Common use of Excluded Information Clause in Contracts

Excluded Information. [[The] [Each] Assignee acknowledges and agrees that (i) the Assignor may possess or come into possession of additional information regarding the Assigned Interest or the Credit Parties at the time of or at any time after the transactions contemplated by this Assignment and Acceptance are consummated that was not known to such Assignee or the Assignor as of the Effective Date and that, when taken together with information that was known to the Assignor at the time such assignment was consummated, may be information that would have been material to such Assignee’s decision to enter into the assignment of such Assigned Interests (“Assignor Known Excluded Information”), (ii) such Assignee will independently make its own analysis and determination to enter into an assignment of its Assigned Interests and to consummate the transactions contemplated hereby notwithstanding such Assignee’s lack of knowledge of Assignor Known Excluded Information and (iii) none of the Assignor, the Credit Parties, the Sponsor or any other Person shall have any liability to such Assignee with respect to the nondisclosure of the Assignor Known Excluded Information.]2 [[The] [Each] Assignor acknowledges and agrees that (i) the Assignee may possess or come into possession of additional information regarding the Assigned Interests or the Credit Parties at any time after the transactions contemplated by this Assignment and Acceptance are consummated that was not known to such Assignor or the Assignee as of the Effective Date and that, when taken together with information that was known to the Assignee at the time such assignment was consummated, may be information that would have been material to such Assignor’s decision to enter into the assignment of such Assigned Interests (“Assignee Known Excluded Information”), (ii) such Assignor will independently make its own analysis and determination to enter into an assignment of its Assigned Interests and to consummate the assignment hereby notwithstanding such Assignor’s lack of knowledge of Assignee Known Excluded Information and (iii) none of the Assignee, the Credit Parties, the Sponsor or any other Person shall have any liability to such Assignor with respect to the nondisclosure of the Assignee Known Excluded Information.]3 2 Include if Assignor is an Affiliated Lender 3 Include if Assignee is an Affiliated Lender EXECUTION VERSION THIS GUARANTEE, dated as of December 2, 2016 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Guarantee”), is made by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 20 hereof (collectively, the “Guarantors” and, each, individually, a “Guarantor”), in favor of the Collateral Agent for the benefit of the Secured Parties.

Excluded Information. [[The] [Each] Assignee Buyer acknowledges and agrees that (ia) Seller has provided Buyer the Assignor opportunity to review the Credit Documents (other than the Excluded Documents) in the possession of Seller and Buyer is assuming all risk with respect to the accuracy or sufficiency of such documents and information, (b) Seller currently may possess or have, and later may come into possession of, information or documents with respect to the Assets or any Borrower, Obligor or any of additional information regarding the Assigned Interest or the Credit Parties at the time of or at any time after the transactions contemplated by this Assignment and Acceptance are consummated their Affiliates that was is not known to such Assignee Buyer and that may be material, and if known to Buyer, could have an impact upon perceived, apparent or actual value of, the merits and risks with respect to, or the Assignor as of the Effective Date and that, when taken together with information that was known to the Assignor at the time such assignment was consummated, may be information that would have been material to such Assignee’s decision to enter into acquire, the assignment of such Assigned Interests Assets or Assumed Obligations (“Assignor Known Excluded Information”), (iic) such Assignee will independently make Buyer has determined to purchase the Assets and assume the Assumed Obligations notwithstanding its own analysis and determination to enter into an assignment of its Assigned Interests and to consummate the transactions contemplated hereby notwithstanding such Assignee’s lack of knowledge of Assignor Known the Excluded Information Information, and (iiid) none of the AssignorSeller shall have no liability to Buyer, the Credit Parties, the Sponsor and Buyer waives and releases any claims that it might have against Seller or any other Person shall have any liability to such Assignee Seller Indemnitee, whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Assignor Known Excluded Information.]2 [[The] [Each] Assignor Information in connection with the transactions contemplated hereby, provided, however, that the Excluded Information shall not and does not affect the truth or accuracy of Seller’s representations and warranties in this Agreement. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that understands that: (i) the Assignee may possess or come into possession of additional Certain information regarding the Assigned Interests or in the Credit Parties at any time after the transactions contemplated by this Assignment and Acceptance are consummated that was not known to such Assignor or the Assignee as Documents in respect of the Effective Date Assets was obtained from outside sources in respect of which Seller has made no independent investigation or verification and that, when taken together with information that was known makes no representation or warranty as to the Assignee at the time such assignment was consummatedcontent, may be information that would have been material to such Assignor’s decision to enter into the assignment of such Assigned Interests (“Assignee Known Excluded Information”), accuracy or completeness thereof; (ii) such Assignor will independently make its own analysis the Credit Documents may contain summaries, analyses, reports, site assessments, valuations and determination to enter into an assignment of its Assigned Interests and to consummate appraisals (collectively hereinafter, the assignment hereby notwithstanding such Assignor’s lack of knowledge of Assignee Known Excluded Information and (iii“Reports”) none prepared by or on behalf of the Assignee, the Credit Parties, the Sponsor or any other Person shall have any liability to such Assignor Seller with respect to the nondisclosure Assets, the Borrowers, the Obligors, the Collateral and related matters and Buyer shall have no right to rely on the conclusions or other data set forth in the Reports and shall have no recourse against Seller or any third party that prepared any of the Assignee Known Excluded Information.]3 2 Include if Assignor is an Affiliated Lender 3 Include if Assignee is an Affiliated Lender EXECUTION VERSION THIS GUARANTEE, dated as Reports on behalf of December 2, 2016 (as Seller in the same may be amended, restated, amended and restated, supplemented event of any errors in or omissions from any such Reports or otherwise modified from time concerning inaccuracies in the Reports or in the Credit Documents; and (iii) the Assets are being sold “AS IS, WHERE IS” and “WITH ALL FAULTS”, and except as expressly set forth herein, Seller does not and will not make any oral or written representations, warranties, promises or guarantees whatsoever, whether express or implied, concerning or with regard to, and expressly disclaims any liability or obligation with respect to, concerning or relating to time, this “Guarantee”), is made by each any aspect of the signatories listed Assets, the Borrowers or the Obligors, including without limitation, any of the following: (A) the validity, enforceability or collectability of any Loan, Credit Document, Judgment or Proof of Claim; (B) the value, marketability, condition, profitability of any Collateral or the amount necessary to rehabilitate any Collateral; (C) title or ownership to or of any Collateral, or any portion or part thereof, or the validity, perfection or priority of any lien on the signature pages hereto Collateral or any part thereof; (D) tax or accounting consequences or valuations, including, without limitation, the tax status of any Loan; (E) compliance with any environmental protection, pollution or land use laws, including, but not limited to, those JPMorgan Chase – LPSA – RRE Iroquois Holdings, LLC (Pennsylvania One-off) (Loan # 625982481) pertaining to the use, handling, generating, treating, storing or disposing of any hazardous waste, hazardous substance, petroleum product, storage tank, or other container therefor, asbestos or any other substance controlled or otherwise governed by applicable laws; (F) governmental laws, governmental approvals and each any other restrictions applicable to any of the other entities that becomes a party hereto pursuant to Section 20 hereof (collectivelyAssets, the “Guarantors” andBorrowers or the Obligors; (G) the financial condition or creditworthiness of any Borrower or Obligor; (H) claims by any Borrower or Obligor against Seller under any Credit Document or otherwise, eachor claims by third parties against Seller or any Borrower or Obligor; (I) the compliance by Seller or any predecessor to Seller with any and all applicable Federal, individuallystate, a “Guarantor”)or local laws, and all rules, regulations or ordinances promulgated pursuant thereto, pertaining to or in favor any manner related to any of the Collateral Agent for Assets, the benefit Borrowers or the Obligors; (J) compliance of any of the Secured PartiesAssets with any state or Federal usury laws or regulations applicable thereto.

Excluded Information. [[The] [Each] Assignee In connection with any assignment pursuant to this Assignment and Assumption, each of the Assignor and the Assignee, in its capacity as purchaser of the Assigned Interest, acknowledges and agrees that as of the Effective Date that (i) the Assignor may possess or come into possession assignment is pursuant to the terms of additional information regarding the Assigned Interest or Section 10.6 of the Credit Parties at the time of or at any time after the transactions contemplated by this Assignment and Acceptance are consummated that was not known to such Assignee or the Assignor as of the Effective Date and that, when taken together with information that was known to the Assignor at the time such assignment was consummated, may be information that would have been material to such Assignee’s decision to enter into the assignment of such Assigned Interests (“Assignor Known Excluded Information”)Agreement, (ii) such Assignee will the other party to the Assignment and Assumption currently may have, and later may come into possession of, Excluded Information, (iii) it has independently make and, without reliance on any Non-Debt Fund Affiliate or Purchasing Borrower Party or any of their Subsidiaries, Holdings, the Borrower or any of their Subsidiaries, or the Administrative Agent, has made its own analysis and determination to participate in such assignment notwithstanding such Lender’s lack of knowledge of the Excluded Information to enter into an assignment of its Assigned Interests the Assignment and Assumption and to consummate the transactions contemplated hereby notwithstanding such Assignee’s lack of knowledge of Assignor Known Excluded Information and thereby, (iiiiv) none of the Assignorany Non-Debt Fund Affiliate or Purchasing Borrower Party or any of their Subsidiaries, Holdings, the Credit PartiesBorrower or their respective Subsidiaries, or the Sponsor or any other Person Administrative Agent shall have any liability to such Assignee it, and it hereby waives and releases, to the extent permitted by law, any claims it may have against any Non-Debt Fund Affiliate or Purchasing Borrower Party and any of their Subsidiaries, Holdings, the Borrower and their respective Subsidiaries, and the Administrative Agent, under applicable laws or otherwise, with respect to the nondisclosure of the Assignor Known Excluded Information.]2 [[The] [Each] Assignor Information. Each of the assigning Lender and Assignee, in its capacity as purchaser of the Acquired Interest, further acknowledges and agrees that (i) the Assignee Excluded Information may possess or come into possession of additional information regarding not be available to the Assigned Interests Administrative Agent or the Credit Parties at any time after the transactions contemplated by this Assignment other Lenders. Barclays Bank PLC 0000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxx / Barclays Agency Services Facsimile: 000-000-0000 Telephone: 000-000-0000 Email: xxxxxx.xxxxx@xxxxxxxx.xxx / xxxxxxxxxxxx0@xxxxxxxx.xxx Ladies and Acceptance are consummated that was not known to such Assignor or the Assignee as of the Effective Date and that, when taken together with information that was known Gentlemen: Reference is made to the Assignee at the time such assignment was consummated, may be information that would have been material to such Assignor’s decision to enter into the assignment of such Assigned Interests (“Assignee Known Excluded Information”), (ii) such Assignor will independently make its own analysis and determination to enter into an assignment of its Assigned Interests and to consummate the assignment hereby notwithstanding such Assignor’s lack of knowledge of Assignee Known Excluded Information and (iii) none of the Assignee, the Credit Parties, the Sponsor or any other Person shall have any liability to such Assignor with respect to the nondisclosure of the Assignee Known Excluded Information.]3 2 Include if Assignor is an Affiliated Lender 3 Include if Assignee is an Affiliated Lender EXECUTION VERSION THIS GUARANTEE, Agreement dated as of December 2January 31, 2016 2014 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, this the “GuaranteeCredit Agreement”), among the undersigned, as Borrower, NMH Holdings, LLC, the Lenders named therein and Barclays Bank PLC, as Administrative Agent. Terms defined in the Credit Agreement are used herein with the same meanings. Pursuant to Section 2.2 if the Credit Agreement, the Borrower hereby requests a Tranche B Term Loan Borrowing, as follows: 1. In the aggregate amount of $ . 2. On , 201 (a Business Day). 3. Comprised of a [ABR] [Eurodollar Rate] Borrowing. 4. Interest Period as to any Eurodollar Loan: [ ]]1 [4][5]. The Borrower’s account to which funds are to be disbursed is: 1 Specify one, two, three or six (or, if agreed to by all Lenders under the relevant Facility, twelve) months. The location and number of Borrower’s account at Administrative Agent to which proceeds of the Loans are to be disbursed: Bank: Bank City/State: Beneficiary Account Name: Beneficiary Account #: Beneficiary ABA #: Beneficiary City/State: Ref info: Attn: Xxxxx Xxxxxxx The Borrower hereby represents and warrants that the conditions specified in paragraphs (a) and (b) of Section 5.2 of the Credit Agreement are satisfied. Very truly yours, NATIONAL MENTOR HOLDINGS, INC. By: Name: Title: Barclays Bank PLC 0000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxx / Barclays Agency Services Facsimile: 000-000-0000 Telephone: 000-000-0000 Email: xxxxxx.xxxxx@xxxxxxxx.xxx / xxxxxxxxxxxx0@xxxxxxxx.xxx Ladies and Gentlemen: Reference is made by each to the Credit Agreement dated as of January 31, 2014 (as amended, supplemented or otherwise modified and in effect from time to time, the signatories listed on “Credit Agreement”), among the signature pages hereto undersigned, as Borrower, NMH Holdings, LLC the Lenders named therein and each Barclays Bank PLC, as Administrative Agent. Terms defined in the Credit Agreement are used herein with the same meanings. This notice constitutes a notice of borrowing and the other entities Borrower hereby requests that becomes a party hereto the Revolving Lenders make Revolving Loans under the Credit Agreement, and in that connection the Borrower specifies the following information pursuant to Section 20 hereof (collectively, the “Guarantors” and, each, individually, a “Guarantor”), in favor 2.5 of the Collateral Agent for Credit Agreement with respect to the benefit borrowing of the Secured Parties.Revolving Loans requested hereby: Principal amount of Revolving Loans: $[ ].1

Excluded Information. [[The] [Each] Assignee In connection with any assignment pursuant to this Assignment and Assumption, each of the Assignor and the Assignee, in its capacity as purchaser of the Assigned Interest, acknowledges and agrees that as of the Effective Date that (i) the Assignor assignment is pursuant to the terms of Section 10.6 of the Credit Agreement, (ii) the other party to the Assignment and Assumption currently may possess or have, and later may come into possession of additional of, information regarding the Assigned Interest Loan Documents or the Credit Loan Parties at the time of or at any time after the transactions contemplated by this Assignment and Acceptance are consummated their Related Parties that was is not known to such Assignee or the Assignor as of the Effective Date it and that, when taken together with information that was known to the Assignor at the time such assignment was consummated, may be information that would have been material to such Assignee’s a decision to enter into the assignment of such Assigned Interests an Assignment and Assumption (“Assignor Known Excluded Information”), (iiiii) such Assignee will it has independently make and without reliance on the other party made its own analysis and determination determined to enter into an assignment of its Assigned Interests the Assignment and Assumption and to consummate the transactions contemplated hereby thereby notwithstanding such Assignee’s its lack of knowledge of Assignor Known the Excluded Information and (iiiiv) none of the Assignor, the Credit Parties, the Sponsor or any other Person party shall have any no liability to such Assignee it, and it hereby (to the extent permitted by law) waives and releases any claims it may have against the other party (under applicable laws or otherwise) with respect to the nondisclosure of the Assignor Known Excluded Information.]2 [[The] [Each] Assignor Information; provided that the Excluded Information shall not and does not affect the truth or accuracy of the representations or warranties of such party in this Standard Terms and Conditions. Each of the assigning Lender and Assignee, in its capacity as purchaser of the Acquired Interest, further acknowledges and agrees that (i) the Assignee Excluded Information may possess or come into possession of additional information regarding not be available to the Assigned Interests Agents or the Credit Parties at any time after the transactions contemplated by this Assignment and Acceptance are consummated that was not known to such Assignor or the Assignee as of the Effective Date and thatother Lenders. UBS AG, when taken together with information that was known Stamford Branch 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: Banking Products Services Agency Dear Sirs: Reference is made to the Assignee at the time such assignment was consummated, may be information that would have been material to such Assignor’s decision to enter into the assignment of such Assigned Interests (“Assignee Known Excluded Information”), (ii) such Assignor will independently make its own analysis Amended and determination to enter into an assignment of its Assigned Interests and to consummate the assignment hereby notwithstanding such Assignor’s lack of knowledge of Assignee Known Excluded Information and (iii) none of the Assignee, the Restated Credit Parties, the Sponsor or any other Person shall have any liability to such Assignor with respect to the nondisclosure of the Assignee Known Excluded Information.]3 2 Include if Assignor is an Affiliated Lender 3 Include if Assignee is an Affiliated Lender EXECUTION VERSION THIS GUARANTEEAgreement, dated as of December 2October 15, 2016 2012 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, this the “GuaranteeCredit Agreement”), is made by each among the undersigned, as Borrower, NMH Holdings, LLC the Lenders named therein and UBS AG, Stamford Branch, as Administrative Agent. Terms defined in the Credit Agreement are used herein with the same meanings. This notice constitutes a notice of borrowing and the signatories listed on Borrower hereby requests that the signature pages hereto [Amended][Original] Revolving Lenders make [Amended][Original] Revolving Loans under the Credit Agreement, and each of in that connection the other entities that becomes a party hereto Borrower specifies the following information pursuant to Section 20 hereof 2.5 of the Credit Agreement with respect to the borrowing of the [Amended][Original] Revolving Loans requested hereby: Principal amount of [Amended][Original] Revolving Loans: $[ ].1 I. [Amended][Original] Revolving Loans Borrowing Date (collectivelywhich is a Business Day): [ ] II. Type of [Amended][Original] Revolving Loans: [Eurodollar Loans][ABR Loans] III. Interest Period as to any Eurodollar Loan: [ ]2 1 Each borrowing shall be in an amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 over such amount (or, if the then aggregate Available [Amended][Original] Revolving Commitments are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof; provided, that the Swingline Lender may request, on behalf of the Borrower, borrowings under the [Amended][Original] Revolving Commitments that are ABR Loans in other amounts pursuant to Section 2.7 of the Credit Agreement. 2 Specify one, two, three or six (or, if agreed to by all Lenders under the relevant Facility, nine or twelve) months. The location and number of Borrower’s account at Administrative Agent to which proceeds of the [Amended][Original] Revolving Loans are to be disbursed: Bank: Bank City/State: Beneficiary Account Name: Beneficiary Account #: Beneficiary ABA #: Beneficiary City/State: Ref info: Attn: Xxxxx Xxxxxxx The Borrower hereby represents and warrants that the conditions specified in paragraphs (a) and (b) of Section 5.2 of the Credit Agreement are satisfied. Very truly yours, NATIONAL MENTOR HOLDINGS, INC. By: Name: Title: CONSENT TO AMENDMENT AGREEMENT (this “Consent”) to Amendment Agreement (“Amendment Agreement”), dated as of October 15, 2012, by and among NATIONAL MENTOR HOLDINGS, INC., a Delaware corporation (the “Borrower”), NMH HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the Subsidiary Guarantors, UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, the “Guarantors” andAdministrative Agent”) and Issuing Lender, eachand UBS LOAN FINANCE LLC, individuallyas Swingline Lender. Unless otherwise defined herein, a “Guarantor”), terms defined in favor of the Collateral Agent for Credit Agreement and used herein shall have the benefit of meanings given to them in the Secured PartiesAmendment Agreement.

Excluded Information. [[The] [Each] Assignee acknowledges and agrees (a) The Purchaser has informed the Seller that the Purchaser may have information relating to Sycamore that is not known to the Seller (the "Excluded Information"). (b) The Purchaser is not disclosing the Excluded Information to the Seller. (c) If the Excluded Information were disclosed to the Seller, the Excluded Information may affect (i) the Assignor Seller's willingness to enter into this Agreement and (ii) the price that the Seller would be willing to accept to sell the Shares. Moreover, the Excluded Information may possess indicate that the value of the Shares is substantially lower or come into higher than the purchase price contemplated to be paid by the Purchaser to the Seller for the Shares. (d) Notwithstanding the Purchaser's possession of additional information regarding the Assigned Interest or Excluded Information, the Credit Parties Seller desires to enter into this Agreement, and undertake the transactions contemplated hereby, at this time for its own business purposes. The Seller acknowledges that the time Purchaser would not enter into this Agreement with the Seller in the absence of or at any time after the protections afforded to the Purchaser by this Section 2.4 and that the Seller is making the representations, warranties, acknowledgements and waivers contained herein as an inducement to the Purchaser to enter into this Agreement. (e) The Seller is experienced, sophisticated and knowledgeable in the trading of securities and other instruments of private and public companies and understands that it may be subject to a disadvantage on account of the disparity of the access to, and possession of, the Excluded Information between the Seller and the Purchaser. The Seller has conducted an independent evaluation of the Shares to determine whether to enter into this Agreement and, notwithstanding the absence of access by the Seller to the Excluded Information, the Seller is desirous of entering into this Agreement and consummating the transactions contemplated hereby. (f) The Seller, because of, among other things, its business and financial experience, is capable of evaluating the merits and risks of the transactions contemplated by this Assignment Agreement and Acceptance are consummated that was not known to such Assignee or the Assignor as of the Effective Date and that, when taken together with information that was known to the Assignor at the time such assignment was consummated, may be information that would have been material to such Assignee’s decision to enter into the assignment of such Assigned Interests (“Assignor Known Excluded Information”), (ii) such Assignee will independently make protecting its own analysis interests in connection with this Agreement. (g) The Seller hereby irrevocably and determination to enter into an assignment unconditionally waives any and all actions, causes of actions, rights or claims, whether known or unknown, contingent or matured, and whether currently existing or hereafter arising, that it may have or hereafter acquire against the Purchaser, its Assigned Interests affiliated funds, accounts and to consummate the transactions contemplated hereby notwithstanding such Assignee’s lack of knowledge of Assignor Known Excluded Information and (iii) none of the Assignormanagement entities, the Credit Parties, the Sponsor or any other Person shall have any liability to such Assignee with respect to the nondisclosure of the Assignor Known Excluded Information.]2 [[The] [Each] Assignor acknowledges and agrees that (i) the Assignee may possess or come into possession of additional information regarding the Assigned Interests or the Credit Parties at any time after the transactions contemplated by this Assignment and Acceptance are consummated that was not known to such Assignor or the Assignee as of the Effective Date and that, when taken together with information that was known to the Assignee at the time such assignment was consummated, may be information that would have been material to such Assignor’s decision to enter into the assignment of such Assigned Interests (“Assignee Known Excluded Information”), (ii) such Assignor will independently make its own analysis and determination to enter into an assignment of its Assigned Interests and to consummate the assignment hereby notwithstanding such Assignor’s lack of knowledge of Assignee Known Excluded Information and (iii) none of the Assignee, the Credit Parties, the Sponsor or any other Person shall have any liability to such Assignor with respect to the nondisclosure of the Assignee Known Excluded Information.]3 2 Include if Assignor is an Affiliated Lender 3 Include if Assignee is an Affiliated Lender EXECUTION VERSION THIS GUARANTEE, dated as of December 2, 2016 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Guarantee”), is made by and/or each of the signatories listed on the signature pages hereto their respective officers, directors, shareholders, partners, members, employees, agents, representatives and each of the other entities that becomes a party hereto pursuant to Section 20 hereof affiliates (collectively, the “Guarantors” and"Released Persons") in any way, eachdirectly or indirectly, individuallyarising out of, relating to or resulting from such Released Persons’ failure to disclose the Excluded Information to the Seller or otherwise in connection with this Agreement, including, without limitation, claims it may have or hereafter acquire under applicable federal and/or state securities laws and common-law fraud doctrines. The Seller also agrees that it shall not institute or maintain any cause of action, suit, complaint or other proceeding against any Released Person as a result of Released Persons' failure to disclose the Excluded Information to the Seller or otherwise in connection with this Agreement. (h) The Seller intends to effect, to the maximum extent permitted by law, a “Guarantor”)complete, knowing, irrevocable and unconditional waiver of its rights as set forth in favor this Section 2.4. (i) The Seller has consulted with its own counsel and its own financial and other advisors with respect to this Agreement and the terms hereof. The Seller has executed and delivered this Agreement freely and voluntarily based upon the advice of the Collateral Agent for the benefit of the Secured Partiessuch counsel and advisors.

Excluded Information. [[The] [Each] Assignee (a) The Queue Seller acknowledges that the Purchaser may have access to and agrees may possess material nonpublic information regarding the Purchaser not known to the Queue Seller (the “Excluded Information”). The Excluded Information may or may not be material, may or may not have been publicly disclosed by or on behalf of the Purchaser, directly or indirectly, and may or may not be available to the Queue Seller from sources other than the Purchaser. Although such Excluded Information may be indicative of a value of the Queue Shares that is substantially different than the Queue Purchase Price, the Queue Seller is experienced, sophisticated and knowledgeable in trading securities of public and private companies and understands the disadvantages to which the Queue Seller may be subject on account of the disparity of information as between the Queue Seller and the Purchaser, and the Queue Seller has nonetheless deemed it appropriate and in its best interest to engage in the sale of the Queue Shares hereunder. The Queue Seller further represents, warrants and acknowledges that it: (a) is a sophisticated seller with respect to the Queue Shares, (b) has adequate information concerning the Queue Shares, (c) has conducted, to the extent it deemed necessary, an independent investigation of such matters as, in its judgment, is necessary for it to make an informed investment decision with respect to the sale of the Queue Shares to the Purchaser and with respect to the Purchaser as the purchaser of the Queue Shares, and (d) has not relied upon the Purchaser for any investigation into, assessment of, or evaluation with respect to the sale of the Queue Shares to the Purchaser or with respect to the Purchaser as the purchaser of the Queue Shares. (b) The Queue Seller acknowledges that it has been afforded (i) the Assignor may possess or come into possession of additional opportunity to receive information regarding (including the Assigned Interest or the Credit Parties at the time of or at any time after the transactions contemplated by this Assignment and Acceptance are consummated that was not known to such Assignee or the Assignor as of the Effective Date and that, when taken together with information that was known to the Assignor at the time such assignment was consummated, may be information that would have been material to such Assignee’s decision to enter into the assignment of such Assigned Interests (“Assignor Known Excluded Information”)) about the Purchaser and its financial condition, results of operations, business, properties, management and prospects, and (ii) the opportunity to ask such Assignee will independently make its own analysis and determination to enter into an assignment of its Assigned Interests questions of, and to consummate the transactions contemplated hereby notwithstanding such Assignee’s lack of knowledge of Assignor Known Excluded Information and (iii) none receive answers from, Representatives of the AssignorPurchaser concerning such information (including the Excluded Information), in each case sufficient to enable it to evaluate a decision to sell the Credit PartiesQueue Shares to the Purchaser. (c) The Queue Seller hereby: (1) agrees that neither the Purchaser nor its directors, the Sponsor officers, partners, stockholders, members, investors, employees, attorneys, agents or any other Person Representatives shall have any liability to such Assignee the Queue Seller or its affiliates with respect to the nondisclosure existence, possession or non-disclosure of any Excluded Information, whether arising directly or indirectly, primarily or secondarily, by contract or operation of law or otherwise, including as a matter of contribution, indemnification, set-off, rescission, or reimbursement; (2) waives any right, claim or cause of action, at law or in equity, arising from or relating to, directly or indirectly, the existence, possession or non-disclosure of any Excluded Information, including without limitation pursuant to Sections 10(b) and 20A of the Assignor Known Exchange Act, or the rules and regulations promulgated by the Securities and Exchange Commission under the Exchange Act, and relinquishes all rights and remedies accorded by applicable law to a seller of securities with respect to the Queue Shares to the maximum extent permitted by law, as well as all rights to participate in any claim, action or remedy others may now or hereafter have with respect to the foregoing; and (3) with respect to the purchase and sale of the Queue Shares, releases and discharges the Purchaser and its directors, officers, partners, stockholders, members, investors, employees, attorneys, agents and Representatives and all successors and assigns thereto (each a “Released Party”) of and from any and all suits, demands, obligations, liabilities, claims and causes of action, contingent or otherwise, of every kind and nature, at law and in equity, which the Queue Seller and/or its affiliates, successors or assigns may have against any Released Party, to the extent arising from or in connection with the existence, possession or non-disclosure of any Excluded Information.]2 [[The] [Each] Assignor acknowledges and agrees Information whether asserted, unasserted, absolute, contingent, known or unknown. (d) The Queue Seller hereby represents to each Released Party that (i) it has not assigned any claim or possible claim against the Assignee may possess or come into possession of additional information regarding the Assigned Interests or the Credit Parties at any time after the transactions contemplated by this Assignment and Acceptance are consummated that was not known to such Assignor or the Assignee as of the Effective Date and that, when taken together with information that was known to the Assignee at the time such assignment was consummated, may be information that would have been material to such Assignor’s decision to enter into the assignment of such Assigned Interests (“Assignee Known Excluded Information”)Released Parties, (ii) such Assignor will independently make its own analysis and determination it fully intends to enter into an assignment of its Assigned Interests and to consummate release all claims against the assignment hereby notwithstanding such Assignor’s lack of knowledge of Assignee Known Excluded Information Released Parties as set forth above, and (iii) none of the Assigneeit has been advised by, the Credit Partiesand has consulted with, the Sponsor or any other Person shall have any liability to such Assignor counsel with respect to the nondisclosure execution and delivery of this Agreement and has been fully apprised of the Assignee Known Excluded Information.]3 2 Include if Assignor is an Affiliated Lender 3 Include if Assignee is an Affiliated Lender EXECUTION VERSION THIS GUARANTEE, dated as of December 2, 2016 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Guarantee”), is made by each consequences of the signatories listed on the signature pages hereto waivers and each of the other entities that becomes a party hereto pursuant to releases set forth in this Section 20 hereof (collectively, the “Guarantors” and, each, individually, a “Guarantor”), in favor of the Collateral Agent for the benefit of the Secured Parties2.8.

Excluded Information. [[The] [Each] The Assignee acknowledges and agrees that (i) the Assignor may possess or come into possession of additional information regarding the Assigned Interest or the Credit Loan Parties at the time of or at any time after the transactions contemplated by this Sponsor Permitted Assignee Assignment and Acceptance are consummated that was not known to such Assignee or the Assignor as of the Effective Date and that, when taken together with information that was known to the Assignor at the time such assignment was consummated, may be information that would have been material to such Assignee’s decision to enter into the assignment of such Assigned Interests (“Assignor Known Excluded Information”), (ii) such Assignee will independently make its own analysis and determination to enter into an assignment of its Assigned Interests and to consummate the transactions contemplated hereby notwithstanding such Assignee’s lack of knowledge of Assignor Known Excluded Information and (iii) none of the Assignor, the Credit Loan Parties, the Sponsor or any other Person shall have any liability to such Assignee with respect to the nondisclosure of the Assignor Known Excluded Information.]2 Information.]1 [[The] [Each] The Assignor acknowledges and agrees that (i) the Assignee may possess or come into possession of additional information regarding the Assigned Interests or the Credit Loan Parties at any time after the transactions contemplated by this Sponsor Permitted Assignee Assignment and Acceptance are consummated that was not known to such Assignor or the Assignee as of the Effective Date and that, when taken together with information that was known to the Assignee at the time such assignment was consummated, may be information that would have been material to such Assignor’s decision to enter into the assignment of such Assigned Interests (“Assignee Known Excluded Information”), (ii) such Assignor will independently make its own analysis and determination to enter into an assignment of its Assigned Interests and to consummate the assignment hereby notwithstanding such Assignor’s lack of knowledge of Assignee Known Excluded Information and (iii) none of the Assignee, the Credit Loan Parties, the Sponsor or any other Person shall have any liability to such Assignor with respect to the nondisclosure of the Assignee Known Excluded Information.]3 2 Include if Information.]2 1 To be used when Assignor is an Affiliated Lender 3 Include if a Sponsor Permitted Assignee 2 To be used when Assignee is an Affiliated Lender EXECUTION VERSION THIS GUARANTEEa Sponsor Permitted Assignee Reference is hereby made to the Senior Secured First Lien Credit Agreement, dated as of December 2May 31, 2016 2018 (as the same may be amended, restated, amended and restatedrefinanced, extended, supplemented or otherwise modified in writing from time to time, this the “GuaranteeCredit Agreement”), is made by among Project Angel Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”), Project Angel Holdings, LLC, a Delaware limited liability company (“Initial Borrower”), MeridianLink, Inc., a California corporation (“ML Target” and together with Initial Borrower, each of the signatories listed on the signature pages hereto a “Borrower” and each of the other entities that becomes a party hereto pursuant to Section 20 hereof (collectively, the “Guarantors” and, each, individually, a “GuarantorBorrowers”), in favor the Lenders from time to time party thereto and Antares Capital LP (“Antares”), as Administrative Agent, an L/C Issuer and as Collateral Agent. Pursuant to the provisions of Section 3.01(e) of the Collateral Agent for Credit Agreement, the benefit undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of either of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to either of the Borrowers as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W- 8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] Reference is hereby made to the Senior Secured PartiesFirst Lien Credit Agreement, dated as of May 31, 2018 (as amended, restated, refinanced, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Project Angel Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”), Project Angel Holdings, LLC, a Delaware limited liability company (“Initial Borrower”), MeridianLink, Inc., a California corporation (“ML Target” and together with Initial Borrower, each a “Borrower” and collectively, the “Borrowers”), the Lenders from time to time party thereto and Antares Capital LP (“Antares”), as Administrative Agent, an L/C Issuer and as Collateral Agent. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of either of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to either of the Borrowers as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Reference is hereby made to the Senior Secured First Lien Credit Agreement, dated as of May 31, 2018 (as amended, restated, refinanced, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Project Angel Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”), Project Angel Holdings, LLC, a Delaware limited liability company (“Initial Borrower”), MeridianLink, Inc., a California corporation (“ML Target” and together with Initial Borrower, each a “Borrower” and collectively, the “Borrowers”), the Lenders from time to time party thereto and Antares Capital LP (“Antares”), as Administrative Agent, an L/C Issuer and as Collateral Agent. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of either of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to either of the Borrowers as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W- 8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] Reference is hereby made to the Senior Secured First Lien Credit Agreement, dated as of May 31, 2018 (as amended, restated, refinanced, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Project Angel Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”), Project Angel Holdings, LLC, a Delaware limited liability company (“Initial Borrower”), MeridianLink, Inc., a California corporation (“ML Target” and together with Initial Borrower, each a “Borrower” and collectively, the “Borrowers”), the Lenders from time to time party thereto and Antares Capital LP (“Antares”), as Administrative Agent, an L/C Issuer and as Collateral Agent. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members claiming the portfolio interest exemption is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members claiming the portfolio interest exemption is a ten percent shareholder of either of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members claiming the portfolio interest exemption is a controlled foreign corporation related to either of the Borrowers as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] To: Antares Capital LP as Administrative Agent under the Credit Agreement referred to below 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, XX 00000 Ladies and Gentlemen: Reference is made to that certain Senior Secured First Lien Credit Agreement, dated as of May 31, 2018 (as amended, restated, refinanced, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Project Angel Intermediate Holdings, LLC, a Delaware limited liability company (“Holdings”), Project Angel Holdings, LLC, a Delaware limited liability company (“Initial Borrower”), MeridianLink, Inc., a California corporation (“ML Target” and together with Initial Borrower, each a “Borrower” and collectively, the “Borrowers”), the Lenders from time to time party thereto and Antares Capital LP (“Antares”), as Administrative Agent, an L/C Issuer and as Collateral Agent. Capitalized terms used herein and not otherwise defined have the meanings set forth in the Credit Agreement. The undersigned hereby notifies that it intends to prepay Loans as follows: 1. On (a Business Day).1 2. In the amount of $ .2 3. Composed of [Type of Loans prepaid] and [Class of Loans prepaid]. 4. To be applied to the remaining principal repayment installments of the Loans described above [and include application directions of the Borrowers]. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to any date of prepayment of Alternate Base Rate Loans.

Excluded Information. [[The] [Each] Assignee acknowledges and agrees that (i) the Assignor may possess or come into possession of additional information regarding the Assigned Interest or the Credit Parties at the time of or at any time after the transactions contemplated by this Assignment and Acceptance are consummated that was not known to such Assignee or the Assignor as of the Effective Date and that, when taken together with information that was known to the Assignor at the time such assignment was consummated, may be information that would have been material to such Assignee’s decision to enter into the assignment of such Assigned Interests (including material non-public information) (“Assignor Known Excluded Information”), (ii) such Assignee will independently make its own analysis and determination to enter into an assignment of its Assigned Interests and to consummate the transactions contemplated hereby notwithstanding such Assignee’s lack of knowledge of Assignor Known Excluded Information and (iii) none of the Assignor, the Credit Parties, the Sponsor Sponsors or any other Person shall have any liability to such Assignee with respect to the nondisclosure of the Assignor Known Excluded Information.]2 Information.]24 [[The] [Each] Assignor acknowledges and agrees that (i) the Assignee may possess or come into possession of additional information regarding the Assigned Interests or the Credit Parties at any time after the transactions contemplated by this Assignment and Acceptance are consummated that was not known to such Assignor or the Assignee as of the Effective Date and that, when taken together with information that was known to the Assignee at the time such assignment was consummated, may be information that would have been material to such Assignor’s decision to enter into the assignment of such Assigned Interests (including material non-public information) (“Assignee Known Excluded Information”), (ii) such Assignor will independently make its own analysis and determination to enter into an assignment of its Assigned Interests and to consummate the assignment hereby notwithstanding such Assignor’s lack of knowledge of Assignee Known Excluded Information and (iii) none of the Assignee, the Credit Parties, the Sponsor Sponsors or any other Person shall have any liability to such Assignor with respect to the nondisclosure of the Assignee Known Excluded Information.]3 2 Information.]25 24 Include if Assignor is an Affiliated Lender 3 25 Include if Assignee is an Affiliated Lender EXECUTION VERSION THIS GUARANTEEFOR VALUE RECEIVED, dated each of the undersigned (and its successors), to the extent a borrower from time to time with respect to any loan or advance constituting Indebtedness (a “Loan”) from any other entity listed on the signature pages hereto (each, in such capacity, a “Payor”), hereby promises to pay to the order of such other entity listed below (each, in such capacity, a “Payee”) or its registered assigns, at the time specified on the Schedule attached hereto with respect to such Loan (or if there is no such Schedule, on demand or as otherwise agreed by such Payor and such Payee), and in lawful money of December 2the United States of America, 2016 or in such other currency as agreed to by such Payor and such Payee, in immediately available or same day funds, as applicable, at such location as the applicable Payee shall from time to time designate, the unpaid principal amount of all Loans made by such Payee to such Payor. Each Payor promises also to pay interest, if any, on the unpaid principal amount of all such Loans in like money at said location from the date of such Loans until paid at such rate per annum as shall be reflected on the Schedule or as otherwise agreed upon from time to time by such Payor and such Payee. The terms and conditions of one or more Loans may (but are not required to) be set forth on the Schedule attached to this note (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “GuaranteeNote”) to memorialize the agreement of the Payor and Payee with respect to such Loan(s), in which case the terms and conditions specified in the Schedule shall govern as between the Payor and Payee unless otherwise agreed in writing between them. This Note is an Intercompany Note referred to in the Second Lien Credit Agreement, dated as of March 16, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among BCPE Eagle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), BCPE Eagle Buyer LLC, a Delaware limited liability company (the “Borrower”), the lending institutions from time to time party thereto (the “Lenders”) and Royal Bank of Canada, as the administrative agent and collateral agent for the Lenders (in such capacities and, together with its successors and permitted assigns in such capacities, the “Administrative Agent”). Capitalized terms used in this Note and not otherwise defined herein have the meanings specified in the Credit Agreement. Each Payee that is a Credit Party hereby acknowledges and agrees that after the occurrence and during the continuance of an Event of Default under the Credit Agreement and after notice from the Administrative Agent to such Payee, the Administrative Agent may exercise all rights provided in the Credit Agreement, the Security Agreement and the Pledge Agreement with respect to this Note. Each Payee is hereby authorized (but not required) to record all Loans made by each it to any Payor (all of which shall be evidenced by this Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the signatories listed accuracy of the information contained therein. Anything in this Note to the contrary notwithstanding, the Indebtedness evidenced by this Note owed by any Payor that is a Credit Party (an “Affected Payor”) to any Payee that is not a Credit Party (an “Affected Payee”) shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to all Obligations of such Affected Payor, including, without limitation, where applicable, under such Affected Payor’s guarantee of the Obligations (the Obligations and the guarantee of the foregoing obligations are hereinafter collectively referred to as “Senior Indebtedness”): (i) In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to any Affected Payor, or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of such Affected Payor (except as permitted under the Credit Agreement), whether or not involving insolvency or bankruptcy, then (x) the holders of Senior Indebtedness shall be paid in full in cash in respect of all amounts constituting Senior Indebtedness (other than contingent obligations) before any Affected Payee is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of this Note and (y) until the holders of Senior Indebtedness are paid in full (other contingent obligations) in cash in respect of all amounts constituting Senior Indebtedness, any payment or distribution to which such Affected Payee would otherwise be entitled (other than (A) equity securities or (B) debt securities of such Affected Payor that are subordinated, to at least the same extent as this Note, to the payment of Senior Indebtedness then outstanding (such securities hereinafter referred to as “Restructured Debt Securities”)) in respect of this Note shall be made to the holders of Senior Indebtedness; (ii) (x) if any Event of Default under the Credit Agreement occurs and is continuing with respect to any Senior Indebtedness and (y) the Administrative Agent under the Credit Agreement delivers notice to the Borrower in accordance with the Pledge Agreement instructing the Borrower that the Administrative Agent is thereby exercising its rights pursuant to this clause (ii) then, unless agreed by the Administrative Agent, no payment or distribution of any kind or character shall be made by or on behalf of the Affected Payor or any other Person on its behalf, and no payment or distribution of any kind or character shall be received by or on behalf of the Affected Payee or any other Person on its behalf, with respect to this Note unless and until the holders of Senior Indebtedness have been paid in full in cash in respect of all amounts constituting Senior Indebtedness (other than contingent obligations); and (iii) if any payment or distribution of any character, whether in cash, securities or other property (other than Restructured Debt Securities), in respect of this Note shall (despite these subordination provisions) be received by any Affected Payee in violation of the foregoing clause (i) or (ii) before all Senior Indebtedness shall have been paid in full in cash (other than contingent obligations), such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (or their representatives), in accordance with the relevant Credit Documents ratably according to the respective aggregate amounts remaining unpaid thereon, to the extent necessary to pay such Senior Indebtedness in full in cash. To the fullest extent permitted by law, no present or future holder of Senior Indebtedness shall be prejudiced in its right to enforce the subordination of this Note by any act or failure to act on the signature pages hereto part of any Affected Payor or by any act or failure to act on the part of such holder or any trustee or agent for such holder. Each Affected Payee and each Affected Payor hereby agrees that the subordination of this Note is for the benefit of the other entities that becomes a party hereto pursuant to Section 20 hereof Administrative Agent and each Lender (collectively, the “GuarantorsSenior Creditors”) and that the Administrative Agent may, on behalf of itself and the Lenders, proceed to enforce the subordination provisions herein to the extent applicable. Nothing contained in the subordination provisions set forth above is intended to or will impair, as between each Payor and each Payee, the obligations of such Payor, which are absolute and unconditional, to pay to such Payee the principal of and interest, if any, on this Note as and when due and payable in accordance with its terms, or is intended to or will affect the relative rights of such Payee and other creditors of such Payor other than the holders of Senior Indebtedness. Each Payee is hereby authorized (but not required) to record all Loans made by it to any Payor (all of which shall be evidenced by this Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein. For the avoidance of doubt, this Note shall not in any way replace, or affect the principal amount of, any intercompany loan outstanding between any Payor and any Payee prior to the execution hereof, and to the extent permitted by applicable law, from and after the date hereof, each such intercompany loan shall be deemed to incorporate the terms set forth in this Note to the extent applicable and shall be deemed to be evidenced by this Note together with any documents and instruments executed prior to the date hereof in connection with such intercompany Indebtedness. To the fullest extent permitted by law, each Payor hereby waives presentment, demand, protest or notice of any kind in connection with this Note. Except to the extent of any taxes required by law to be withheld, all payments under this Note shall be made without offset, counterclaim or deduction of any kind. This Note shall be binding upon each Payor and its successors and assigns, and the terms and provisions of this Note shall inure to the benefit of each Payee and its successors and assigns, including subsequent holders hereof. It is understood that this Note shall evidence only Indebtedness and not amounts owing in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the borrowing of money. From time to time after the date hereof, and as may be reflected on the Schedule, if desired, additional Subsidiaries of Holdings may become parties hereto (as Payor and/or Payee, as the case may be) by executing a counterpart signature page to this Note (each additional Subsidiary, an “Additional Party”). Upon delivery of such counterpart signature page to the Payees, which shall automatically be incorporated into this Note, notice of which is hereby waived by the other Payors and Payees, each Additional Party shall be a Payor and/or a Payee, as the case may be, and shall be as fully a party hereto as if such Additional Party were an original signatory hereof. Each Payor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Payor or Payee hereunder. This Note shall be fully effective as to any Payor or Payee that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Payor or Payee hereunder. Indebtedness governed by this Note shall be maintained in “registered form” andwithin the meaning of Section 163(f) of the Internal Revenue Code of 1986, as amended. The Payor or its designee (which shall, at the Administrative Agent’s request, be the Administrative Agent, acting solely for these purposes as agent of the Payor) shall record the transfer of the right to payments of principal and interest on the Indebtedness governed by this Note to holders of the Senior Indebtedness in a register (the “Register”), and no such transfer shall be effective until entered in the Register. THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. [NAME OF ENTITY], as Payee and Payor By: Name: Title: JOINDER AGREEMENT, dated as of [ , 20 ] (this “Agreement”), by and among [NEW LOAN LENDERS] (each, individually, a “GuarantorNew Term Loan Lender”), in favor BCPE Eagle Buyer LLC, a Delaware limited liability company (the “Borrower”), and Royal Bank of Canada, as the Collateral Administrative Agent for (the benefit of the Secured Parties“Administrative Agent”).

Excluded Information. [[The] [Each] Assignee acknowledges and agrees that (i) the Assignor may possess or come into possession of additional information regarding the Assigned Interest or the Credit Parties at the time of or at any time after the transactions contemplated by this Assignment and Acceptance are consummated that was not known to such Assignee or the Assignor as of the Effective Date and that, when taken together with information that was known to the Assignor at the time such assignment was consummated, may be information that would have been material to such Assignee’s decision to enter into the assignment of such Assigned Interests (including material non-public information) (“Assignor Known Excluded Information”), (ii) such Assignee will independently make its own analysis and determination to enter into an assignment of its Assigned Interests and to consummate the transactions contemplated hereby notwithstanding such Assignee’s lack of knowledge of Assignor Known Excluded Information and (iii) none of the Assignor, the Credit Parties, the Sponsor Sponsors or any other Person shall have any liability to such Assignee with respect to the nondisclosure of the Assignor Known Excluded Information.]2 Information.]26 [[The] [Each] Assignor acknowledges and agrees that (i) the Assignee may possess or come into possession of additional information regarding the Assigned Interests or the Credit Parties at any time after the transactions contemplated by this Assignment and Acceptance are consummated that was not known to such Assignor or the Assignee as of the Effective Date and that, when taken together with information that was known to the Assignee at the time such assignment was consummated, may be information that would have been material to such Assignor’s decision to enter into the assignment of such Assigned Interests (including material non-public information) (“Assignee Known Excluded Information”), (ii) such Assignor will independently make its own analysis and determination to enter into an assignment of its Assigned Interests and to consummate the assignment hereby notwithstanding such Assignor’s lack of knowledge of Assignee Known Excluded Information and (iii) none of the Assignee, the Credit Parties, the Sponsor Sponsors or any other Person shall have any liability to such Assignor with respect to the nondisclosure of the Assignee Known Excluded Information.]3 2 Include if Assignor is an Affiliated Lender 3 Include if Assignee is an Affiliated Lender EXECUTION VERSION THIS GUARANTEE, dated as of December 2, 2016 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Guarantee”), is made by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 20 hereof (collectively, the “Guarantors” and, each, individually, a “Guarantor”), in favor of the Collateral Agent for the benefit of the Secured Parties.Information.]27