in the form of Exhibit H hereto (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay Term Loans of the Class stipulated therein in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below. The Proposed Discounted Prepayment Amount of any Loans shall not be less than $5,000,000. The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans of each Class to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”) (it being understood that the Borrower may specify a different Discount Range for each Class of Loan offered to be prepaid), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance Date”).
(iii)    Upon receipt of a Discounted Prepayment Option Notice, the Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit I hereto (each, a “Lender Participation Notice”) to the Administrative Agent (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Borrower, in consultation with the Administrative Agent, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (A) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.09(c)(ii) for the Discounted Voluntary Prepayment or (B) otherwise, the highest Acceptable Discount at which the Borrower will pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans. Any Lender with outstanding Loans to be prepaid

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whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount.
(iv)    The Borrower shall make a Discounted Voluntary Prepayment by prepaying in accordance with Section 10.07(j) those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount, provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans.
(v)    Each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit J hereto (each a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall (x) specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent and (y) shall include a representation from the Borrower that, at the time of delivery of such Discounted Voluntary Prepayment Notice and as of the date of such Discounted Voluntary Prepayment date, it is not in possession of material non-public information with respect to Parent Holdings, the Borrower, their respective Subsidiaries or their respective securities for purposes of the United States securities laws that has not been disclosed to any Lender participating in such Discounted Voluntary Prepayment, other than because such Lender does not wish to receive material non-public information with respect to Parent Holdings, the Borrower, their respective Subsidiaries or their respective securities. Upon receipt of any Discounted Voluntary Prepayment Notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any Discounted Voluntary Prepayment Notice is given, the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. The par principal amount of each Discounted Voluntary Prepayment of a Term Loan shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable).
(vi)    To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.09(c)(ii) above) established by the Administrative Agent and the Borrower.
(vii)    Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Administrative Agent, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice.
(viii)    Nothing in this Section 2.09(c) shall require the Borrower to undertake any Discounted Voluntary Prepayment.

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(d)    Currency for Prepayments. Except as provided in Section 2.09(a), all prepayments of Loans made pursuant to this Section 2.09 shall be paid in the Approved Currency in which such Loan is denominated.
Section 2.10    Revolving Commitments.
(a)    Optional Termination or Reduction of Commitments (Pro-Rata). The Borrower may from time to time permanently reduce or terminate the Revolving Committed Amount in whole or in part (in minimum aggregate amounts of $2,000,000 or any whole multiple of $500,000 in excess thereof , in the case of Dollar Revolving Loans, or in minimum aggregate amounts of €2,000,000 or any whole multiple of €500,000 in excess thereof, in the case of Foreign Currency Revolving Loans (or, in each case, if less, the full remaining amount of the then applicable Revolving Committed Amount)) upon five Business Days’ prior written notice to the Administrative Agent; provided, however, that no such termination or reduction shall be made which would cause the Revolving Outstandings to exceed the Revolving Committed Amount or cause the Foreign Currency Revolving Outstandings to exceed the Maximum Foreign Currency Sublimit as so reduced, unless, concurrently with such termination or reduction, the Revolving Loans are repaid (and, after the Revolving Loans have been paid in full, the Swing Line Loans are repaid and, after the Swing Line Loans have been paid in full, the L/C Obligations are Cash Collateralized) to the extent necessary to eliminate such excess; provided, further, that the Maximum Foreign Currency Sublimit shall be reduced ratably at any time that Revolving Commitments are terminated pursuant to this Section 2.10, such that the Maximum Foreign Currency Sublimit shall not exceed 50% of the aggregate Revolving Committed Amount. The Borrower shall pay to the Administrative Agent for the account of the Lenders in accordance with the terms of Section 2.11, on the date of each termination or reduction of the Revolving Committed Amount, any fees accrued through the date of such termination or reduction on the amount of the Revolving Committed Amount so terminated or reduced. The Administrative Agent shall promptly notify each affected Lender of the receipt by the Administrative Agent of any notice from the Borrower pursuant to this Section 2.10(a). Any partial reduction of the Revolving Committed Amount pursuant to this Section 2.10(a) shall be applied to the Revolving Commitments of the Lenders pro-rata based upon their respective Revolving Commitment Percentages; provided that (A) any such termination or reduction shall apply proportionately and permanently to reduce the Revolving Commitments of each of the Revolving Lenders, except that, notwithstanding the foregoing, in connection with the establishment on any date of any New Revolving Commitments pursuant to Section 2.15, the Revolving Commitments of any one or more Lenders providing any such New Revolving Commitments on such date shall be reduced in an amount equal to, greater than or less than (as determined by the Borrower and such Lender) the amount of the New Revolving Commitments provided on such date; provided that (x) after giving effect to any such reduction and to the repayment of any Revolving Loans made on such date, the Revolving Exposure of any such Lender does not exceed the Revolving Commitment and (y) in connection with any such non-pro rata termination or reduction, to the extent necessary, the participations hereunder in outstanding Letters of Credit and Swing Line Loans may be required to be reallocated and related loans outstanding prepaid and then reborrowed, in each case in the manner contemplated by Section 2.15(f)(ii) (as modified to account for a termination or reduction, as opposed to an increase, of the Revolving Commitments); provided, further, that the Maximum Foreign Currency Sublimit shall be reduced ratably at any time that Revolving Commitments are terminated pursuant to this Section 2.10(a), such that the Maximum Foreign Currency Sublimit shall not exceed 50% of the aggregate Revolving Committed Amount.
(b)    Termination; Pro Rata Application. The Revolving Commitments (other than any Extended Revolving Commitments) of the Lenders and the L/C Commitments of the L/C Issuers shall terminate automatically on the Revolving Termination Date. The Swing Line Commitment of the Swing Line Lender shall terminate automatically on the Swing Line Termination Date. The Extended Revolving Commitments shall terminate on the respective maturity dates applicable thereto.
(c)    Replacement of Lenders. If (i) any Lender has demanded compensation or indemnification, or additional amounts are payable, pursuant to Section 3.01 or Section 3.04, (ii) the obligation of any Lender to make Eurodollar Loans has been suspended pursuant to Section 3.02, (iii) any Lender is a Defaulting Lender or (iv) any Lender has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 10.01 or any other provision of any Loan Document requires the consent of all of the Lenders of a Class or Classes and with respect to which the Required Lenders for such Class or Classes shall have granted their

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consent, the Borrower shall have the right, if no Default or Event of Default then exists, to (i) remove such Lender by terminating such Lender’s Commitment in full or (ii) replace such Lender by causing such Lender to assign its Commitment to one or more existing Lenders or Eligible Assignees pursuant to Section 10.07; provided, however, that (x) if the Borrower elects to exercise such right with respect to any Lender pursuant to clause (i) or (ii) above, it shall be obligated to remove or replace, as the case may be, all Lenders that have similar requests then outstanding for compensation pursuant to Section 3.01 or 3.04 or whose obligation to make Eurodollar Loans has been similarly suspended and (y) in the case of any replacement of Lenders under the circumstances described in clause (iv) above, the applicable amendment, waiver, discharge or termination that the Borrower has requested shall become effective upon giving effect to such replacement (and any related Assignment and Assumptions required to be effected in connection therewith in accordance with this paragraph (c)). The replacement of a Lender pursuant to this Section 2.10(c) shall be effective on the tenth Business Day following the date of notice of such replacement to the Lenders through the Administrative Agent, subject to the satisfaction of the following conditions:
(i)    each replacement Lender and/or Eligible Assignee, and the Administrative Agent acting on behalf of each Lender subject to replacement, shall have satisfied the conditions to an Assignment and Assumption set forth in Section 10.07(b) and, in connection therewith, the replacement Lender(s) and/or Eligible Assignee(s) shall pay:
(A)    to each Lender subject to replacement an amount equal in the aggregate to the sum of (x) the principal of, and all accrued but unpaid interest on, its outstanding Loans, (y) all L/C Disbursements that have been funded by (and not reimbursed to) it under Section 2.05, together with all accrued but unpaid interest with respect thereto, and (z) all accrued but unpaid fees owing to it pursuant to Section 2.11; and
(B)    to the L/C Issuers an amount equal to the aggregate amount owing by the replaced Lenders to the L/C Issuers as reimbursement pursuant to Section 2.05, to the extent such amount was not theretofore funded by such replaced Lenders; and
(ii)    the Borrower shall have paid to the Administrative Agent for the account of each replaced Lender all obligations owing to such replaced Lenders by the Borrower pursuant to this Agreement and the other Loan Documents (other than those obligations of the Borrower referred to in clause (i)(A) above).
In the case of the removal of a Lender pursuant to this Section 2.10(c), upon (i) payment by the Borrower to the Administrative Agent for the account of the Lender subject to such removal of an amount equal to the sum of (A) the aggregate principal amount of all Loans and L/C Obligations held by such Lender and (B) all accrued interest, fees and other amounts owing to such Lender hereunder, including, without limitation, all amounts payable by the Borrower to such Lender under ARTICLE III or Section 10.04 and Section 10.05, and (ii) provision by the Borrower to the Swing Line Lender and each L/C Issuer of appropriate assurances and indemnities (which may include letters of credit) as each may reasonably require with respect to any continuing obligation of such removed Lender to purchase Participation Interests in any L/C Obligations or Swing Line Loans then outstanding, such Lender shall, without any further consent or other action by it, cease to constitute a Lender hereunder; provided that the provisions of this Agreement (including, without limitation, the provisions of ARTICLE III, Section 10.04 and Section 10.05) shall continue to govern the rights and obligations of a removed Lender with respect to any Loans made, any Letters of Credit issued or any other actions taken by such removed Lender while it was a Lender.
(d)    General. The Borrower shall pay to the Administrative Agent for the account of the Lenders in accordance with the terms of this Section 2.10, on the date of each termination of the Revolving Committed Amount, the Commitment Fee accrued through the date of such termination on the amount of the Revolving Committed Amount so terminated.
Section 2.11    Fees.
(a)    Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender (subject to Section 2.17(a)) a fee (the “Commitment Fee”) on such Lender’s Revolving

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Commitment Percentage of the daily Unused Revolving Commitment Amount, computed at a per annum rate for each day at a rate equal to the then applicable rate per annum set forth under clause (c) of the definition of “Applicable Margin” in Section 1.01. The Commitment Fee shall commence to accrue on the Closing Date and shall be due and payable in arrears on the last Business Day of each March, June, September and December (and on the Revolving Termination Date) for the quarter or portion thereof ending on each such date, beginning with the first of such dates to occur after the Closing Date with the first such payment due no earlier than the last Business Day of March following the Closing Date.
(b)    Letter of Credit Fees.
(i)    Standby Letter of Credit Issuance Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender (subject to Section 2.17(a)) a fee (the “Standby Letter of Credit Fee”) on such Lender’s Revolving Commitment Percentage of the average daily maximum amount available to be drawn under each such Standby Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit) computed at a per annum rate for each day from the date of issuance to the date of expiration equal to the L/C Fee in effect from time to time. The Standby Letter of Credit Fee will be computed on a quarterly basis in arrears and shall be due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first of such dates to occur after the date of issuance of such Letter of Credit, and on the Letter of Credit Expiration Date and thereafter on demand.
(ii)    Trade Letter of Credit Fee. The Borrower shall pay to the Administrative Agent for the account of each Revolving Lender (subject to Section 2.17(a)) a fee (the “Trade Letter of Credit Fee”) on such Lender’s Revolving Commitment Percentage of the average daily maximum amount available to be drawn under each such Trade Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit) computed at a per annum rate for each day from the date of issuance to the date of expiration equal to the L/C Fee in effect from time to time. The Trade Letter of Credit Fee will be computed on a quarterly basis in arrears and shall be due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date after the issuance of such Letter of Credit, and on the Letter of Credit Expiration Date and thereafter on demand.
(iii)    Fronting Fees. The Borrower shall pay directly to each L/C Issuer for its own account a fronting fee in the amount (A) with respect to each Trade Letter of Credit, equal to 0.125% of the amount of such Trade Letter of Credit (or such higher amount as may be agreed to between the Borrower and the L/C Issuer), due and payable upon the issuance thereof and (B) with respect to each Standby Letter of Credit, equal to 0.125% per annum (or such higher amount as may be agreed to between the Borrower and the L/C Issuer) on the daily maximum amount available to be drawn thereunder (whether or not such maximum amount is then in effect under such Letter of Credit). Such fronting fee shall be computed on a quarterly basis in arrears and shall be due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date after the issuance of such Letter of Credit, and on the Letter of Credit Expiration Date and thereafter on demand.
(iv)    L/C Issuer Fees. In addition to the Standby Letter of Credit Fee payable pursuant to clause (i) above and the Trade Letter of Credit Fee payable pursuant to clause (ii) above and any fronting fees payable pursuant to clause (iii) above, the Borrower promises to pay to the L/C Issuer for its own account without sharing by the other Lenders the customary charges from time to time of the L/C Issuer with respect to the issuance, amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit (collectively, the “L/C Issuer Fees”). L/C Issuer Fees are due and payable on demand and are nonrefundable.
(v)    Computation of Certain Fees after Default. Upon the occurrence and during the continuance of an Event of Default under Section 8.01(a), the Standby Letter of Credit Fee and the Trade Letter of Credit Fee payable under subsections (i) and (ii) above shall be computed at a rate per annum equal to the relevant Applicable Margin with respect to the L/C Fee (including both the Standby Letter of Credit Fee and the Trade Letter of Credit Fee) as set forth in the applicable table in the definition of “Applicable Margin” in Section 1.01 hereof plus 2.00%.

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(c)    Other Fees. The Borrower shall pay to the Joint Lead Arrangers and the Administrative Agent for their own respective accounts fees in the amounts and at the times as they may agree. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
Section 2.12    Pro-rata Treatment.
(a)    Loans. Except to the extent that this Agreement provides for payments to be disproportionately allocated to or retained by a particular Lender or group of Lenders (including in connection with the payment of interest or fees at different rates and the repayment of principal amounts of Term Loans at different times as a result of any amendment effected in accordance with Section 2.15 or Section 2.16), each Borrowing, each payment or prepayment of principal of or interest on any Loan, each payment of fees (other than the L/C Issuer Fees retained by an L/C Issuer for its own account and the administrative fees retained by the Agents for their own account), each reduction of the Revolving Committed Amount and each conversion or continuation of any Loan, shall be allocated pro-rata among the relevant Lenders in accordance with the respective Revolving Commitment Percentages, or with respect to Term Loans, according to the respective outstanding principal amounts of the applicable Term Loans then held by the applicable Term Lenders, as applicable, of such Lenders (or, if the Commitments of such Lenders have expired or been terminated, in accordance with the respective principal amounts of the outstanding Loans of the applicable Class and Participation Interests of such Lenders); provided that, in the event any amount paid to any Lender pursuant to this subsection (a) is rescinded or must otherwise be returned by the Administrative Agent, each Lender shall, upon the request of the Administrative Agent, repay to the Administrative Agent the amount so paid to such Lender, with interest for the period commencing on the date such payment is returned by the Administrative Agent until the date the Administrative Agent receives such repayment at a rate per annum equal to, during the period to but excluding the date two Business Days after such request, the Federal Funds Rate, and thereafter, the Base Rate plus 2.00% per annum.
(b)    Letters of Credit. Except to the extent otherwise provided herein, each payment of L/C Obligations shall be allocated to each Revolving Lender pro-rata in accordance with its Revolving Commitment Percentage; provided that, if any Revolving Lender shall have failed to pay its applicable pro-rata share of any L/C Disbursement as required under Section 2.05(e)(iv) or (vi), then any amount to which such Revolving Lender would otherwise be entitled pursuant to this subsection (b) shall instead be payable to the L/C Issuer.
Section 2.13    Sharing of Payments. The Lenders agree among themselves that, except to the extent otherwise provided herein, if any Lender shall obtain payment in respect of any Loan, unreimbursed L/C Disbursements or any other obligation owing to such Lender under this Agreement through the exercise of a right of setoff, banker’s lien or counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable Debtor Relief Laws or otherwise, or by any other means, in excess of its pro-rata share of such payment as provided for in this Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans, unreimbursed L/C Disbursements and other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Agreement; provided that nothing in this Section 2.13 shall impair the right of any Lender to exercise any right of set-off or counterclaim it may have for payment of indebtedness of the Borrower other than its indebtedness hereunder. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a participation may, to the fullest extent permitted by Law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, L/C Obligation or other obligation in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations

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purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Loan, L/C Obligation or other obligation purchased to the same extent as though the purchasing Lender were the original owner of the obligations purchased. If under any applicable Debtor Relief Law, any Lender receives a secured claim in lieu of a setoff to which this Section 2.13 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 2.13 to share in the benefits of any recovery on such secured claim.
Section 2.14    Payments; Computations.
(a)    Payments by the Borrower. Each payment of principal of and interest on Loans, L/C Obligations and fees hereunder (other than fees payable directly to the L/C Issuers) shall be paid not later than 2:00 p.m. on the date when due, in Federal or other funds immediately available to the Administrative Agent at the account designated by it by notice to the Borrower. Each such payment shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff and irrespective of any claim or defense to payment which might in the absence of this provision be asserted by the Borrower or any Affiliate against the any Agent or any Lender. All prepayments and repayments of Loans made pursuant to this Section 2.14(a) shall be made in the Approved Currency in which such Loan is denominated. Payments received after 2:00 p.m. shall be deemed to have been received on the next Business Day, and any applicable interest or fee shall continue to accrue. Except for payments and other amounts received by the Administrative Agent and applied in accordance with the provisions of paragraph (d) below or required to be applied in accordance with Section 2.09(b)(vi), the Borrower shall, at the time it makes any payments under this Agreement, specify to the Administrative Agent the Loan, Letters of Credit, fees or other amounts payable by the Borrower hereunder to which such payment is to be applied (and if it fails to specify or if such application would be inconsistent with the terms hereof, the Administrative Agent shall, subject to paragraph (d) below, to Section 2.08, to Section 2.09(b)(vi) and to Section 2.12, distribute such payment to the Lenders in such manner as the Administrative Agent may deem reasonably appropriate). The Administrative Agent may in its sole discretion, distribute such payments to the applicable Lenders on the date of receipt thereof, if such payment is received prior to 2:00 p.m.; otherwise the Administrative Agent may, in its sole discretion, distribute such payment to the applicable Lenders on the date of receipt thereof or on the immediately succeeding Business Day. Whenever any payment hereunder shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day unless (in the case of Eurodollar Loans) such Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Business Day. If the date for any payment of principal is extended by operation of Law or otherwise, interest thereon shall be payable for such extended time. Other than with respect to Foreign Currency Swing Line Loans, the Borrower hereby authorizes and directs the Administrative Agent to debit any account maintained by the Borrower with the Administrative Agent to pay when due any amounts required to be paid from time to time under this Agreement.
(b)    Distributions by the Administrative Agent. Unless the Administrative Agent shall have received notice (which may be by telephone if promptly confirmed in writing) from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the Borrower shall not have so made such payment, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.
(c)    Computations. All computations of interest for Base Rate Loans when the Base Rate is determined by the Prime Rate and all computations of fees thereof shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more interest being paid than if computed on the basis of a 365-day year). Interest shall accrue from and including the date of borrowing (or continuation or conversion) but

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excluding the date of payment; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.14(a), bear interest for one day.
(d)    Certain Payments after an Event of Default. The Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Finance Obligations and any Proceeds of Collateral after the occurrence and during the continuance of an Event of Default, and agrees that, notwithstanding the provisions of Section 2.09(b)(vi) and paragraph (a) above, the Administrative Agent may, and (upon either (i) the written direction of the Required Lenders or (ii) acceleration of the Senior Credit Obligations pursuant to Section 8.02), shall apply all payments in respect of any Finance Obligation, all funds in any Prepayment Account or other cash collateral account and all other Proceeds of Collateral according to Section 8.03 hereof.
Section 2.15    Incremental and Refinancing Facilities.
(a)    The Borrower may at any time or from time to time after the Syndication Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more additional tranches of term loans (the “Incremental Term Loans”), (ii) one or more increases in the amount of the Revolving Commitments or any previously established Class of New Revolving Commitments (each such increase, an “Incremental Revolving Commitment Increase”) or (iii) one or more new revolving credit commitments (the “New Revolving Commitments” and together with the Incremental Term Loans and Incremental Revolving Commitment Increases, the “Incremental Facilities”); provided that both at the time of any such request and after giving effect to the effectiveness of any Additional Credit Extension Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan, Incremental Revolving Commitment Increase or New Revolving Commitment is made or effected (and after giving effect thereto) no Default or Event of Default shall exist; provided, further, that the aggregate principal amount of all Incremental Facilities shall not exceed at any time the sum of (x) an amount that, after giving effect to the incurrence of such Incremental Term Loans or the establishment of such Incremental Revolving Commitment Increase or New Revolving Commitments (and after giving effect to any Specified Transaction to be consummated in connection therewith) and assuming all Incremental Revolving Commitment Increases and New Revolving Commitments were fully borrowed, the Maintenance Leverage Ratio of the Borrower and its Restricted Subsidiaries is no greater than 3.50:1.00 and the Borrower is in compliance on a Pro-Forma Basis with the Interest Coverage Ratio specified in Section 7.11(b) hereof, in each case as of the last day of the most recent period of four consecutive fiscal quarters in respect of which financial statements have been delivered pursuant to Section 6.01 prior to the incurrence of any such Incremental Facility (and without counting the proceeds of such Incremental Facility as Cash on Hand for the purposes of calculating such Maintenance Leverage Ratio) and (y) $300,000,000.
(b)    Each tranche of Incremental Term Loans (other than Refinancing Term Loans), each Incremental Revolving Commitment Increase and each class of New Revolving Commitments (other than Replacement Revolving Commitments) shall be in an aggregate principal amount that is not less than $5,000,000 (and in minimum increments of $1,000,000 in excess thereof); provided that (i) Refinancing Term Loans shall be permitted to refinance or replace, in whole, and not in part, any Class of Term Loans or previously borrowed Incremental Term Loans outstanding as of the date of incurrence of such Refinancing Term Loans and shall be in an aggregate principal amount not greater than the aggregate principal amount of each Class of existing Term Loans to be replaced or refinanced by such Refinancing Term Loans (plus the amount of all accrued and unpaid interest, reasonable fees and premiums thereon and fees and expenses in connection therewith) and (ii) Replacement Revolving Commitments shall be permitted to refinance or replace, in whole, and not in part, any Revolving Commitments, Revolving Loans or previously established New Revolving Commitments or New Revolving Loans, in each case outstanding as of the date of the establishment of such Replacement Revolving Commitments and shall be in an aggregate principal amount not greater than the aggregate principal amount of the each Class of Revolving Commitments, Revolving Loans or previously established New Revolving Commitments or New Revolving Loans to be replaced or refinanced by such Replacement Revolving Commitments (plus the amount of all accrued and unpaid interest, reasonable fees and premiums thereon and fees and expenses in connection therewith), and Incremental Term Loans (other than Refinancing Term Loans), Incremental Revolving Commitment Increases or New Revolving Commitment (other than in respect of Replacement Revolving Commitments) shall be permitted in an aggregate amount not to exceed the sum of (x) an amount such that, at the time of incurrence thereof and after

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giving effect thereto and the use of the