Common use of DOCPROPERTY DOCXDOCID Clause in Contracts

DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 other Applicable Law, other than proceeds and receivables thereof, the assignment of which is deemed effective under the UCC or other Applicable Law, notwithstanding such prohibition, (x) any assets or rights subject to a purchase money security interest, Capitalized Lease or similar arrangement, other than in each case, the UST Tranche B Priority Collateral, (xi) UST Only Collateral, (xii) any assets to the extent a security interest in such assets could result in adverse Tax consequences as reasonably determined by Parent, in consultation with Agent, (xiii) any intent-to-use Trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use Trademark application under applicable Federal law, (xiv) any equipment or other collateral with a net book value in an aggregate amount not to exceed $5,000,000 for all such equipment or other collateral (other than to the extent consisting of supporting obligations that can be perfected solely by the filing of a UCC financing statement); provided that the aggregate fair market value of all assets excluded from the Collateral and Guarantee Requirement pursuant to this sub-clause (xiv), together with the aggregate net book value of all assets excluded from the Collateral and Guarantee Requirement pursuant to sub-clause (ii) of this clause (A), shall not exceed $5,000,000 in the aggregate at any time outstanding, and (xv) other assets not specifically included in the Collateral in circumstances where the cost of obtaining a security interest in such assets exceeds the practical benefit to the Lenders afforded thereby as reasonably determined by the Agent in consultation with the Parent.

DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 other Applicable Law, other than proceeds indebtedness (excluding prepaid interest thereon) described in clauses (a) through (d) and receivables thereof, the assignment of which is deemed effective (f) through (h) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under the UCC conditional sales or other Applicable Lawtitle retention agreements and mortgage, notwithstanding industrial revenue bond, industrial development bond and similar financings), whether or not such prohibitionindebtedness shall have been assumed by such Person or is limited in recourse; (f) all Attributable Debt; (g) all obligations of such Person to purchase, redeem, retire or otherwise acquire for value any Disqualified Equity Interests (x) any assets or rights subject to a purchase money security interest, Capitalized Lease or similar arrangement, other than in each case, the UST Tranche B Priority Collateral, (xi) UST Only Collateral, (xii) any assets but solely to the extent a security interest in such assets could result in adverse Tax consequences as reasonably determined by Parent, in consultation with Agent, (xiii) any intent-to-use Trademark application required to occur on or prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use Trademark application under applicable Federal law, (xiv) any equipment or other collateral with a net book value in an aggregate amount not to exceed $5,000,000 for all such equipment or other collateral Latest Maturity Date (other than as a result of a change of control, asset sale or similar event)); and (h) to the extent consisting not otherwise included above, all Guarantees of supporting such Person in respect of any of the foregoing. For all purposes hereof, the Debt of any Person (i) shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venturer, except to the extent such Person’s liability for such Debt is otherwise expressly contractually limited and only to the extent such Debt would be included in the calculation of Consolidated Total Debt and (ii) shall exclude (A) trade accounts payable in the ordinary course of business, (B) any earn-out obligation until such earn-out obligation has become due and payable, (C) any current and undeferred pension contributions or health and welfare contributions due from such Person and/or its applicable Subsidiaries to any Pension Fund Entity, (D) liabilities accrued in the ordinary course, (E) deferred revenues, liabilities associated with customer prepayments and deposits and any such obligations incurred under ERISA, and other accrued obligations (including transfer pricing), in each case incurred in the ordinary course of business, (F) operating leases, (G) customary obligations under employment agreements and deferred compensation, and (H) deferred tax liabilities. The amount of any net obligation under any Hedging Agreement on any date shall be deemed to be the Hedge Termination Value thereof as of such date. The amount of Debt of any Person for purposes of clause (e) that can is limited in recourse to the property encumbered thereby shall be perfected solely by deemed to be equal to the filing lesser of a UCC financing statement); provided that (i) the aggregate unpaid amount of such Debt and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith. Debtor Relief Laws - the Bankruptcy Code as now or hereafter in effect or any successor thereto, as well as all assets excluded other liquidation, conservatorship, bankruptcy, assignment for benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States federal or state law or of any applicable foreign law from time to time in effect affecting the Collateral and Guarantee Requirement pursuant rights of creditors generally. Debt Repayment Conditions - at the time of determination with respect to any proposed repayment of Debt (to the extent that such repayment is subject to the Debt Repayment Conditions in accordance with the terms of this sub-clause (xivAgreement), together with the aggregate net book value and subject to Section 2.3.4, that (a) no Event of all assets excluded from the Collateral and Guarantee Requirement pursuant to sub-clause (ii) Default then exists or would arise as a result of this clause (A), shall not exceed $5,000,000 in the aggregate at any time outstandingrepaying such Debt, and (xvb) other assets Availability on the date of such proposed repayment (after giving effect thereto) is not specifically included in the Collateral in circumstances where the cost of obtaining a security interest in such assets exceeds the practical benefit less than $67,500,000. Prior to consummating any proposed transaction which is subject to the Lenders afforded thereby as Debt Repayment Conditions, Administrative Borrower shall deliver to Agent evidence acceptable to Agent of the satisfaction of the conditions set forth above on a basis (including, without limitation, giving due consideration to results for prior periods) reasonably determined by the Agent in consultation with the Parentsatisfactory to Agent.

DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 Supermajority Lenders - subject to Section 4.2 (a) Lenders holding in excess of sixty-six and two thirds percent (66 2/3%) of the aggregate Commitments; and (b) the Commitments have terminated, at least two Lenders holding Facility Exposure in excess of sixty-six and two thirds percent (66 2/3%) of the aggregate Facility Exposure. For the avoidance of doubt, no Defaulting Lender shall be included in the calculation of Supermajority Lenders. Swap Obligation - with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. Tax or Taxes - any taxes, levies, imposts, duties, fees, assessments, deductions, withholdings or other Applicable Lawcharges in the nature of taxes imposed by any Governmental Authority, including income, receipts, excise, property, sales, use, transfer, license, payroll, withholding, social security, franchise, intangibles, stamp or recording taxes, and all interest, penalties and similar liabilities relating thereto. Term Agent - Alter Domus Products Corp. (f/k/a Cortland Products Corp.), as Administrative Agent and Collateral Agent under the Term Debt Agreement, any affiliate thereof, or successor or replacement thereto (subject to the Term Debt Intercreditor Agreement). Term Debt Agreement - that certain Credit Agreement by and among Parent, the other Loan Parties party thereto, Term Agent, and the lenders from time to time party thereto, dated as of February 13, 2014, as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the Term Debt Intercreditor Agreement; provided, that, on and after Amendment No. 5, for purposes of this Agreement other than proceeds and receivables thereofSection 6.1 hereof, the assignment Restated Term Debt Agreement shall constitute the Term Debt Agreement. Term Debt - Debt and all other obligations outstanding under or secured by the Term Debt Documents (including, for the avoidance of which is deemed effective under doubt, Term Refinancing Debt and Incremental Term Loans (as defined in the UCC or other Applicable LawTerm Debt Agreement)) and, notwithstanding such prohibition, (x) any assets or rights subject to a purchase money security interest, Capitalized Lease or similar arrangement, other than in each case, the UST Tranche B Priority Collateral, (xi) UST Only Collateral, (xii) any assets to the extent a security interest in such assets could result in adverse Tax consequences as reasonably determined by Parent, in consultation with Agent, (xiii) any intent-to-use Trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use Trademark application under applicable Federal law, (xiv) any equipment or other collateral with a net book value in an aggregate amount not to exceed $5,000,000 for all such equipment or other collateral (other than to the extent consisting of supporting obligations that can be perfected solely by the filing of a UCC financing statement); provided that the aggregate fair market value of all assets excluded from the Collateral and Guarantee Requirement pursuant to this sub-clause (xiv), together with the aggregate net book value of all assets excluded from the Collateral and Guarantee Requirement pursuant to sub-clause (ii) of this clause (A), shall not exceed $5,000,000 in the aggregate at any time outstanding, and (xv) other assets not specifically included in the Collateral in circumstances where the cost of obtaining a security interest in such assets exceeds the practical benefit to the Lenders afforded thereby as reasonably determined by the Agent in consultation with the ParentPermitted Refinancings thereof.

DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 other Applicable Law, other than proceeds and receivables thereof, ownership or acquisition of any equity interest in such Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the assignment jurisdiction of which is deemed effective under courts within the UCC United States or other Applicable Law, notwithstanding such prohibition, (x) any from the enforcement of judgments or writs of attachment on its assets or rights subject permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination made in good faith by Agent that a purchase money security interestLender is a Defaulting Lender under clauses (a) through (g) above shall be conclusive and binding absent manifest error, Capitalized Lease or similar arrangementand such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to Administrative Borrower, other than each Issuing Bank and each Lender. Default Rate - for any Obligation described in each caseSection 3.1.1(b) (including, the UST Tranche B Priority Collateral, (xi) UST Only Collateral, (xii) any assets to the extent a security permitted by law, accrued but unpaid interest), two percent (2%) plus the interest in such assets could result in adverse Tax consequences rate otherwise applicable thereto. Deferred Revenue Reserve - at any date of determination, 85% of “deferred revenue liability” as reasonably determined by Parentreflected on the balance sheet of Parent and Restricted Subsidiaries as of the last day of the most recently completed Fiscal Month. Deposit Account Control Agreements - the written agreements, in consultation with form and substance reasonably satisfactory to Agent and Administrative Borrower, by and among Agent, (xiii) any intent-to-use Trademark application prior to for the filing benefit of a “Statement of Use” or “Amendment to Allege Use” with respect theretoSecured Parties, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use Trademark application under applicable Federal law, (xiv) any equipment or other collateral each Loan Party with a net book value in an aggregate amount not to exceed $5,000,000 for all deposit account at any bank and the bank at which such equipment or other collateral (other than to the extent consisting of supporting obligations that can be perfected solely by the filing of a UCC financing statement); provided that the aggregate fair market value of all assets excluded from the Collateral and Guarantee Requirement pursuant to this sub-clause (xiv), together with the aggregate net book value of all assets excluded from the Collateral and Guarantee Requirement pursuant to sub-clause (ii) of this clause (A), shall not exceed $5,000,000 in the aggregate deposit account is at any time outstandingmaintained, and (xv) other assets not specifically included in which provides that such bank will comply with instructions originated by Agent directing disposition of the Collateral in circumstances where the cost of obtaining a security interest funds in such assets exceeds deposit account without further consent by such Loan Party and has such other terms and conditions as Agent may reasonably require. Dilution - as of any date of determination on a consolidated basis for all Loan Parties, a percentage, based upon the practical benefit experience of the immediately prior 365 consecutive days, that is the result of dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising allowances, credits or other dilutive items with respect to Loan Parties’ Accounts during such period, by (b) Loan Parties’ xxxxxxxx with respect to Accounts during such period. Dilution Reserve - as of any date of determination, an amount sufficient to reduce the Lenders afforded thereby as reasonably determined advance rate against Eligible Accounts by the Agent one (1) percentage point for each percentage point by which Dilution is in consultation with the Parentexcess of five percent (5%).

DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 other Applicable Law, other than proceeds or equipment on a consolidated statement of cash flows of Parent and receivables thereof, Restricted Subsidiaries in accordance with GAAP and (b) the assignment of which is deemed effective under the UCC or other Applicable Law, notwithstanding such prohibition, (x) any assets or rights subject to a purchase money security interest, Capitalized Lease or similar arrangement, other than in each case, the UST Tranche B Priority Collateral, (xi) UST Only Collateral, (xii) any assets to the extent a security interest in such assets could result in adverse Tax consequences as reasonably determined by Parent, in consultation with Agent, (xiii) any intent-to-use Trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use Trademark application under applicable Federal law, (xiv) any equipment or other collateral with a net book value in an aggregate amount not to exceed $5,000,000 for all such equipment or other collateral (other than to the extent consisting of supporting obligations that can be perfected solely by the filing of a UCC financing statement); provided that the aggregate fair market value of all assets excluded from under Capitalized Leases incurred by Parent and Restricted Subsidiaries during such period; provided, that, Capital Expenditures shall not include (i) the Collateral and Guarantee Requirement pursuant to this sub-clause (xiv), together purchase price paid in connection with the aggregate net book value a Permitted Acquisition or other Investment of all or substantially all of the assets excluded from the Collateral and Guarantee Requirement pursuant to sub-clause of another Person or business line permitted hereby, (ii) the purchase price of this clause equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for such existing equipment being traded in at such time, (Aiii) expenditures made in leasehold improvements, to the extent reimbursed by the landlord, (iv) expenditures to the extent that they are actually paid for by a third party (excluding Parent or any Restricted Subsidiary) and for which none of Parent nor any Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or monetary obligation to such third party or any other Person (whether before, during or after such period), shall not exceed $5,000,000 (v) property, plant and equipment taken in the aggregate at any time outstandingsettlement of accounts, and (xvvi) other assets not specifically included in the Collateral in circumstances where the cost of obtaining a security interest in such assets exceeds the practical benefit to the Lenders afforded thereby as reasonably determined by the Agent in consultation expenditures made with the Parentnet proceeds of any Debt (other than Loans advanced hereunder) or equity issuance. Capitalized Lease - any lease that is required to be capitalized for financial reporting purposes and reflected as a liability on a balance sheet of such Person in accordance with GAAP. CARES Act - the Coronavirus Aid, Relief, and Economic Security Act, Pub. L. 116–136 (2020), as amended. Cash Collateral - cash, and any interest or other income earned thereon, that is delivered to Agent to Cash Collateralize any Obligations. Cash Collateral Account - a demand deposit, money market or other account established by Agent at such financial institution as Agent may select in its Permitted Discretion, which account shall be subject to Agent’s Liens for the benefit of Secured Parties.

DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 Excluded Property - assets described in clause (A) of the “notwithstanding” clause in the definition of Collateral and Guarantee Requirement. Excluded Real Property - (a) any Real Property set forth on Schedule 1.01(a) of the Term Debt Agreement as in effect on the Amendment No. 5 Effective Date and (b) any Pension Real Property. Excluded Subsidiary - (a) any bona fide joint venture formed after the Amendment No. 5 Effective Date with any Person that is not an Affiliate of any Loan Party, (b) any Immaterial Subsidiary, (c) any Subsidiary that is prohibited by Applicable Law whether or not existing on the Amendment No. 5 Effective Date or Contractual Obligations existing on the Amendment No. 5 Effective Date (or, in the case of any newly acquired Subsidiary, in existence at the time of acquisition but not entered into in contemplation thereof) from Guaranteeing the Obligations or if Guaranteeing the Obligations would require governmental (including regulatory) consent, approval, license or authorization (unless such contractual obligation is waived or otherwise removed or such consent, approval, license or authorization has been obtained), (d) any other Applicable LawSubsidiary with respect to which, in the reasonable judgment of Agent, in consultation with Administrative Borrower, the burden or cost or other consequences (other than proceeds and receivables thereofadverse tax consequences) of providing a Guarantee of the Obligations shall be excessive in view of the benefits to be obtained by Secured Parties therefrom, (e) any other Subsidiary with respect to which, in the reasonable judgment of Administrative Borrower, the assignment tax consequences of which is deemed effective under the UCC or other Applicable Law, notwithstanding such prohibition, (x) any assets or rights subject to providing a purchase money security interest, Capitalized Lease or similar arrangement, other than in each case, the UST Tranche B Priority Collateral, (xi) UST Only Collateral, (xii) any assets to the extent a security interest in such assets Guarantee could result in be adverse Tax consequences as reasonably determined by Parent, in consultation with Agent, (xiiif) any intentExcluded Foreign Subsidiary of the Parent, and (g) any captive insurance company or non-to-use Trademark application prior profit Subsidiary; provided that no Person shall be an Excluded Subsidiary to the filing extent it guarantees or pledges any of its assets to secure, directly or indirectly, any other Indebtedness of any Loan Party in excess of the Threshold Amount; provided, further, that in the event that any Excluded Subsidiary guarantees or otherwise becomes an obligor under any Indebtedness, the aggregate principal amount of which exceeds the Threshold Amount, then such Excluded Subsidiary shall, notwithstanding the foregoing, no longer constitute an Excluded Subsidiary, and shall become a Loan Party hereunder. If any Guarantor becomes an Excluded Subsidiary pursuant to clause (a) of the definition of Excluded Subsidiary, such Guarantor shall only be permitted to be released from its Guarantee so long as the fair market value of any and all Investments then held by the Loan Parties in such Person are permitted as an Investment under Section 10.2.2(c)(iii) and Section 10.2.2(p) at the time such Person becomes an Excluded Subsidiary pursuant to clause (a) of the definition of “Statement of Use” or “Amendment to Allege Use” Excluded Subsidiary”. Excluded Swap Obligation - with respect theretoto any Loan Party, any Swap Obligation if, and to the extent, if any, extent that, and solely during all or a portion of the periodGuaranty of such Loan Party of, if any, in which, or the grant by such Loan Party of a security interest therein to secure, such Swap Obligation (or any Guaranty thereof) is or would impair otherwise become illegal or unlawful under the validity Commodity Exchange Act or enforceability any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such intent-to-use Trademark application Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guaranty of such Loan Party or the grant of such security interest would otherwise become effective with respect to such Swap Obligation. If a Swap Obligation arises under applicable Federal lawa master agreement governing more than one swap, such exclusion shall apply only to the DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes illegal or unlawful. Excluded Tax - with respect to any Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder, (xiva) income or franchise (or similar) Taxes imposed on (or measured by) its gross or net income by the United States, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any equipment branch profits Taxes imposed by the United States or any similar Tax imposed by any other collateral with jurisdiction in which any Borrower or Guarantor, as applicable, is located, (c) any U.S. Tax that is imposed on amounts payable to a net book value Lender at the time it becomes a party to this Agreement, acquires additional interests in an aggregate amount not to exceed $5,000,000 for all such equipment the credit facility contemplated hereunder, or other collateral designates a new lending office (other than except to the extent consisting a Foreign Lender (or its assignor, if any) was entitled, at the time of supporting obligations that can be perfected solely by the filing designation of a UCC financing statementnew lending office (or assignment); provided that the aggregate fair market value of all assets excluded , to receive additional amounts from the Collateral and Guarantee Requirement Borrowers with respect to such Tax pursuant to this sub-clause (xivSection 5.10), together (d) Taxes attributable to a failure to comply with the aggregate net book value Section 5.11, (e) Taxes imposed by a jurisdiction as a result of all assets excluded any connection between such party and such jurisdiction other than any connection arising solely from the Collateral executing, delivering, being a party to, engaging in any transactions pursuant to, performing its obligations under, or enforcing any, Loan Document, (f) any Taxes, charges or similar levies arising from an Assignment and Guarantee Requirement Acceptance, grant of a participation described in Section 13.2 hereof or a transfer or assignment to or designation of a new applicable lending office for receiving payment under any loan document, (g) any withholding Taxes imposed pursuant to sub-clause (ii) of this clause (A), shall not exceed $5,000,000 in the aggregate at any time outstandingFATCA, and (xvh) other assets not specifically included in interest, penalties and additions to Tax on the Collateral in circumstances where the cost foregoing amounts. Existing 6% Senior Notes - those certain 6% Convertible Senior Notes due 2014 under that certain Indenture, dated as of obtaining a security interest in such assets exceeds the practical benefit February 23, 2010 (as amended, restated, modified or supplemented from time to time prior to the Lenders afforded thereby date hereof), among Parent, as reasonably determined issuer, the guarantors party thereto and US Bank, National Association, as trustee. Existing ABL Facility - the credit facility governed by that certain Credit Agreement, dated as of July 22, 2011 (as amended, restated, modified or supplemented from time to time prior to the Agent date hereof), among Receivables SPV, as borrower, Parent, as servicer, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as agent. Existing Term Facility - the term loan facility governed by that certain Amended and Restated Credit Agreement, dated as of July 22, 2011 (as amended, restated, modified or supplemented from time to time prior to the date hereof), among Parent, the lenders party thereto from time to time and JPMorgan Chase Bank, National Association, as agent. Existing Letters of Credit - those Letters of Credit identified on Schedule 1.1(e) hereto. Existing Series A Notes - those certain 10% Series A Convertible Senior Secured Notes due 2015 under that certain Indenture, dated as of July 22, 2011 (as amended, restated, modified or supplemented from time to time prior to the date hereof), among Parent, as issuer, the subsidiaries party thereto as guarantors and U.S. Bank National Association, as trustee. DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 Existing Series B Notes - those certain 10% Series B Convertible Senior Secured Notes due 2015 under that certain Indenture, dated as of July 22, 2011 (as amended, restated, modified or supplemented from time to time prior to the date hereof), among Parent, as issuer, the subsidiaries party thereto as guarantors and U.S. Bank National Association, as trustee. Extended Commitment - as defined in consultation with the ParentSection 2.4.1. Extension - as defined in Section 2.4.1. Extension Amendment - as defined in Section 2.4.3. Extension Offer - as defined in Section 2.4.1.

DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 other Applicable Lawreasonably satisfactory to Agent (it being understood that if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, other than proceeds and receivables thereof, then the assignment of which is deemed effective under amount secured by the UCC or other Applicable Law, notwithstanding such prohibition, Mortgage shall be limited to 120% (x) any assets or rights subject to a purchase money security interest, Capitalized Lease or similar arrangement, other than in each case, the UST Tranche B Priority Collateral, (xi) UST Only Collateral, (xii) any assets to the extent a security interest in such assets could result in adverse Tax consequences as reasonably determined by Parentor, in consultation with Agentthe case of Real Property located in the state of New York, (xiii100%) any intent-to-use Trademark application prior to of the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use Trademark application under applicable Federal law, (xiv) any equipment or other collateral with a net book value in an aggregate amount not to exceed $5,000,000 for all such equipment or other collateral (other than to the extent consisting of supporting obligations that can be perfected solely by the filing of a UCC financing statement); provided that the aggregate fair market value of all assets excluded from the Collateral and Guarantee Requirement pursuant to this sub-clause (xivproperty at the time the Mortgage is entered into if such limitation results in such mortgage tax being calculated based upon such fair market value), together with the aggregate net book value of all assets excluded from the Collateral and Guarantee Requirement pursuant to sub-clause (ii) fully paid policies of this clause title insurance (or marked-up title insurance commitments having the effect of policies of title insurance) on the Mortgaged Property (the “Mortgage Policies”) issued by Chicago Title or another nationally recognized title insurance company reasonably acceptable to Agent in form and in an amount reasonably acceptable to Agent (not to exceed 100% of the fair market value of the Real Property (or interest therein, as applicable) covered thereby), insuring the Mortgages to be valid, subsisting Liens on the property described therein, free and clear of all Liens other than Liens permitted pursuant to Section 10.2.1, each of which shall (A) to the extent reasonably necessary, include such reinsurance arrangements (with provisions for direct access, if reasonably necessary) as shall be reasonably acceptable to Agent, (B) contain a “tie-in” or “cluster” endorsement, if available under Applicable Law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (C) have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to Agent) as shall not exceed $5,000,000 be reasonably requested by Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit (if available after the applicable Loan Party uses commercially reasonable efforts), doing business, non-imputation, public road access, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot and so-called comprehensive coverage over covenants and restrictions), (iii) either (1) an American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) form of survey for which all charges have been paid, dated a date, containing a certification and otherwise being in form and substance reasonably satisfactory to Agent or (2) such documentation as is sufficient to omit the aggregate at any time outstandingstandard survey exception to coverage under the Mortgage Policy with respect to such Mortgaged Property and affirmative endorsements reasonably requested by Agent, including “same as” survey and comprehensive endorsements, (iv) customary legal opinions, addressed to Agent and Lenders, and (xvv) other assets in order to comply with the Flood Laws, the following documents: (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”); (B) if any of the material improvement(s) to the improved Material Real Property is located in a special flood hazard area, a notification thereof to the applicable Loan Party (“Flood Notice”) and, if applicable, notification to the applicable Loan Party that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not specifically included available because the community in which the property is located does not participate in the Collateral NFIP; (C) documentation evidencing the applicable Loan Party’s receipt of the Flood Notice (e.g., a countersigned Flood Notice or return receipt of certified U.S. Mail or overnight delivery); and (D) if the Flood Notice is required to be given and flood insurance is available in circumstances where the cost community in which such Material Real Property is located, a copy of obtaining one of the following: the flood insurance policy, the applicable Loan Party’s application for a security interest in flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued or such assets exceeds other evidence of flood insurance reasonably satisfactory to Agent and documentation reasonably satisfactory to Agent supporting the practical benefit to amount of flood insurance required for such Material Real Property (any of the Lenders afforded thereby as reasonably determined by the Agent in consultation with the Parent.foregoing being “Evidence of Flood Insurance”); and

DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 other Applicable LawDecember 2013 Exchange Agreements - each of the exchange agreements dated as of December 22, other than proceeds 2013, as amended, restated, modified, waived, supplemented or consented to, by and receivables thereofamong Administrative Borrower and certain of the holders of the Series B Senior Secured Notes due 2015 that are party thereto. December 2013 Registration Rights Agreement - the Registration Rights Agreement dated as of December 22, 2013, as amended, restated modified, waived, supplemented or consented to, by and among Administrative Borrower and each of the assignment purchasers signatory thereto. December 2013 Stock Purchase Agreements - each of the stock purchase agreements dated as of December 22, 2013, as amended, restated, modified, waived, supplemented or consented to, by and among Administrative Borrower and each of the purchasers party thereto. Default - an event or condition that, with the lapse of time or giving of notice, without any waiver or cure hereunder, would constitute an Event of Default. Defaulting Lender - any Lender that (a) has failed to fund any amounts required to be funded by it under this Agreement within two (2) Business Days of the date that it is required to do so under the Agreement unless such Lender notifies Agent and Administrative Borrower in writing that such failure is the result of such Lender’s reasonable and good faith determination that one or more conditions precedent to funding (each of which is deemed effective under the UCC or other Applicable Law, notwithstanding such prohibition, (x) any assets or rights subject to a purchase money security interest, Capitalized Lease or similar arrangement, other than in each case, the UST Tranche B Priority Collateral, (xi) UST Only Collateral, (xii) any assets to the extent a security interest in such assets could result in adverse Tax consequences as reasonably determined by Parent, in consultation with Agent, (xiii) any intent-to-use Trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use Trademark application under applicable Federal law, (xiv) any equipment or other collateral with a net book value in an aggregate amount not to exceed $5,000,000 for all such equipment or other collateral (other than to the extent consisting of supporting obligations that can be perfected solely by the filing of a UCC financing statement); provided that the aggregate fair market value of all assets excluded from the Collateral and Guarantee Requirement pursuant to this sub-clause (xiv)conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (b) notified Administrative Borrower, Agent, or any Lender in writing that it does not intend to comply with all or any portion of its funding obligations under the aggregate net book value Agreement (unless such writing relates to such Xxxxxx’s obligation to fund a Loan hereunder and states that such position is based on such Xxxxxx’s reasonable and good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing) cannot be satisfied), (c) has made a public statement to the effect that it does not intend to comply with its funding obligations under the Agreement (unless such public statement relates to such Lexxxx’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s reasonable and good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such public statement) cannot be satisfied), (d) failed, within one (1) Business Day after written request by Agent, to confirm that it will comply with the terms of all assets excluded from the Collateral and Guarantee Requirement pursuant Agreement relating to sub-clause its obligations to fund any amounts required to be funded by it under the Agreement, (e) otherwise failed to pay over to Agent or any other Lender any other amount required to be paid by it under the Agreement within two (2) Business Days of the date that it is required to do so under the Agreement, (f) (i) becomes or is insolvent or has a parent company that has become or is insolvent or (ii) becomes the subject of this clause a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, or (A)g) a Lender that has, or has a direct or indirect parent company that has, become the subject of a Bail-In Action; provided, that a Lender shall not exceed $5,000,000 in the aggregate at any time outstanding, and (xv) other assets not specifically included in the Collateral in circumstances where the cost be a Defaulting Lender solely by virtue of obtaining a security interest in such assets exceeds the practical benefit to the Lenders afforded thereby as reasonably determined by the Agent in consultation with the Parent.the

DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 Disqualified Equity Interests - any Equity Interest that, by its terms (or by the terms of any security or other Applicable LawEquity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than proceeds and receivables thereofsolely for Qualified Equity Interests), the assignment of which is deemed effective under the UCC pursuant to a sinking fund obligation or other Applicable Law, notwithstanding such prohibitionotherwise, (xb) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part (except as a result of a change of control or asset sale so long as any assets rights of the holders thereof upon the occurrence of a change of control or rights asset sale event shall be subject to a purchase money security interestthe prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), Capitalized Lease (c) provides for scheduled payments of dividends in cash, or similar arrangement(d) is or becomes convertible into or exchangeable for Debt or any other Equity Interests that would constitute Disqualified Equity Interests, other than in each case, the UST Tranche B Priority Collateral, (xi) UST Only Collateral, (xii) any assets to the extent a security interest in such assets could result in adverse Tax consequences as reasonably determined by Parent, in consultation with Agent, (xiii) any intent-to-use Trademark application prior to the filing date that is ninety-one (91) days after the then Latest Maturity Date; provided, that if such Equity Interests are issued pursuant to, or in accordance with, a plan for the benefit of employees of Parent or Restricted Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by Parent or Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability. Disqualified Lender - (i) those banks, financial institutions and other entities identified in writing by Administrative Borrower to Agent prior to the date hereof, (ii) any competitors of Parent or its Subsidiaries, and (iii) any of their known Affiliates; provided, that a “competitor” or an affiliate of a “Statement of Use” competitor or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, an entity referenced in which, the grant of a security interest therein would impair the validity clause (i) above shall not include any bona fide debt fund or enforceability of such intent-to-use Trademark application under applicable Federal law, (xiv) any equipment or other collateral with a net book value in an aggregate amount not to exceed $5,000,000 for all such equipment or other collateral investment vehicle (other than a person which is excluded pursuant to clause (i) above) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business. Dollar(s) - lawful money of the United States. Domain Names - all internet domain names and associated URL addresses in or to which any Loan Party now or hereafter has any right, title or interest. Domestic Subsidiary - any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia; provided, that notwithstanding the foregoing, “Domestic Subsidiary” shall not include any Subsidiary substantially all of the assets of which are Equity Interests or Debt in (or owed by) one or more Subsidiaries that are not Domestic Subsidiaries. Dominion Account - any special account, lockbox, blocked account or other deposit account established by Loan Parties at Citizens, JPMorgan Chase Bank, National Association, Bank of Nova Scotia, The Toronto-Dominion Bank, or another bank reasonably acceptable to Agent which is subject to a Deposit Account Control Agreement in favor of Agent. EEA Financial Institution - (a) any credit institution or investment firm established in any EEA Member Country which is subject to the extent consisting supervision of supporting obligations that can be perfected solely by the filing an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of a UCC financing statement); provided that the aggregate fair market value of all assets excluded from the Collateral and Guarantee Requirement pursuant to this sub-an institution described in clause (xiv), together with the aggregate net book value of all assets excluded from the Collateral and Guarantee Requirement pursuant to sub-clause (iia) of this clause definition, or (A)c) any financial institution established in an EEA Member Country DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. EEA Member Country - any of the member states of the European Union, shall not exceed $5,000,000 Iceland, Liechtenstein, and Norway. EEA Resolution Authority - any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. Eligible Account - an Account owing to a Loan Party that arises in the aggregate at Ordinary Course of Business (or, subject to Section 10.2.2, acquired by a Loan Party in connection with any time outstandingPermitted Acquisition or other acquisition permitted hereunder and, and (xv) other assets not specifically included in the Collateral in circumstances where the cost any such instance, has been reviewed as part of obtaining a security interest in such assets exceeds the practical benefit to the Lenders afforded thereby as reasonably determined field exam conducted by the Agent pursuant to Section 10.1.10) from the sale or lease of goods or rendition of services and is payable in consultation with the Parent.Dollars or Canadian Dollars; provided, that in no event shall an Account be an Eligible Account if: