Common use of Refinancing Clause in Contracts

Refinancing. Substantially concurrently with the Borrowing of 2015 Term Loans hereunder, the Refinancing shall be consummated in full to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereof.

Refinancing. Substantially concurrently with On the Borrowing of 2015 Term Loans Closing Date hereunder, (i) all outstanding loans under the Refinancing Prior Credit Agreement ("Existing Loans") shall be consummated in full to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; replaced by Revolving Credit Loans hereunder and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Revolving Credit Loans, together with any Revolving Credit Loans funded on the Closing Date, reflect the Revolving Credit Commitment of the Lenders hereunder, (ii) all outstanding letters of credit issued pursuant to the Prior Credit Agreement shall be deemed Letters of Credit hereunder and each Lender shall purchase a participation therein pursuant to Section 3.4 in accordance with its Revolving Credit Commitment Percentage, (iii) there shall have received from been paid in cash in full all accrued but unpaid interest due on the Existing Loans up to but excluding the Closing Date, (iv) there shall have been paid in cash in full all accrued but unpaid fees due under the Prior Credit Agreement up to but excluding the Closing Date and all other amounts, costs and expenses then owing to any person holding of the Prior Lenders and/or any Lien securing any such IndebtednessAgent, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instrumentsas agent under the Prior Credit Agreement, in each case in proper form for recording to the satisfaction of such Agent or filingPrior Lender, as the Administrative Agent shall have reasonably requested to release case may be, regardless of whether or not such amounts would otherwise be due and terminate of record the Liens securing payable at such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date time pursuant to the Acquisition Agreement (as in effect on terms of the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary coursePrior Credit Agreement, (v) intercompany debt among Irish Holdco all outstanding promissory notes issued by the Borrower to the Prior Lenders under the Prior Credit Agreement shall be deemed canceled and its Subsidiaries, the originally executed copies thereof shall be canceled and promptly returned to the Administrative Agent who shall promptly forward such notes to the Borrower and (vi) the New Horizon Unsecured Notes commitments and, except as expressly set forth in the Prior Credit Agreement, other obligations and (vii) such other existing indebtedness identified to, rights of the Borrower and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofPrior Lenders shall be terminated without any further action hereunder or thereunder.

Refinancing. Substantially concurrently with On the Borrowing of 2015 Term Loans Closing Date hereunder, (i) all outstanding loans under the Refinancing Prior Credit Agreement (“Existing Loans”) shall be consummated in full to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; replaced by Revolving Credit Loans hereunder and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Revolving Credit Loans, together with any Revolving Credit Loans funded on the Closing Date, reflect the Revolving Credit Commitment of the Lenders hereunder, (ii) all outstanding letters of credit issued pursuant to the Prior Credit Agreement shall be deemed Letters of Credit hereunder and each Lender shall purchase a participation therein pursuant to Section 3.4 in accordance with its Revolving Credit Commitment Percentage, (iii) there shall have received from been paid in cash in full all accrued but unpaid interest due on the Existing Loans up to but excluding the Closing Date, (iv) there shall have been paid in cash in full all accrued but unpaid fees due under the Prior Credit Agreement up to but excluding the Closing Date and all other amounts, costs and expenses then owing to any person holding of the Prior Lenders and/or any Lien securing any such IndebtednessAgent, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instrumentsas agent under the Prior Credit Agreement, in each case in proper form for recording to the satisfaction of such Agent or filingPrior Lender, as the Administrative Agent shall have reasonably requested to release case may be, regardless of whether or not such amounts would otherwise be due and terminate of record the Liens securing payable at such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date time pursuant to the Acquisition Agreement (as in effect on terms of the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary coursePrior Credit Agreement, (v) intercompany debt among Irish Holdco all outstanding promissory notes issued by the Borrower to the Prior Lenders under the Prior Credit Agreement shall be deemed canceled and its Subsidiaries, the originally executed copies thereof shall be canceled and promptly returned to the Administrative Agent who shall promptly forward such notes to the Borrower and (vi) the New Horizon Unsecured Notes commitments and, except as expressly set forth in the Prior Credit Agreement, other obligations and (vii) such other existing indebtedness identified to, rights of the Borrower and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofPrior Lenders shall be terminated without any further action hereunder or thereunder.

Refinancing. Substantially concurrently (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Revolving Loan that is a Base Rate Loan in an amount equal to such Lender’s Revolving Commitment Percentage of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the Borrowing requirements of 2015 Term Loans hereunderSection 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, the Refinancing unutilized portion of the Aggregate Commitments or the conditions set forth in Section 4.02. The Swing Line Lender shall be consummated in full furnish the Borrower with a copy of the applicable Loan Notice promptly after delivering such notice to the satisfaction Administrative Agent. Each Lender shall make an amount equal to its Revolving Commitment Percentage of the Lenders with all Liens amount specified in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory such Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 2:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04(b)(ii), each Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing of Revolving Loans in accordance with Section 2.04(b)(i), the request for Revolving Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(b)(i) shall be deemed payment in respect of such participation. (iii) If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(b) by the time specified in Section 2.04(b)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to all Indebtedness being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), amounts owing under this clause (iii) the Existing Notes, shall be conclusive absent manifest error. (iv) Each Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(b) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Horizon Convertible NotesSwing Line Lender, the Borrower or any other Person for any reason whatsoever, (ivB) working capital leases, capital leases and Indebtedness incurred in the ordinary courseoccurrence or continuance of a Default or Event of Default, (vC) intercompany debt among Irish Holdco and its Subsidiariesnon-compliance with the conditions set forth in Section 4.02, or (viD) any other occurrence, event or condition, whether or not similar to any of the New Horizon Unsecured Notes and (vii) foregoing. No such other existing indebtedness identified topurchase or funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers together with interest as “surviving debt” prior to the date hereofprovided herein.

Refinancing. Substantially concurrently with Without the Borrowing prior written consent of 2015 Term Loans hereunderthe Support Provider, the Refinancing neither AmeriGas nor Finance Company nor Finance Corp shall be consummated in full to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant entitled to (i) repay any principal amount of a tranche of the Loan DocumentsSupported Debt or the Senior Notes prior to the applicable Deemed Maturity Date of such tranche of indebtedness as of the date of this CRSA, (ii) indebtedness expressly permitted to remain outstanding after refinance all or any portion of the Closing Date pursuant to Supported Debt or the Acquisition Agreement Senior Notes or (as iii) exchange all or any portion of the Supported Debt or the Senior Notes, unless, in effect on the date thereofcase of each of (i), (ii) and (iii) above, AmeriGas, Finance Company or Finance Corp, as applicable, simultaneously replaces such Supported Debt or Senior Notes with at least an equivalent amount of new indebtedness (such new indebtedness, the Existing “Refinancing Supported Debt” or the “Refinancing Senior Notes” as applicable) providing for no earlier amortization of principal than the amortization contemplated by the Deemed Maturity Dates, it being understood that such replacement may not be made pursuant to an exchange of all or any portion of such tranche of Supported Debt or Senior Notes other than pursuant to an exchange for Refinancing Supported Debt or Refinancing Senior Notes with substantially similar covenants; provided, however, that notwithstanding the foregoing, Finance Company shall be entitled to exercise the optional redemption applicable to the Senior Notes as specified in the Senior Notes Indenture at any time after the second (iv2nd) anniversary of the date of issuance provided that (x) Finance Company utilizes funds received from AmeriGas as repayment of an equivalent amount of principal of the Supported Debt as the principal amount of Senior Notes being called for repayment and (y) AmeriGas and Finance Company pay the Support Provider an amount equal to the net present value of the tax detriment to the Support Provider’s direct and indirect unitholders resulting from the net taxable income or gain required to be recognized by the Support Provider’s direct or indirect unitholders as compared to the net taxable income or gain that would have been recognized by the Support Provider’s unitholders if the Supported Debt had not been repaid at such time, in both cases assuming that the Support Provider’s interest in AmeriGas was sold on the tenth (10th) anniversary of the Effective Date. For purposes of calculating net present value hereunder, a discount rate equal to the sum of (i) the Horizon Convertible Notes, U.S. dollar-denominated LIBOR rate for a one (iv1) working capital leases, capital leases and Indebtedness incurred in month maturity as quoted by the ordinary course, Wall Street Journal on the applicable date of determination plus (vii) intercompany debt among Irish Holdco and its Subsidiaries, two percent (vi2%) shall be used. Without the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after prior written consent of the Closing Date bySupport Provider, the Lead Arrangers as “surviving debt” actual maturity date(s) of any Refinancing Supported Debt or Refinancing Senior Notes issued on or prior to the second (2nd) anniversary of the issuance of the Initial Senior Notes shall not extend beyond the Deemed Maturity Date of the Supported Debt or the Senior Notes such new indebtedness replaced. Following the second (2nd) anniversary of the issuance of the Initial Senior Notes, the actual maturity date(s) associated with any Refinancing Supported Debt or Refinancing Senior Notes issued at that time may extend beyond one or more Deemed Maturity Dates in effect as of the date hereof; provided, however, that, in the event of the incurrence of any such Refinancing Supported Debt by AmeriGas, the Support Provider’s support obligations hereunder shall nonetheless extinguish and terminate on the respective Deemed Maturity Dates, and by the respective principal amounts of Initial Supported Debt associated with such Deemed Maturity Dates, in effect as of the date of this CRSA and, thereafter, the Support Provider shall have no further support obligations hereunder with respect to such Refinancing Supported Debt.

Refinancing. On the Closing Date, after giving effect to the Transactions, none of Holdings, the Borrower or any of its Subsidiaries shall have any third party debt for borrowed money other than (i) the Credit Facilities and the Second Lien Term Loans, (ii) other Indebtedness permitted to be incurred or outstanding on or prior to the Closing Date pursuant to the Acquisition Agreement, (iii) any rollover of then existing capital leases and (iv) other Indebtedness approved by the Joint Lead Arrangers and Bookrunners in their reasonable discretion. Substantially concurrently simultaneously with the Borrowing funding of 2015 the Initial Term Loans hereunderLoans, the Closing Date Refinancing shall be consummated in full to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; (and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtednesscustomary pay-off documentation (including lien releases) in respect thereof). For purposes of determining compliance with the conditions specified in Section 6 on the Closing Date, such UCC (each Lender that has signed this Agreement shall be deemed to have consented to, approved or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and accepted or to be satisfied with each document or other instruments, in each case in proper form for recording matter required thereunder to be consented to or filing, as approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have reasonably requested received notice from such Lender prior to release and terminate the proposed Closing Date specifying its objection thereto. Notwithstanding anything to the contrary in this Agreement or in any other Credit Document, it is understood that to the extent any security interest in the intended Collateral or any deliverable related to the perfection of record security interests in the Liens securing such Indebtedness. After intended Collateral (other than any Collateral the security interest in which may be perfected by (w) the filing of a UCC financing statement, (x) the possession of the equity certificates of the Borrower and, prior to giving effect to the TransactionsAcquisition, Irish Holdco and its Subsidiaries material Subsidiaries, (including, without limitationy) the possession of the equity certificates of the Target or (z) to the extent received from the Target on the Closing Date after using commercially reasonable efforts, the Target and its Subsidiariespossession of the stock certificates of any domestic Subsidiary of the Target), is not or cannot be provided and/or perfected on the Closing Date (1) shall have no outstanding preferred equity without undue burden or expense or (unless owned by a direct parent thereof which is a Loan Party2) after the Borrower has used commercially reasonable efforts to do so, then the provision and/or perfection of such security interest(s) or Indebtedness for borrowed moneydeliverable shall not constitute a condition precedent to the availability of the Commitments on the Closing Date, except for Indebtedness incurred pursuant to (i) the Loan Documentsextent otherwise required hereunder, (ii) indebtedness expressly permitted to remain outstanding shall be delivered after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofaccordance with Section 9.17.

Refinancing. Substantially concurrently with (a) On the Borrowing of 2015 Term Loans hereunderClosing Date, after giving effect to all transactions on such date, the Refinancing total commitments pursuant to the 2008 Credit Agreement shall have been terminated, and all loans and notes with respect thereto shall have been repaid in full (together with interest thereon), all letters of credit issued thereunder shall have been terminated or deemed issued under the 2011 Credit Agreement on terms and conditions satisfactory to the Administrative Agent, and all other amounts owing pursuant to the 2008 Credit Agreement shall have been repaid in full. The applicable Credit Parties shall have entered into the 2011 Credit Agreement in form and substance satisfactory to the Administrative Agent (it being acknowledged that the 2011 Credit Agreement shall be consummated satisfactory if it is in full the form of the 2008 Credit Agreement, as revised to (w) incorporate amortization, pricing and maturity terms and financial covenants contained in the term sheet for the 2011 Credit Agreement most recently delivered to the satisfaction Administrative Agent prior to the date of this Agreement, (x) conform to the provisions herein (other than amortization, pricing, maturity and financial covenants), (y) permit certain payments on the Loans under certain circumstances as reasonably agreed by the Administrative Agent and (z) permit the Agreement, the other Credit Documents and the transactions thereunder (the “Baseline Agreement”). There shall be no more than $550,000,000 outstanding principal amount of Indebtedness under the 2011 Credit Agreement, and the lenders under the 2010 Credit Agreement shall have received a principal payment of not less than $25,000,000 and thereafter there shall be no more than $328,200,000 outstanding under the 2010 Credit Agreement. The creditors in respect of the Lenders with 2008 Credit Agreement shall have terminated and released all security interests in and Liens in favor on the assets of Parent and its Subsidiaries created pursuant to the existing lenders being unconditionally released; security documentation relating to the 2008 Credit Agreement, and the Administrative Agent shall have received a “pay-off” letter evidence, in form and substance reasonably satisfactory to the Administrative Agent Agent, that the matters set forth in this Section 5.13 have been satisfied as of the Closing Date. The refinancings described in this clause (a) shall be referred to herein as the “Refinancing”. (b) On the Closing Date, after giving effect to the Refinancing, the Parent and its Subsidiaries shall have no outstanding Indebtedness except for (i) the Loans, (ii) Indebtedness under the Senior Debt Documents and (iii) certain other Indebtedness of the Parent and its Subsidiaries listed on Schedule V. (c) The applicable Credit Parties shall have entered into an amendment to the 2010 Credit Agreement on terms and conditions satisfactory to the Administrative Agent, and any amendments, modifications, supplements or other changes to the Senior Debt Documents with respect thereto shall be in form and substance satisfactory to all Indebtedness the Agents (it being refinanced acknowledged that, among other things, Administrative Agent’s satisfaction may be conditioned upon the Credit Parties entering into an amendment of this Agreement in the Refinancing; form and substance satisfactory to the Administrative Agent and the Required Lenders to conform this Agreement to any provisions (other than financial covenants, non-default rate pricing, maturity and scheduled amortization of the 2010 Credit Agreement) which are more favorable to the agents and lenders thereunder or more restrictive on the Credit Parties. (d) The Administrative Agent, the 2011 Agent, the 2010 Agent, Borrower, Parent and the other Credit Parties shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases entered into the Intercreditor Agreement on terms and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as conditions satisfactory to the Administrative Agent, it being agreed and understood that Administrative Agent shall have reasonably requested has provided to release and terminate Borrower the expected material terms of record the Liens securing such Indebtedness. Intercreditor Agreement. (e) After giving effect to the Transactions, Irish Holdco Refinancing and its Subsidiaries (including, without limitationthis Agreement, the Target financings incurred in connection herewith and the other transactions contemplated hereby, there shall be no conflict with, or default under, any material agreement of the Parent or any of its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereof.

Refinancing. Substantially (a) On the Initial Borrowing Date, concurrently with the incurrence of Revolving Loans and the use of proceeds thereof, all commitments under the Existing Credit Agreement shall have been terminated, all loans outstanding thereunder shall have been repaid in full, together with all accrued and unpaid interest thereon, all accrued and unpaid fees thereon shall have been paid in full, all letters of credit issued thereunder shall have been terminated (or incorporated as Letters of Credit under this Agreement pursuant to Section 3.01(e)) and all other amounts owing pursuant to the Existing Credit Agreement shall have been repaid in full. (b) On the Initial Borrowing of 2015 Term Loans hereunderDate, all security interests in respect of, and Liens securing, the Refinancing obligations under the Existing Credit Agreement and the related credit documentation shall be consummated in full have been terminated and released to the reasonable satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; Administrative Agent, and the Administrative Agent shall have received a “pay-off” letter all such releases as it may have requested, which releases shall be in form and substance reasonably satisfactory to the Administrative Agent Agent. Without limiting the foregoing, there shall have been delivered (i) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a financing statement (Form UCC-1 or the equivalent) was filed with respect to the Borrower or any of its Subsidiaries in connection with the security interests securing the obligations under the Existing Credit Agreement and the documentation related thereto, (ii) a termination or reassignment of any security interest in, or Lien on, any patents, trademarks, copyrights or similar interests of the Borrower or any of its Subsidiaries on which filings have been made to secure obligations under the Existing Credit Agreement, fully executed by the appropriate parties, (iii) terminations of all Indebtedness being refinanced mortgages, leasehold mortgages, deeds of trust and leasehold deeds of trust created with respect to property of the Borrower or any of its Subsidiaries, in each case, to secure the Refinancing; obligations in respect of the Existing Credit Agreement, all of which shall be in form, scope and substance reasonably satisfactory to the Administrative Agent and (iv) all collateral owned by the Borrower or any of its Subsidiaries in the possession of any of the creditors in respect of the Existing Credit Agreement or any collateral agent or trustee under any related security document shall have received from any person holding any Lien securing any been returned to the Borrower or such Indebtedness, such UCC Subsidiary. (or equivalentc) termination statements, mortgage releases, releases of assignments of leases On the Initial Borrowing Date and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After after giving effect to the TransactionsTransaction, Irish Holdco the Borrower and its Subsidiaries (includingshall not have outstanding any Indebtedness other than Indebtedness permitted pursuant to Section 10.04, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof all such Indebtedness which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Initial Borrowing Date pursuant shall not be subject to any default or event of default existing thereunder or arising as a result of the Acquisition Agreement (as in effect on Transaction and the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereoftransactions contemplated hereby.

Refinancing. Substantially concurrently with None of the Borrowing of 2015 Term Loans hereunderObligors or any Subsidiary thereof will refinance, extend or otherwise amend in any material respect any Project Financing Document, unless: (a) such refinancing,extension or amendment would not reasonably be expected to have a Material Adverse Effect, (b) after giving pro forma effect to such refinancing, extension or amendment, the Refinancing projected average Debt Service Coverage Ratio through the Maturity Date following such refinancing, extension or amendment shall be consummated in full greater than or equal to 1.6:1.0 and the projected minimum Debt Service Coverage Ratio for any Rolling Period through the Maturity Date shall be greater than or equal to 1.3:1.0, (c) the documents evidencing such refinancing, extension or amendment, taken as a whole, do not contain any more restrictive conditions to the satisfaction making of restricted payments than such conditions in the Project Financing Documents being refinanced, extended or amended, (d) the material terms and conditions (other than fees or interest rate) applicable to the documents evidencing such refinancing, extension or amendment and, if applicable, the related security or guarantees of such Indebtedness (including covenants, events of default, remedies and acceleration rights) shall, taken as a whole, not be materially less favorable to the applicable Subsidiaries as the obligors of such Indebtedness than the terms that are applicable under the instruments and documents governing the Indebtedness being refinanced, extended or amended under the Project Financing Documents, (e) no Default or Event of Default shall have occurred and be continuing and no Default or Event of Default shall result from the execution of such refinancing, extension or amendment of the Lenders with applicable Project Financing Document or the incurrence of Indebtedness thereunder, (f) in the case of a refinancing of any Project Financing Document, (i) the Indebtedness under the Project Financing Documents being refinanced shall be repaid, repurchased, retired, defeased or satisfied and discharged in full, all Liens accrued interest, fees, premiums (if any) and penalties in favor connection therewith shall be paid, and all outstanding commitments thereunder shall be terminated, on the date of such refinancing, (ii) the principal amount of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After after giving effect to the Transactionsrefinancing (or unutilized commitments thereof, Irish Holdco and its Subsidiaries (including, without limitation, as applicable) does not exceed the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to sum of (i) the Loan Documentsprincipal amount (including any accreted or capitalized amount) then outstanding of the Indebtedness being refinanced (or unutilized commitments thereof, as applicable), plus (ii) indebtedness expressly permitted the amount of any accrued and unpaid interest, premiums, fees and expenses in respect of the outstanding principal amount of the Indebtedness being refinanced immediately prior to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), such refinancing plus (iii) the Existing Notes, amount of any reasonable fees and expenses incurred in connection with such refinancing plus (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases amount of any termination fees or breakage costs in connection with any interest rate hedge in connection with the Indebtedness being refinanced immediately prior to such refinancing; and Indebtedness incurred the Company shall describe in the ordinary coursecertificate delivered pursuant to this Section 10.15 the amount of Indebtedness being refinanced and, if applicable, the amount of unfunded commitments of the Indebtedness being refinanced that are being cancelled in connection with such credit facility and a summary of information and calculations that are relevant for establishing compliance with this clause (v) intercompany debt among Irish Holdco and its Subsidiariesf)(ii), and (viiii) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified tofinal maturity of the Indebtedness after giving effect to the refinancing is the same or later than the maturity of the Indebtedness being refinanced, and expressly permitted the weighted average life to remain outstanding after maturity of such Indebtedness is greater than or equal to the Closing Date byweighted average life to maturity of the Indebtedness being refinanced, as described in the Lead Arrangers as “surviving debt” certificate delivered pursuant to this Section 10.15, and (g) a certificate of an Authorized Officer of the Company shall be delivered to the holders of the Notes at least 10 Business Days prior to such refinancing, extension or amendment, together with a reasonably detailed description of the date hereofmaterial terms and conditions thereof or drafts of the documentation relating thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the requirements of this Section 10.15, which such notice shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Required Holders notify the Company within such 10 Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees).

Refinancing. Substantially concurrently with (a) On or prior to the Initial Borrowing of 2015 Term Loans hereunderDate, the Refinancing total commitments pursuant to the Existing Credit Agreements shall be consummated have been terminated, and all loans and notes with respect thereto shall have been repaid in full (together with interest thereon), all letters of credit issued thereunder shall have been terminated or deemed issued under this Agreement pursuant to Section 2.01(d) and all other amounts due and owing pursuant to the satisfaction Existing Credit Agreements shall have been repaid in full (the “Refinancing”). The creditors in respect of the Lenders with Existing Credit Agreements shall have terminated and released all security interests in and Liens on the assets of Borrower and its Subsidiaries created pursuant to the security documentation relating to the Existing Credit Agreements, and such creditors shall have returned all assets (if any) in favor of their possession pursuant to the existing lenders being unconditionally released; security documentation relating to the Existing Credit Agreements to the Borrower, and the Administrative Agent shall have received a “pay-off” letter certificate from an officer of the Borrower certifying that the matters set forth in form and substance reasonably satisfactory this Section 5.13 have been satisfied as of the Initial Borrowing Date. (b) On or prior to the Administrative Agent with respect Initial Borrowing Date and after giving effect to all Indebtedness being refinanced in the Refinancing; , the Borrower and the Administrative Agent its Subsidiaries shall have received from any person holding any Lien securing any such no outstanding Indebtedness except for (i) the Loans, (ii) the Senior Secured Notes and (iii) other Indebtedness set forth on Schedule 5.13(b) hereto (the “Existing Indebtedness, such UCC ”). (or equivalentc) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the TransactionsRefinancing and this Agreement, Irish Holdco the financings incurred in connection herewith and the other transactions contemplated hereby, there shall be no conflict with, or default under, any material agreement of the Borrower or any of its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) other than the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofIndenture).

Refinancing. Substantially concurrently with The Credit Parties shall proceed diligently and in good faith to deliver to Administrative Agent and Lenders no later than September 30, 2004 (the Borrowing “Proposed Commitment Deadline”) for their review a proposed commitment letter or other exit financing plan in substantially final form from one or more reputable financial institutions setting forth the terms of 2015 Term Loans hereunder, the Refinancing shall be consummated a refinancing in full of the Obligations (the “Proposed Commitment”). Within three Business Days after Lenders’ receipt of the Proposed Commitment, Administrative Agent on behalf of Required Lenders shall inform the Credit Parties whether the Proposed Commitment is acceptable to the satisfaction of Required Lenders, and, if the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Proposed Commitment is unacceptable to Required Lenders, Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory provide the Credit Parties with comments to the Proposed Commitment. Upon receipt of notice from Administrative Agent on behalf of Required Lenders that the Proposed Commitment is acceptable or has been revised to become acceptable in accordance with respect to all Indebtedness being refinanced in the Refinancing; and the comments provided by Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitationAgent, the Target and its Subsidiaries) Credit Parties shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) have five Business Days (the Loan Documents“Commitment Deadline”) to deliver to Administrative Agent and the Lenders a signed commitment letter or other exit financing plan from one or more reputable financial institutions (the “Refinancing Commitment”) conforming to the approved Proposed Commitment and setting forth the terms of a refinancing in full of the Obligations (the “Refinancing”), and (ii) indebtedness expressly permitted consummate the Refinancing no later than November 15, 2004 (the “Refinancing Deadline”). Borrower shall either (A) cause an authorized officer of Borrower to remain outstanding after provide a written summary (by electronic mail using the Closing Date pursuant electronic mail addresses set forth on Schedule 1 hereto or otherwise) to the Acquisition Agreement Lenders or (as B) participate in effect a conference call with the Lenders at a regularly scheduled time, on a weekly basis to summarize any actions taken or progress made in connection with a possible Refinancing. Such written summary shall be received by the applicable Lenders (or such conference call shall be conducted with the applicable Lenders) no later than 4:00 p.m. New York time, on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereoflast Business Day of each week.

Refinancing. Substantially The Refinancing shall have been, or, substantially concurrently with the Borrowing initial funding of 2015 the Term Loans hereunderhereunder and the issuance or release from escrow (as applicable) of the 2013 Senior Notes shall be, consummated, and the Intercompany Proceeds Loans shall have been made as contemplated by the definition thereof. Prior to the Closing Date, the Refinancing Irish Holdco shall be consummated in full have delivered to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent a schedule showing all Intercompany Proceeds Loans to be made on the Closing Date, which shall have received show the aggregate principal amount of each such Intercompany Proceeds Loan and the respective obligor and obligee (which must be a “pay-off” letter in form Loan Party) thereof, including after giving effect to any transfers of such Intercompany Proceeds Loans to occur on the Closing Date, which schedule (and substance the respective Intercompany Proceeds Loans) shall be reasonably satisfactory to the Administrative Agent Agent. Without limiting the foregoing, the Endo Secured Intercompany Proceeds Loan shall be made on the Closing Date in accordance with respect to all Indebtedness being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtednessdefinition thereof contained herein. After giving effect to the consummation of the Transactions, Irish Holdco the Parent and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed moneyIndebtedness, except for Indebtedness incurred pursuant to (i) the 2013 Senior Notes, (ii) the Loan Documents, (iiiii) the Intercompany Proceeds Loans and other intercompany debt reasonably satisfactory to the Administrative Agent, (iv) indebtedness (but not indebtedness incurred under the Existing Credit Agreement) expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Arrangement Agreement (as in effect on the date thereof), (iiiv) the any Existing Senior Notes, (iv) any of the Horizon 2008 Subordinated Convertible Notes, (iv) working capital leases, capital leases Notes which remain outstanding after the Closing Date and any Permitted Refinancing Indebtedness incurred in prior to the ordinary course, (v) intercompany debt among Irish Holdco and its SubsidiariesClosing Date with respect thereto, (vi) ordinary course capital leases and purchase money indebtedness, and any other ordinary course Indebtedness (other than Indebtedness for borrowed money), in each case that would be permitted under the New Horizon Unsecured Notes Existing Credit Agreement (as in effect on the date of the Arrangement Agreement) and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofof the Arrangement Agreement.

Refinancing. Substantially concurrently with (a) On or prior to the Borrowing of 2015 Term Loans hereunderEffective Date, the Refinancing total commitment in respect of the Indebtedness to be Refinanced shall have been terminated, and all loans and notes with respect thereto shall have been repaid in full, together with interest thereon, all letters of credit issued thereunder (including the Existing Letters of Credit) shall have been terminated, incorporated hereunder as Letters of Credit as contemplated by Section 2.01(d) or supported by a back-stop Letter of Credit issued hereunder and all other amounts (including premiums) owing pursuant to the Indebtedness to be consummated Refinanced shall have been repaid in full and all documents in respect of the Indebtedness to be Refinanced and all guarantees with respect thereto shall have been terminated (except as to indemnification provisions which may survive to the satisfaction extent provided therein) and be of no further force and effect. (b) On or prior to the Effective Date, the creditors in respect of the Lenders with Indebtedness to be Refinanced shall have terminated and released any and all security interests and Liens in favor of on the existing lenders being unconditionally released; the assets owned by Holdings and its Subsidiaries. The Administrative Agent shall have received a “pay-off” letter such releases of security interests in and Liens on the assets owned by Holdings and its Subsidiaries as may have been reasonably requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to the Administrative Agent Agent. Without limiting the foregoing, there shall have been delivered (i) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to Holdings or any of its Subsidiaries in connection with the security interests created with respect to the Indebtedness to be Refinanced and the documentation related thereto, (ii) termination or reassignment of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of Holdings or any of its Subsidiaries on which filings have been made, (iii) terminations of all mortgages, leasehold mortgages, deeds of trust and leasehold deeds of trust created with respect to property of Holdings or any of its Subsidiaries, in each case, to secure the obligations in respect of the Indebtedness being refinanced to be Refinanced, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent, and (iv) all collateral owned by Holdings and its Subsidiaries in the Refinancing; and possession of any of the creditors in respect of the Indebtedness to be Refinanced or any collateral agent or trustee under any related security document shall have been returned to Holdings or its respective Subsidiary, as the case may be. (c) The Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instrumentsevidence, in each case form and substance reasonably satisfactory to it, that the matters set forth in proper form for recording or filing, this Section 5.07 have been satisfied as of the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofEffective Date.

Refinancing. Substantially concurrently (i) The total commitments in respect of the Indebtedness to be Refinanced shall have been terminated, and all loans and notes with respect thereto shall have been repaid in full, together with interest thereon, all letters of credit issued thereunder shall have been terminated and all other amounts (including premiums) owing pursuant to the Borrowing of 2015 Term Loans hereunder, the Refinancing Indebtedness to be Refinanced shall be consummated have been repaid in full and all documents in respect of the Indebtedness to be Refinanced and all guarantees with respect thereto shall have been terminated (except as to indemnification provisions, which may survive to the satisfaction extent provided therein) and be of no further force and effect. (ii) The creditors in respect of the Lenders with Indebtedness to be Refinanced shall have terminated and released any and all security interests and Liens in favor of on the existing lenders being unconditionally released; the assets owned by Borrower and its Subsidiaries. The Administrative Agent shall have received a “pay-off” letter such releases of security interests in and Liens on the assets owned by Borrower and its Subsidiaries as may have been requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to the Administrative Agent Agent. Without limiting the foregoing, there shall have been delivered (i) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to all Borrower or any of its Subsidiaries in connection with the security interests created with respect to the Indebtedness being refinanced in the Refinancing; to be Refinanced and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtednessdocumentation related thereto, such UCC (or equivalentii) termination statementsor reassignment of any security interest in, mortgage releasesor Lien on, releases any patents, trademarks, copyrights, or similar interests of assignments Borrower or any of leases its Subsidiaries on which filings have been made, (iii) terminations of all mortgages, leasehold mortgages, deeds of trust and rents, releases leasehold deeds of security interests in Intellectual trust created with respect to Property and other instrumentsof Borrower or any of its Subsidiaries, in each case to secure the obligations in proper respect of the Indebtedness to be Refinanced, all of which shall be in form for recording and substance reasonably satisfactory to the Administrative Agent, and (iv) all collateral owned by Borrower and its Subsidiaries in the possession of any of the creditors in respect of the Indebtedness to be Refinanced or filingany collateral agent or trustee under any related security document shall have been returned to Borrower or its respective Subsidiary, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofcase may be.

Refinancing. Substantially concurrently On or prior to May 11, 2020, financing shall be provided to the Borrower (the date of such financing, “Refinancing Date”), in the form of Indebtedness and/or proceeds from the issuance of equity, in each case subject to terms and conditions to be determined (such financing, the “Refinancing”), including the following: – At least $200,000,000 of new Indebtedness and/or equity financing upon the effectiveness of the A&R Credit Agreement; – $143,000,000 of Term Loans (including the Tranche A-3 Term Loans and the term loans made pursuant to Amendment No. 20) will be continued or be refinanced with new Indebtedness and/or equity financing; – All Indebtedness relating to the Refinancing (including (x) any Stock or Stock Equivalents that are mandatorily redeemable and (y) any Tranche A-3 Term Loans and term loans made pursuant to Amendment No. 20) shall not exceed $275,000,000 in aggregate principal amount (including Stock or Stock Equivalents that are mandatorily redeemable valued at its liquidation preference);1 – All Indebtedness relating to the Refinancing (other than Stock and Stock Equivalents that are mandatorily redeemable and issued on terms satisfactory to the Administrative Agent) shall be on the same terms as the Term Loans under the Existing Credit Agreement (including, for the avoidance of doubt, the ___________________________ 1 The $275,000,000 cap will not include [***] reimbursement obligations converted into term loans. voting provisions and the prohibition on amortization); provided that (i) the maturity date shall be 6 months after the Extended Revolving Credit Facility Maturity Date (as defined below), (ii) the interest thereon shall not exceed 12% per annum, except as modified with the Borrowing written consent of 2015 Term Loans hereunderthe Administrative Agent and the Required Lenders, and (iii) aggregate Cash Interest Expense with respect to such Indebtedness shall not exceed $6,000,000 in any fiscal quarter (subject to proration for the first fiscal quarter ending after the Refinancing Date), except as modified with the written consent of the Administrative Agent and the Required Lenders; – No Stock and Stock Equivalents relating to the Refinancing shall be consummated in full to the satisfaction of the Lenders with Disqualified Stock, and all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent such Stock and Stock Equivalents shall have received a “pay-off” letter in form and substance reasonably be issued on terms satisfactory to the Administrative Agent Agent; and – The Borrower shall not be permitted to add any incremental Indebtedness as credit extensions under the A&R Credit Agreement. In connection with respect to all Indebtedness being refinanced in the Refinancing; and , the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filingExisting Credit Agreement, as amended by Amendment No. 20, shall be amended and restated (the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof“A&R Credit Agreement”), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereof.

Refinancing. Substantially concurrently with (a) On or prior to the Initial Borrowing of 2015 Term Loans hereunderDate, the Refinancing commitments under the Existing Credit Agreement shall be consummated have been terminated, all loans outstanding thereunder shall have been repaid in full full, together with all accrued and unpaid interest thereon, all accrued and unpaid fees thereon shall have been paid in full, all letters of credit issued thereunder shall have been terminated (or cash collateralized or incorporated as Letters of Credit under this Agreement) and all other amounts owing pursuant to the Existing Credit Agreement shall have been repaid in full. (b) On the Initial Borrowing Date, all security interests in respect of, and Liens securing, obligations under the Existing Credit Agreement relating to the Borrower and its Subsidiaries shall have been terminated and released to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; Agents, and the Administrative Agent shall have received from any person holding any Lien securing any all such Indebtednessreleases as may have been requested by the Agents, such UCC which releases shall be in form and substance satisfactory to the Agents. Without limiting the foregoing, there shall have been delivered (i) proper termination statements (Form UCC-3, “in lieu of” continuation statements or the appropriate equivalent) termination statements, mortgage releases, releases for filing under the UCC of assignments (A) each jurisdiction where a financing statement (Form UCC-1 or the equivalent) was filed with respect to the Company or any of leases and rents, releases of its Subsidiaries in connection with the security interests created pursuant to the Existing Credit Agreement and the documentation related thereto and (B) each jurisdiction of organization for the Company and each of its Subsidiaries and (ii) a termination or reassignment of any security interest in, or Lien on, any patents, trademarks, copyrights or similar interests of the Company or any of its Subsidiaries on which filings have been made to secure obligations under the Existing Credit Agreement, fully executed by the appropriate parties, all of which shall be in Intellectual Property form and other instrumentssubstance satisfactory to the Agents. (c) All of the terms and conditions of the Refinancing shall be satisfactory to the Agents, in each case in proper form for recording or filing, as and all conditions to the Administrative Agent consummation of the Refinancing shall have reasonably requested been satisfied (and not waived, unless consented to release by the Agents and terminate the Required Lenders), to the satisfaction of record the Liens Agents and the Required Lenders. Each component of the Refinancing shall have been consummated in all material respects in accordance with the terms and conditions of the documentation thereof and all applicable laws. (d) On or prior to the Initial Borrowing Date, the General Motors Acceptance Corporation credit facility of the Company shall have been repaid in full (except for the $1.5 billion cash collateralized portion of the General Motors Acceptance Corporation credit facility) (and all commitments thereunder terminated and any liens (other than liens on such cash collateral) securing such Indebtedness. After giving effect credit facilities released to the Transactions, Irish Holdco satisfaction of the Agents) and the Borrower and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) Indebtedness or Indebtedness for borrowed moneymaterial contingent liabilities, except for Indebtedness indebtedness incurred pursuant to (i) the Loan Documentsthis Agreement, (ii) indebtedness expressly the Senior Notes and (iii) the Existing Indebtedness. All terms and conditions of all Existing Indebtedness permitted to remain outstanding after the Closing Date pursuant giving effect to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted Refinancing shall be required to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior be satisfactory to the date hereofAgents in their sole discretion.

Refinancing. Substantially (i) Prior to the Initial Borrowing Date and the Credit Events then occurring, the Borrower shall have commenced tender offers and consent solicitations with respect to each issue of outstanding Existing Tender Offer Notes (the “Tender Offers and Consent Solicitations”) pursuant to which (I) the Borrower shall offer, subject to the Minimum Tender Offer Condition for each such Tender Offer and Consent Solicitation and the other terms and conditions contained therein, to purchase all of the outstanding Existing Tender Offer Notes at a cash price equal to $1000 per $1000 principal amount, plus accrued and unpaid interest thereon, (II) consents shall be solicited to proposed amendments (the “Existing Tender Offer Notes Indenture Amendments”) to each of the Existing Tender Offer Notes Indentures, which amendments shall, inter alia, provide for the substantial elimination of the covenants contained in each of the Existing Tender Offer Notes Indentures (including, without limitation, limitations on restricted payments, dividends, transactions with affiliates, indebtedness and guarantees by subsidiaries) and (III) the Borrower shall offer to pay to each holder of Existing Tender Offer Notes which validly consents to the relevant Existing Tender Offer Notes Indenture Amendment a consent fee in an amount not to exceed $20 for each $1,000 principal amount of such holder’s Existing Tender Offer Notes. All terms and conditions of the Tender Offers and Consent Solicitations and the Existing Tender Offer Notes Indenture Amendments shall be reasonably satisfactory to the Agents, and in any event, the Tender Offers and Consent Solicitations shall provide that the period for tendering Existing Tender Offer Notes pursuant thereto shall terminate on or prior to the Initial Borrowing Date. (ii) On or prior to the Initial Borrowing Date, (x) holders of at least 75% (or, in the case of the Existing 2008 Senior Subordinated Notes, 51%) of the aggregate outstanding principal amount of each series of outstanding Existing Tender Offer Notes shall have validly tendered, and not withdrawn, their Existing Tender Offer Notes and provided their “Consent” pursuant to, and in accordance with the requirements of, the Tender Offer and Consent Solicitation therefor, and (y) the Borrower and the trustees under each of the Existing Tender Offer Notes Indentures shall have duly executed and delivered the Existing Tender Offer Notes Indenture Supplements and same shall have become effective in accordance with their terms and the terms of the relevant Existing Tender Offer Notes Indenture. (iii) On the Initial Borrowing Date (and concurrently with the Borrowing Credit Events occurring on such Date), the Borrower shall have deposited into a segregated account (the “Segregated Account”) proceeds of 2015 Initial B Term Loans hereunderin an aggregate principal amount equal to the sum of (x) the aggregate principal amount of the Existing 2008 Senior Subordinated Notes not validly tendered (or validly tendered and subsequently withdrawn) pursuant to the Tender Offer and Consent Solicitation therefor plus (y) all unpaid interest accruing and applicable call premiums thereon through the 30th day following the Initial Borrowing Date (the “Redemption Date”). (iv) On the Initial Borrowing Date, the Refinancing Borrower shall be consummated in full have delivered an irrevocable “notice of redemption” to the satisfaction trustee under the Existing 2008 Senior Subordinated Notes Indenture pursuant to, and in accordance with the requirements of, the Existing 2008 Senior Subordinated Notes Indenture. (v) On or prior to the Initial Borrowing Date, the Borrower shall have redeemed or repurchased all of its outstanding shares of Series A Preferred Stock for an aggregate redemption price (including any and all accrued but unpaid dividends with respect to the Series A Preferred Stock) equal to approximately $131.0 million. (vi) On the Initial Borrowing Date and concurrently with the incurrence of Loans on such date, approximately $194.8 million of Indebtedness of the Lenders Borrower and its Subsidiaries, consisting of all Indebtedness under the Existing Credit Agreement (other than Existing Letters of Credit) and all but approximately $2.2 million in aggregate principal amount of the Existing Seller/Opco Notes, shall have been repaid in full, together with all fees, accrued interest and other amounts owing thereon (collectively, the “Additional Refinanced Indebtedness”), all commitments under the documents evidencing Additional Refinanced Indebtedness shall have been terminated, all letters of credit issued pursuant to the documents evidencing the Additional Refinanced Indebtedness shall have been terminated or incorporated hereunder as Letters of Credit as contemplated by Section 1A.01(d) and all guaranties issued in support of such Additional Refinanced Indebtedness shall have been terminated. (vii) On the Initial Borrowing Date and concurrently with the incurrence of Loans on such date, all security interests in respect of, and Liens in favor of securing, the existing lenders being unconditionally Additional Refinanced Indebtedness shall have been terminated and released; , and the Administrative Agent shall have received a “pay-off” letter all such releases as may have been reasonably requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to the Administrative Agent. Without limiting the foregoing, there shall have been delivered to the Administrative Agent proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to all the Borrower or any of its Subsidiaries in connection with the security interests created with respect to the Additional Refinanced Indebtedness being refinanced in the Refinancing; and the Administrative Agent documentation related thereto, all of which shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases be in form and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as substance reasonably satisfactory to the Administrative Agent shall have reasonably requested to release Agent. (viii) On the Initial Borrowing Date and terminate of record the Liens securing such Indebtedness. After after giving effect to the Transactionsconsummation of the Transaction (including the Tender Offer and Consent Solicitation Consummation as if the same had occurred on such date but excluding the Existing 2008 Senior Subordinated Notes Redemption and the Optional Non-2008 Tender Offer Notes Refinancing), Irish Holdco the Borrower and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed moneyIndebtedness, except for Indebtedness incurred pursuant to (i) Indebtedness pursuant to or in respect of the Loan Credit Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date Existing Tender Offer Notes not repurchased pursuant to the Acquisition Agreement (as Tender Offer and Consent Solicitation Consummation in effect on the date thereof), an aggregate outstanding principal amount not to exceed $48.0 million and (iii) such other existing Indebtedness of the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco Borrower and its Subsidiaries, (vi) if any, as shall be permitted by the New Horizon Unsecured Notes Agents and (vii) such other existing indebtedness identified to, and expressly permitted Required Lenders to remain outstanding (all of which Indebtedness described in this subclause (iii) shall be required to be specifically listed as Scheduled Existing Indebtedness). On and as of the Initial Borrowing Date, all Indebtedness described in the immediately preceding sentence shall remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior giving effect to the date hereofTransaction (other than the Existing 2008 Senior Subordinated Notes Redemption and the Optional Non-2008 Tender Offer Notes Refinancing) and the other transactions contemplated hereby without any breach, required repayment, required offer to purchase, default, event of default or termination rights existing thereunder or arising as a result of the Transaction and the other transactions contemplated hereby.

Refinancing. Substantially concurrently with On the Borrowing Original Closing Date, after giving effect ----------- to the loans incurred under the Existing Credit Agreement on the Original Closing Date, neither the Parent nor any of 2015 Term Loans hereunderits Subsidiaries shall have any preferred stock or Indebtedness outstanding except for the Senior Preferred Stock, the Refinancing Series B Preferred Stock, the Senior Notes, the loans incurred on the Original Closing Date and the indemnity obligations under the Acquisition Documents, which indemnity obligations (other than any indemnity obligations set forth in the Stock Purchase Agreement) shall be consummated in full reasonably satisfactory to the satisfaction Agents and the Required Banks, and the Original Indebtedness, the amount and terms of which shall be reasonably satisfactory to the Agents and the Required Banks. On the Original Closing Date, the Refinancings shall have occurred. On or prior to the Original Closing Date, (i) each of the Lenders with facilities, agreements and instruments under which Indebtedness or the synthetic lease included in the Refinancings or otherwise to be refinanced as part of the Transaction was issued (collectively, the "Refinanced Indebtedness") shall have been terminated, (ii) ----------------------- all commitments under the Refinanced Indebtedness shall have been permanently cancelled, (iii) the amount of all accrued interest, premiums, fees and commissions shall have been paid in full, (iv) all Liens in favor connection with the repayment of such Refinanced Indebtedness shall have been terminated (and all appropriate releases, termination statements or other instruments of assignment with respect thereto shall have been obtained) and (v) all material waivers and consents necessary for the consummation of the existing lenders being unconditionally released; Transaction and the other transactions contemplated by the Documents in respect of any Indebtedness of the Borrower or the Company (including any Refinanced Indebtedness) shall have been obtained. The Administrative Agent shall have received a “pay-off” letter copies, certified as true and complete by an appropriate officer of the Parent, of all documents executed in form and substance reasonably satisfactory to connection with the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; Refinancings and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases repayment of assignments the Refinanced Indebtedness and the release of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries thereunder (including, without limitationcollectively, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan "Termination Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof"), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereof.. ----------------------

Refinancing. Substantially concurrently At the Closing, TMO shall use the proceeds under the Credit Agreement and the funds received in the Private Placement together with the Borrowing of 2015 Term Loans hereunder, the Refinancing shall be consummated in full Investment Consideration to the satisfaction (a) repurchase and retire all of the Lenders with all Liens in favor of Outstanding Senior Subordinated Increasing Notes due December 31, 1999 (the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent"Increasing Rate Notes") termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date issued pursuant to the Acquisition Agreement (Note Purchase Agreement, dated as in effect on of April 19, 1999, between TMO, the date thereof)subsidiaries of TMO named therein, and the purchasers named therein, (iiib) repay all of the Existing Notesoutstanding principal and premium, (iv) if any, together with accrued interest and fees and all amounts related to outstanding letters of credit, under the Horizon Convertible NotesCredit Agreement, (iv) working capital leasesdated as of September 30, capital leases 1996, by and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date byTMO, the Lead Arrangers lenders set forth therein and NBD Bank, as “surviving debt” administrative agent, as amended prior to the date hereofhereof (the "First Chicago Facility"), and shall take all actions necessary to terminate the First Chicago Facility, (c) repurchase and retire all of the outstanding 9.02% Senior Notes due November 15, 2002 (the "Prudential Senior Notes") issued pursuant to the Note Agreement, dated as of November 15, 1994, among TMO and the purchasers named therein, (d) repay all of the outstanding principal and premium, if any, together with accrued interest and fees, under the Credit Agreement, dated as of May 25, 1998, by and between Banco Nacionale de Comercio Exterior, Sociedad Nacional de Credito and Autobuses, as amended (the "Autobuses Credit Facility"), and shall take, or shall cause Autobuses to take, all actions necessary to terminate the Autobuses Credit Facility, and (e) except as set forth in Section 3.2(e) of the DISCLOSURE SCHEDULE, repay all of the outstanding principal and premium, if any, together with accrued interest and fees under all other indebtedness of the Company or any Company Subsidiary (collectively, the "Refinancing"); it being understood that notwithstanding the foregoing, only the greater of (i) 50% of the total amount expended to repay the Autobuses Credit Facility or (ii) in the event that the amount expended to repay the Autobuses Credit Facility exceeds $16 million, such amount less $8 million, shall be utilized for purposes of calculating the Cash Repurchase Amount.

Refinancing. Substantially concurrently with (a) On the Borrowing of 2015 Term Loans hereunderThird Restatement Effective Date, the Refinancing commitments (if any) under the Indebtedness to be Refinanced shall have been terminated, all loans outstanding thereunder shall have been repaid in full, together with all accrued and unpaid interest thereon, all accrued and unpaid fees thereon shall have been paid in full, all letters of credit issued thereunder shall have been terminated (except to the extent (x) incorporated (or deemed issued) as letters of credit under the L/C Reimbursement Agreements and supported by Existing Letter of Credit Back-Stop Arrangements or (y) cash collateralized pursuant to the Existing Letter of Credit Cash Collateral Arrangements, in each case on the basis set forth in clause (c) below) and all other amounts owing pursuant to the Indebtedness to be consummated Refinanced shall have been repaid in full full. (b) On the Third Restatement Effective Date, all security interests in respect of, and Liens securing, obligations under the Indebtedness to be Refinanced shall have been terminated and released to the satisfaction of the Lenders with all Liens in favor of Agents and the existing lenders being unconditionally released; Required Banks, and the Administrative Agent shall have received a “pay-off” letter all such releases as may have been requested by the Agents and the Required Banks, which releases shall be in form and substance reasonably satisfactory to the Administrative Agent Agents and the Required Lenders. Without limiting the foregoing, there shall have been delivered (i) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a financing statement Form UCC-1 or equivalent was filed with respect to all the Parent or any of its Subsidiaries in connection with the security interests created pursuant to the Indebtedness being refinanced in the Refinancing; to be Refinanced and the documentation related thereto, (ii) termination or reassignment of any security interest in, or Lien on, any patents, trademarks, copyrights or similar interests of the Parent or any of its Subsidiaries on which filings have been made to secure obligations under the Indebtedness to be Refinanced and (iii) terminations of all mortgages, leasehold mortgages and deeds of trusts created with respect to property of the Parent or any of its Subsidiaries to secure the obligations under the Indebtedness to be Refinanced, all of which shall be in form and substance reasonably satisfactory to the Agents and the Required Banks. (i) On the Third Restatement Effective Date, Paribas and Vantas shall have entered into a letter of credit reimbursement agreement in form and substance satisfactory to Paribas (as amended, modified or supplemented from time to time, the "Paribas L/C Reimbursement Agreement"), pursuant to which all Existing Letters of Credit issued by Paribas as Issuing Bank under, and as defined in, the Second Amended and Restated Credit Agreement shall have been incorporated (or deemed issued) as "Letters of Credit" under, and for all purposes of, the Paribas L/C Reimbursement Agreement. (ii) On the Third Restatement Effective Date, Bank Austria and Vantis shall have entered into a letter of credit reimbursement agreement in form and substance satisfactory to Bank Austria (as amended, modified or supplemented from time to time, the "Bank Austria L/C Reimbursement Agreement"), pursuant to which all Existing Letters of Credit issued by Bank Austria as Issuing Bank under, and as defined in, the Second Amended and Restated Credit Agreement shall have been incorporated (or deemed issued) as "Letters of Credit" under, and for all purposes of, the Bank Austria L/C Reimbursement Agreement. (iii) On the Third Restatement Effective Date, Morgan Guaranty and HQ shall have entered into a letter of credit rexxxxxxement agreement in form and substance satisfactory to Morgan Guaranty (as amended, modified or supplemented from time to txxx, xhe "Morgan Guaranty L/C Reimbursement Agreement" and, together with the Xxxxxxs L/C Reimbursement Agreement and the Bank Austria L/C Reimbursement Agreement, collectively, the "L/C Reimbursement Agreements"), pursuant to which all Existing Letters of Credit issued by Morgan Guaranty as issuing bank under the Existing HQ Credit Agreemexx xxxll have been incorporated (or deemed issued) as "Letters of Credit" under, and for all purposes of, the Morgan Guaranty L/C Reimbursement Agreement. (iv) Xx xxe Third Restatement Effective Date, FrontLine and Bankers Trust Company shall have entered into a line of credit agreement (as amended, modified or supplemented from time to time, the "Back-Stop Letter of Credit Agreement"), pursuant to which Bankers Trust Company shall have issued one or more letters of credit for the account of FrontLine in favor of Morgan Guaranty, Paribas and Bank Austria as beneficiaries thereundex, xxx the Back-Stop Letter of Credit Agreement shall be in full force and effect. (v) On or prior to the Third Restatement Effective Date, First Union and HQ shall have entered into a cash collateral agreement in form and substance satisfactory to First Union (as amended, modified or supplemented from time to time, the "First Union L/C Cash Collateral Agreement"), pursuant to which all Existing Letters of Credit issued by First Union as Fronting Bank under, and as defined in, the Existing HQ Credit Agreement shall have been cash collateralized on a basis satisfactory to First Union and the Required Banks (the "Existing Letter of Credit Cash Collateral Arrangements"). (d) The Administrative Agent shall have received from any person holding any Lien securing any such Indebtednessevidence in form, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases scope and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have substance reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect satisfactory to the Transactions, Irish Holdco Agents and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall Required Banks that the matters set forth in this Section 4.17 have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect been satisfied on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofThird Restatement Effective Date.

Refinancing. Substantially concurrently with (a) Agilent and World Trade jointly and severally agree that, in the Borrowing of 2015 Term Loans hereunder, the Refinancing shall be consummated in full to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent event that World Trade shall have received a “pay-off” letter in form and substance Xxxxxxx Xxxxx Acceleration Notice pursuant to Section 2 hereof, Agilent or World Trade shall establish a Delaware statutory trust or other entity reasonably satisfactory to Xxxxxxx Xxxxx (such trust or other entity, the Administrative Agent “Trust”) and shall cause the Trust to issue and sell, by no later than the Related Agreement Accelerated Repurchase Date, such aggregate amount of debt securities (the “Take-out Securities”), in an offering (the “Securities Offering”) placed or underwritten by Xxxxxxx Xxxxx (or an affiliate of Xxxxxxx Xxxxx), as will generate net proceeds sufficient to repurchase, on the Related Agreement Accelerated Repurchase Date and in accordance with the terms of the Repo Agreement, all of the Target Purchased Securities or the Relevant Portion thereof, as the case may be; provided, however, that (i) Agilent and World Trade shall have the right to determine, in their discretion after consultation with Xxxxxxx Xxxxx, whether such securities will be issued through a registered public offering, a private placement of securities eligible for resale pursuant to Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended, or any other private placement; (ii) such securities shall contain such terms, including registration rights (in the event of a private placement or Rule 144A offering), covenants, events of default, interest rate, yield and redemption prices and dates and conditions as are reasonably satisfactory in all respects to Xxxxxxx Xxxxx in light of then prevailing market conditions and the financial condition and prospects of Agilent and its subsidiaries at the date of sale; and (iii) all other arrangements with respect to such securities shall be reasonably satisfactory in all Indebtedness being refinanced respects to Xxxxxxx Xxxxx in the Refinancing; light of then prevailing market conditions and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases financial condition and prospects of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco Agilent and its Subsidiaries subsidiaries at the date of sale. (including, without limitation, the Target b) Agilent and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant World Trade jointly and severally agree to use all commercially reasonable efforts to (i) commence any Securities Offering required hereunder, or cause such Securities Offering to be commenced, by the Loan Documentsdate (the “Securities Offering Commencement Date”) occurring no later than 120 calendar days following the Notice Date and (ii) consummate such Securities Offering, or cause such Securities Offering to be consummated, not later than the Related Agreement Accelerated Repurchase Date. Xxxxxxx Xxxxx agrees that it shall, and shall cause any affiliate of Xxxxxxx Xxxxx acting as underwriter or placement agent in connection with any Securities Offering required hereunder to, use all commercially reasonable efforts to (i) assist and cooperate with each of Agilent and World Trade in connection with the commencement of such Securities Offering and (ii) cause such Securities Offering to be commenced not later than the Securities Offering Commencement Date and consummated not later than the Related Agreement Accelerated Repurchase Date. (c) Agilent and World Trade jointly and severally agree, in connection with any Securities Offering required hereunder, promptly to (i) commence, and cause the Trust to commence, the preparation of an offering document for such Securities Offering reasonably satisfactory in all respects to Xxxxxxx Xxxxx; (ii) commence, and cause the Trust to commence, the preparation of materials for a presentation to S&P and Moody’s for a rating on the Take-out Securities; (iii) cooperate reasonably and in good faith with the marketing effort for the Take-out Securities and assist in the marketing thereof in a manner customary for new high-yield offerings; (iv) xxxxxxx Xxxxxxx Xxxxx with all financial and other information concerning Agilent, its affiliates and the Trust that Xxxxxxx Xxxxx may reasonably request for inclusion in any prospectus, private placement memorandum, confidential offering memorandum or other document to be used in connection with such Securities Offering (each, an “Offering Document”); (v) make Agilent’s and World Trade’s senior officers and representatives reasonably available to Xxxxxxx Xxxxx in connection with such Securities Offering, to assist in the preparation of one or more appropriate Offering Documents (including assistance in obtaining industry data), to participate in due diligence sessions, to cooperate in the preparation of cold comfort letters and to participate in one or more road shows to market the applicable securities and to assist Xxxxxxx Xxxxx in the preparation of marketing materials to be used in connection with the Securities Offering); and (v) enter into, and cause the Trust to enter into, usual and customary documentation for offerings of debt securities similar to such Securities Offering, including documentation confirming the engagement of Xxxxxxx Xxxxx, or any affiliate of Xxxxxxx Xxxxx, as placement agent or underwriter in connection with such Securities Offering. (d) Anything to the contrary herein notwithstanding, Xxxxxxx Xxxxx agrees that, in the event that Agilent or World Trade shall have provided written notice to Xxxxxxx Xxxxx, by no later than 30 days following the Notice Date, stating that World Trade intends to repurchase some or all of the Target Purchased Securities or the Relevant Portion thereof, as the case may be, on the Related Agreement Accelerated Repurchase Date with proceeds from credit facilities, equity offerings and/or other financings (other than a Securities Offering) (the Securities Offering, such credit facilities, equity offerings or other financings (other than a Securities Offering) or any combination of the foregoing being collectively referred to as the “Refinancing”), Agilent and World Trade shall, to the extent of such proceeds, be relieved from their respective obligations to comply with Sections 4(a), (b) and (c) hereof so long as Agilent and World Trade are using commercially reasonable efforts to (i) cause such Refinancing (other than a Securities Offering) to be entered into or launched, as the case may be, by no later than the Securities Offering Commencement Date and (ii) cause such proceeds to be drawn under or obtained from such Refinancing (other than a Securities Offering) by no later than the Related Agreement Accelerated Repurchase Date. (e) In the event that (i) a Securities Offering or any other offering of securities contemplated under Section 4(d) hereof shall not have been commenced, or credit facilities contemplated under Section 4(d) hereof shall not have been entered into, in each case, by the Securities Offering Commencement Date, (ii) indebtedness expressly permitted proceeds in an amount necessary to remain outstanding repurchase the Target Purchased Securities or the Relevant Portion thereof, as the case may be, shall not have been drawn under, or obtained from, the Refinancing by the Related Agreement Accelerated Repurchase Date or (iii) a No Refinancing Notice shall have been provided by Agilent or World Trade to Xxxxxxx Xxxxx and (x) the Target Purchased Securities (in the case of a No Refinancing Notice making the statements described in clause (i) of Section 2(c)) or (y) the Target Securities other than the Relevant Portion (in the case of a No Refinancing Notice making the statements described in clause (ii) of Section 2(c)) shall not have been repurchased on the Related Agreement Accelerated Repurchase Date by World Trade (the events described in (i), (ii) or (iii) each being a “Repurchase Default”), Agilent and World Trade jointly and severally agree (subject to the penultimate sentence of this Section 4(e)) to pay Xxxxxxx Xxxxx, on the date occurring 180 days after the Closing date on which a Repurchase Default shall have occurred and on the last day of each subsequent 180-day period (unless such Repurchase Default shall have been cured at any time during any such 180-day period, in which case the date of payment shall be the date occurring 10 days following the date of such cure, with no Additional Financing Fee (as defined below) accruing during such 10-day period), the amount (the “Additional Financing Fee”) that shall have accrued during the relevant 180-day period (or such shorter period, as the case may be) on the Purchase Price of the Target Purchased Securities or the Relevant Portion thereof, as the case may be (subject to the penultimate sentence of this Section 4(e)) that were outstanding on the Notice Date at a rate (the “Additional Financing Rate”) of 0.25% per annum for the first such 180-day period, which rate shall increase by 0.25% per annum for each subsequent 180-day period up to a maximum of 1.0%, until the earlier to occur of (x) the date on which such Repurchase Default shall have been cured and (y) the date on which the Repo Agreement shall have been terminated. The daily amount of the Additional Financing Fee with respect to the Target Purchased Securities or the Relevant Portion thereof or the portion of the Target Purchased Securities other than the Relevant Portion, as the case may be (the “Daily Additional Financing Fee”) shall be calculated by dividing the Additional Financing Rate in effect for such day by 365 (or 366, in the case of a calculation made with respect to a leap year) and multiplying the result by such Purchase Price. The amount of Additional Financing Fee on the Purchased Securities for each 180-day period (or shorter period, as the case may be) shall be calculated by adding the Daily Additional Financing Fees for each day in such period. All percentages resulting from any of the above calculations shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 9.876545% (or 0.09876545) being rounded to 9.87655% (or 0.0987655)) and all United States dollar amounts used in or resulting from such calculations shall be rounded to the nearest cent (with one-half cent being rounded upwards). Additional Financing Fees shall be paid with immediately available funds on the due date therefor. The parties hereto agree that the amounts payable pursuant to the Acquisition Agreement (as in effect foregoing provisions of this Section 4(e) constitute liquidated damages and are the sole remedy available to Xxxxxxx Xxxxx with respect to the failure, if any, of Agilent and/or World Trade to commence a Refinancing within 120 days following the Notice Date or consummate such Refinancing within 180 days following the Notice Date. If any payment shall be required by the terms hereof to be made on a day that is not a Business Day, such payment shall be made on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases immediately succeeding Business Day and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding no further Additional Financing shall accrue after the Closing Date byday on which payment was required. Without limiting any other applicable cure of a Repurchase Default, upon the Lead Arrangers consummation of the repurchase of the Target Purchased Securities or the Relevant Portion thereof, as “surviving debt” prior to the date hereofcase may be, a Repurchase Default shall be deemed cured.

Refinancing. Substantially (a) On the Initial Borrowing Date (after having ----------- given effect to the Recapitalization and the Pacer Logistics Acquisition) and concurrently with the Borrowing incurrence of 2015 Term Loans on such date, (i) approximately $58,600,000 of Indebtedness of the Borrower and its Subsidiaries (including Pacer Logistics) shall have been repaid in full, together with all fees and other amounts owing thereon (the "Refinanced Indebtedness"), all commitments under the documents evidencing Refinanced Indebtedness shall have been terminated and all letters of credit issued pursuant to the documents evidencing the Refinanced Indebtedness shall have been terminated, incorporated hereunder as Letters of Credit as contemplated by Section 2.01(e) or supported by a back- stop Letter of Credit issued hereunder, (ii) 350,000 shares of outstanding Preferred Stock of Pacer Logistics, par value $.01 per share, with an aggregate liquidation preference equal to $3,528,000 shall have been redeemed in full, and (iii) the Refinancing Borrower shall be have made cash payments not to exceed $500,000 to satisfy earn-out obligations owing in connection with acquisitions consummated in full by Pacer Logistics and its Subsidiaries prior to the satisfaction Initial Borrowing Date. (b) On the Initial Borrowing Date and concurrently with the incurrence of Loans on such date, all security interests in respect of, and Liens securing, the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent Refinanced Indebtedness shall have received a “pay-off” letter in form been terminated and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; released, and the Administrative Agent shall have received from any person holding any Lien securing any all such Indebtednessreleases as may have been requested by the Administrative Agent, such UCC which releases shall be in form and substance satisfactory to the Agents and the Required Banks. Without limiting the foregoing, there shall have been delivered to the Administrative Agent (x) proper termination statements (Form UCC-3 or the appropriate equivalent) termination statements, mortgage releases, releases for filing under the UCC of assignments each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to the Borrower or any of leases and rents, releases of its Subsidiaries in connection with the security interests in Intellectual Property created with respect to the Refinanced Indebtedness and other instrumentsthe documentation related thereto, (y) terminations or reassignments of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of the Borrower or any of its Subsidiaries on which filings have been made and (z) terminations of all mortgages, leasehold mortgages and deeds of trust created with respect to property of the Borrower or any of its Subsidiaries, in each case case, to secure the obligations under the Refinanced Indebtedness, all of which shall be in proper form for recording and substance satisfactory to the Agents and the Required Banks. (c) On the Initial Borrowing Date and after giving effect to the Transaction, the Borrower and its Subsidiaries shall have no Indebtedness or filingPreferred Stock outstanding other than (i) the Loans, (ii) the Senior Subordinated Notes, (iii) certain other indebtedness existing on the Initial Borrowing Date as listed on Schedule IV in an aggregate outstanding principal amount not to exceed $400,000 (with the Indebtedness described in this sub- clause (iii) being herein called the "Existing Indebtedness") and (iv) 24,333.94 shares of Pacer Logistics Preferred Stock. On and as of the Initial Borrowing Date, all of the Existing Indebtedness shall remain outstanding after giving effect to the Transaction and the other transactions contemplated hereby without any default or event of default existing thereunder or arising as a result of the Transaction and the other transactions contemplated hereby (except to the extent amended or waived by the parties thereto on terms and conditions satisfactory to the Agents and the Required Banks), and there shall not be any amendments or modifications to the Existing Indebtedness Agreements other than as requested or approved by the Agents or the Required Banks. (d) The Administrative Agent shall have received evidence in form, scope and substance reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect satisfactory to the Transactions, Irish Holdco Agents and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall Required Banks that the matters set forth in this Section 5.09 have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect been satisfied on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofInitial Borrowing Date.

Refinancing. Substantially concurrently Subject to the terms and conditions set forth herein, on the Fourth Amendment Effective Date: (a) Each Existing Revolving Lender executing a signature page to this Fourth Amendment (i) agrees to the terms of this Fourth Amendment and the Credit Agreement and (ii) agrees to exchange its Existing Revolving Commitment for a New Revolving Commitment in the amount set forth opposite its name under the heading “New Revolving Commitment” on Schedule 1 hereto (regardless of whether such New Revolving Commitments equal, exceed or are lower than such Existing Revolving Commitments; it being understood that if an Existing Revolving Lender’s Existing Revolving Commitment exceeds its New Revolving Commitment, the excess portion of such Existing Revolving Commitment shall be terminated upon the effectiveness of this Fourth Amendment on the Fourth Amendment Effective Date). (b) Each New Revolving Lender executing a signature page to this Fourth Amendment (i) agrees to the terms of this Fourth Amendment and the Credit Agreement and (ii) agrees to provide the amount of New Revolving Commitments set forth opposite its name under the heading “New Revolving Commitment” on Schedule 1 hereto. (c) Each Revolving Xxxxxx agrees to make New Revolving Loans to the Borrower in a principal amount not to exceed its New Revolving Commitment in accordance with the Borrowing terms of 2015 Term Loans hereunder, the Refinancing shall be consummated in full and subject to the satisfaction conditions set forth in the Credit Agreement. (d) Each party hereto acknowledges and agrees that, effective as of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent Fourth Amendment Effective Date, (i) each New Revolving Lender shall have received become a “pay-offLender” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments“Revolving Lender”, in each case for all purposes in proper form for recording or filing, as connection with the Administrative Agent shall have reasonably requested to release Credit Agreement and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the other Loan Documents, in each case with all rights and obligations thereto as set forth in the Credit Agreement, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to New Revolving Commitments shall be the Acquisition “Revolving Commitments” for all purposes in connection with the Credit Agreement (as in effect on and the date thereof), other Loan Documents and (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases New Revolving Loans funded on and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Fourth Amendment Effective Date byshall be “Revolving Loans” and “Loans”, in each case for all purposes in connection with the Lead Arrangers as “surviving debt” prior to Credit Agreement and the date hereofother Loan Documents.

Refinancing. Substantially concurrently with Agilent and World Trade jointly and severally agree that, in the Borrowing of 2015 Term Loans hereunder, the Refinancing shall be consummated in full to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent event that World Trade shall have received a “pay-off” letter in form and substance Xxxxxxx Xxxxx Acceleration Notice pursuant to Section 2 hereof, Agilent or World Trade shall establish a Delaware statutory trust or other entity reasonably satisfactory to Xxxxxxx Xxxxx (such trust or other entity, the Administrative Agent “Trust”) and shall cause the Trust to issue and sell, by no later than the Related Agreement Accelerated Repurchase Date, such aggregate amount of debt securities (the “Take-out Securities”), in an offering (the “Securities Offering”) placed or underwritten by Xxxxxxx Xxxxx (or an affiliate of Xxxxxxx Xxxxx), as will generate net proceeds sufficient to repurchase, on the Related Agreement Accelerated Repurchase Date and in accordance with the terms of the Repo Agreement, all of the Target Purchased Securities or the Relevant Portion thereof, as the case may be; provided, however, that (i) Agilent and World Trade shall have the right to determine, in their discretion after consultation with Xxxxxxx Xxxxx, whether such securities will be issued through a registered public offering, a private placement of securities eligible for resale pursuant to Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended, or any other private placement; (ii) such securities shall contain such terms, including registration rights (in the event of a private placement or Rule 144A offering), covenants, events of default, interest rate, yield and redemption prices and dates and conditions as are reasonably satisfactory in all respects to Xxxxxxx Xxxxx in light of then prevailing market conditions and the financial condition and prospects of Agilent and its subsidiaries at the date of sale; and (iii) all other arrangements with respect to such securities shall be reasonably satisfactory in all Indebtedness being refinanced respects to Xxxxxxx Xxxxx in the Refinancing; light of then prevailing market conditions and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases financial condition and prospects of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco Agilent and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on subsidiaries at the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofof sale.

Refinancing. Substantially (a) If, at any time after the repayment the Thermo Claim, or substantially concurrently with the Borrowing of 2015 Term Loans hereundertherewith, the Obligors consummate any Refinancing shall be consummated in full to of any Thermo Loan Document evidencing the satisfaction Thermo Claim (any such Loan Document, a “Refinancing Thermo Loan Document”), then such repayment of the Lenders with Thermo Claim shall automatically be deemed not to have occurred for all Liens in favor purposes of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent this Agreement (other than with respect to all Indebtedness being refinanced in any actions taken as a result of the Refinancing; occurrence of such repayment), and the Administrative Agent obligations under such Refinancing Thermo Loan Document shall have received from any person holding any automatically be treated as a part of the Thermo Claim for all purposes of this Agreement, including for purposes of the Lien securing any such Indebtednesspriorities and rights in respect of Collateral set forth herein, such UCC and Thermo (or equivalentthe new collateral agent named in therein) termination statementsunder such Refinancing Thermo Loan Document shall be “Thermo” for all purposes of this Agreement. Upon receipt of a notice stating that the Obligors have entered into such Refinancing Thermo Loan Document, mortgage releaseswhich notice shall include the identity of the new collateral agent (the “New Thermo Loan Collateral Agent”), releases of assignments of leases Thermo shall promptly (i) enter into such documents and rentsagreements, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording including amendments or filingsupplements to this Agreement, as the Administrative Obligors or such New Thermo Collateral Agent shall have reasonably requested request in order to release and terminate of record the Liens securing such Indebtedness. After giving effect provide to the TransactionsNew Thermo Loan Collateral Agent the rights contemplated hereby and (ii) deliver to the New Thermo Loan Collateral Agent all Collateral and all proceeds held by it (and, Irish Holdco and its Subsidiaries if applicable in the case of Pledged Collateral, otherwise allow the New Thermo Loan Collateral Agent to obtain control of such Pledged Collateral), together with any necessary endorsements (including, without limitation, with any reasonable costs or other expenses incurred in connection with the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to immediately preceding clauses (i) the Loan Documents, and (ii) indebtedness expressly permitted being the exclusive responsibility of the Obligors). The New Thermo Loan Collateral Agent shall agree in a writing addressed to remain outstanding Post Road to be bound by the terms of this Agreement. This Section 5.6(a) shall survive termination of this Agreement. (b) If, at any time after the Closing Date pursuant repayment the Post Road Claim, or substantially concurrently therewith, the Obligors consummate any Refinancing of any Post Road Loan Document evidencing the Post Road Claim (any such Loan Document, a “Refinancing Post Road Loan Document”), then such repayment of the Post Road Claim shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such repayment), and the obligations under such Refinancing Post Road Loan Document shall automatically be treated as a part of the Post Road Claim for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and Post Road (or the new collateral agent named in therein) under such Refinancing Post Road Loan Document shall be “Post Road” for all purposes of this Agreement. Upon receipt of a notice stating that the Obligors have entered into such Refinancing Post Road Loan Document, which notice shall include the identity of the new collateral agent (the “New Post Road Loan Collateral Agent”), Post Road shall promptly (i) enter into such documents and agreements, including amendments or supplements to this Agreement, as the Obligors or such New Post Road Collateral Agent shall reasonably request in order to provide to the Acquisition Agreement New Post Road Loan Collateral Agent the rights contemplated hereby and (as ii) deliver to the New Post Road Loan Collateral Agent all Collateral and all proceeds held by it (and, if applicable in effect on the date thereofcase of Pledged Collateral, otherwise allow the New Post Road Loan Collateral Agent to obtain control of such Pledged Collateral), together with any necessary endorsements (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness with any reasonable costs or other expenses incurred in connection with the ordinary course, immediately preceding clauses (vi) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (viiii) such other existing indebtedness identified to, and expressly permitted being the exclusive responsibility of the Obligors). The New Post Road Loan Collateral Agent shall agree in a writing addressed to remain outstanding after Thermo to be bound by the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofterms of this Agreement. This Section 5.6(b) shall survive termination of this Agreement.

Refinancing. Substantially concurrently (a) On the Initial Borrowing Date and after giving effect to the Loans incurred on the Initial Borrowing Date, the Firstlink Merger and the other transactions contemplated hereby, neither Holdings nor any of its Subsidiaries shall have any Indebtedness or preferred stock outstanding except for the Loans, and up to $2,500,000 of Capitalized Lease Obligation and the outstanding preferred stock of Holdings set forth on Schedule V. (b) The Agents and the Required Banks shall be satisfied with the Borrowing amount of 2015 Term Loans hereunderand the terms and conditions of the repayment of, and termination of all commitments and documentation relating to, all Indebtedness repaid by Holdings or its Subsidiaries, in connection with the transactions contemplated hereby (collectively, the Refinancing "Refinanced Indebtedness") and the amount of all accrued interest, premiums, fees, commissions and expenses owing in connection with the repayment of such Refinanced Indebtedness. In no event shall be consummated the aggregate amount paid pursuant to the preceding sentence exceed $13,000,000. All Liens arising in full connection with such Refinanced Indebtedness shall have been terminated (and all appropriate releases, termination statements or other instruments of assignment with respect thereto shall have been obtained), in each case to the satisfaction of the Lenders with all Liens in favor of Agents and the existing lenders being unconditionally released; Required Banks, and the Administrative Agent Banks shall have received a “pay-off” letter opinions of counsel to such effect in form and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; Agents and the Administrative Agent Required Banks. (c) The Agents shall have received from any person holding any Lien securing any such Indebtednesscopies, such UCC (or equivalent) certified as true and complete by an appropriate officer of Holdings, of all documents executed in connection with the repayment and termination statements, mortgage releases, releases of assignments the Refinanced Indebtedness and the release of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect thereunder (the "Debt Termination Documents") all of which shall be in form and substance satisfactory to the Transactions, Irish Holdco Agents and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofRequired Banks.

Refinancing. Substantially concurrently Subject to the conditions set forth below, upon the request of the Lessor, the Lessee shall cooperate with the Borrowing Lessor's efforts to arrange for one or more loans, on terms satisfactory to the Lessor, in an aggregate amount which (except as set forth below) shall not exceed, and the proceeds of 2015 Term Loans hereunderwhich shall be used to prepay, in accordance with the provisions of the Indenture, the then outstanding principal amount of the Notes (a "Refinancing"). The Owner Participant shall pay (or cause to be paid out of the proceeds of a Refinancing), on an After-Tax Basis, all reasonable expenses of the Lessor, the Lessee, the Pass Through Trustee and the Indenture Trustee associated with a Refinancing. The parties hereto agree that they will cooperate, at Owner Participant's expense, in any Refinancing shall pursuant to this Section 10.2 and enter into such additional agreements and such supplements or amendments to or consents or waivers under each of the Operative Documents as may be consummated in full reasonably requested by the Lessor to effect a Refinancing, subject to the satisfaction of the Lenders with all Liens in favor following conditions: (i) each of the existing lenders being unconditionally released; the Administrative Agent documents relating to any Refinancing shall have received a “pay-off” letter be in form and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; Lessee and the Administrative Agent shall have received from Owner Participant; provided that to the extent the terms of a Refinancing are no less favorable to Lessee than the terms of the Indenture and the Notes and do not require any person holding any Lien securing any such Indebtednessamendment to the Lease, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent terms shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, be deemed so satisfactory; (ii) indebtedness expressly permitted to remain outstanding after payment in full of the Closing Date unpaid principal amount of, and Redemption Premium, if any, and accrued and unpaid interest on the Notes and of all other amounts then due and owing with respect thereto pursuant to the Acquisition Agreement (as in effect on the date thereof), Operative Documents; (iii) the Existing Notesall necessary authorizations, approvals, consents and recordings shall have been obtained or accomplished; and (iv) the Horizon Convertible NotesLessor shall give the parties hereto at least 30 days' prior written notice of a Refinancing pursuant to this Section 10.2, (iv) working capital leaseswhich notice shall set forth to the extent practicable the proposed terms and conditions of such Refinancing, capital leases including the desired date therefor. The Lessor will promptly provide notice to such Persons of any changes in such proposed terms and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified toconditions, and expressly permitted in any event, will provide to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” such Persons final terms and conditions of such Refinancing not later than three Business Days prior to the date hereofexecution and delivery of the documents contemplated hereunder.

Refinancing. Substantially concurrently with the Borrowing of 2015 Term Loans hereunder, the Refinancing shall be consummated in full to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the The Successor Administrative Agent shall have received a “pay-off” letter in form evidence that all obligations of each of the Parent and substance reasonably satisfactory to its Subsidiaries and the Administrative Agent Target and its Subsidiaries with respect to all the Indebtedness being refinanced pursuant to the Refinancing (as defined in the Refinancing; Amended and the Administrative Agent Restated Credit Agreement) shall have received from any person holding any Lien securing any such Indebtednessbeen paid in full, such UCC (or equivalent) termination statementsand all commitments, mortgage releases, releases of assignments of leases and rents, releases of security interests and guaranties in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent connection therewith shall have reasonably requested to release been terminated and terminate of record the Liens securing such Indebtednessreleased. After giving effect to the Transactionsconsummation of the Transaction (as defined in the Amended and Restated Credit Agreement), Irish Holdco the Parent and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed moneyIndebtedness, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof)Merger Agreement, (iii) during the Existing Target Senior Notes Waiting Period (as defined in the Amended and Restated Credit Agreement), to the extent that the Existing Target Senior Notes (as defined in the Amended and Restated Credit Agreement) have not been repaid as part of the Refinancing (as defined in the Amended and Restated Credit Agreement) and the Existing Target Senior Notes Condition (as defined in the Amended and Restated Credit Agreement) shall have been satisfied, the Existing Target Senior Notes, (iv) (i) the Horizon Convertible 2018 Senior Notes, if any (iv) working capital leases, capital leases and Indebtedness incurred as defined in the ordinary courseAmended and Restated Credit Agreement) and/or (ii) the Bridge Facility, if any, (as defined in the Amended and Restated Credit Agreement), (v) intercompany debt among Irish Holdco ordinary course capital leases and its Subsidiariespurchase money indebtedness, in each case that would be permitted under the Amended and Restated Credit Agreement, (vi) from the New Horizon Unsecured Restatement Effective Date to April 6, 2018, so long as the Existing Senior Notes Condition shall have been satisfied, the Senior Notes, and (vii) such other existing indebtedness identified to, to the Arrangers (as defined in the Amended and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers Restated Credit Agreement) as “surviving debt” prior to the date hereofof the Fee Letter (as defined in the Amended and Restated Credit Agreement) and which is acceptable to the Arrangers (as defined in the Amended and Restated Credit Agreement). If the Existing Target Senior Notes (as defined in the Amended and Restated Credit Agreement) shall not have been repaid in full on or prior to the Acquisition Closing Date, the Existing Target Senior Notes Condition shall have been satisfied.

Refinancing. Substantially concurrently with (a) On the Initial Borrowing of 2015 Term Loans hereunderDate, the Refinancing total commitments in respect of the Indebtedness to be Refinanced shall have been terminated, and all loans and notes with respect thereto shall have been repaid in full, together with interest thereon, all letters of credit issued thereunder shall have been terminated and all other amounts (including premiums) owing pursuant to the Indebtedness to be consummated Refinanced shall have been repaid in full and all documents in respect of the Indebtedness to be Refinanced and all guarantees with respect thereto shall have been terminated (except as to indemnification provisions, which may survive to the satisfaction extent provided therein) and be of no further force and effect. (b) On the Initial Borrowing Date, the creditors in respect of the Lenders with Indebtedness to be Refinanced shall have terminated and released any and all security interests and Liens in favor of on the existing lenders being unconditionally released; the Administrative assets owned by ATC and its Subsidiaries. The Agent shall have received a “pay-off” letter such releases of security interests in and Liens on the assets owned by ATC and its Subsidiaries as may have been requested by the Agent, which releases shall be in form and substance reasonably satisfactory to the Administrative Agent Agent. Without limiting the foregoing, there shall have been delivered (i) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to ATC or any of its Subsidiaries in connection with the security interests created with respect to the Indebtedness to be Refinanced and the documentation related thereto, (ii) termination or reassignment of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of ATC or any of its Subsidiaries on which filings have been made, (iii) terminations of all mortgages, leasehold mortgages, deeds of trust and leasehold deeds of trust created with respect to property of ATC or any of its Subsidiaries, in each case, to secure the obligations in respect of the Indebtedness being refinanced to be Refinanced, all of which shall be in form and substance reasonably satisfactory to the Agent, and (iv) all collateral owned by ATC and its Subsidiaries in the Refinancing; and possession of any of the Administrative creditors in respect of the Indebtedness to be Refinanced or any collateral agent or trustee under any related security document shall have been returned to ATC or its respective Subsidiary, as the case may be. (c) The Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instrumentsevidence, in each case form and substance reasonably satisfactory to it, that the matters set forth in proper form for recording or filing, this Section 5.08 have been satisfied as of the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofInitial Borrowing Date.

Refinancing. Substantially concurrently (i) The total commitments in respect of the Indebtedness to be Refinanced shall have been terminated, and all loans and notes with respect thereto shall have been repaid in full, together with interest thereon, all letters of credit issued thereunder shall have been terminated and all other amounts (including premiums) owing pursuant to the Borrowing of 2015 Term Loans hereunder, the Refinancing Indebtedness to be Refinanced shall be consummated have been repaid in full and all documents in respect of the Indebtedness to be Refinanced and all guarantees with respect thereto shall have been terminated (except as to indemnification provisions, which may survive to the satisfaction extent provided therein) and be of no further force and effect. (ii) The creditors in respect of the Lenders with Indebtedness to be Refinanced shall have terminated and released any and all security interests and Liens in favor of on the existing lenders being unconditionally released; the assets owned by Borrower and its Subsidiaries. The Administrative Agent shall have received a “pay-off” letter such releases of security interests in and Liens on the assets owned by Borrower and its Subsidiaries as may have been requested by the Administrative Agent, which releases 44 shall be in form and substance reasonably satisfactory to the Administrative Agent Agent. Without limiting the foregoing, there shall have been delivered (i) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to all Borrower or any of its Subsidiaries in connection with the security interests created with respect to the Indebtedness being refinanced in the Refinancing; to be Refinanced and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtednessdocumentation related thereto, such UCC (or equivalentii) termination statementsor reassignment of any security interest in, mortgage releasesor Lien on, releases any patents, trademarks, copyrights, or similar interests of assignments Borrower or any of leases its Subsidiaries on which filings have been made, (iii) terminations of all mortgages, leasehold mortgages, deeds of trust and rents, releases leasehold deeds of security interests in Intellectual trust created with respect to Property and other instrumentsof Borrower or any of its Subsidiaries, in each case to secure the obligations in proper respect of the Indebtedness to be Refinanced, all of which shall be in form for recording and substance reasonably satisfactory to the Administrative Agent, and (iv) all collateral owned by Borrower and its Subsidiaries in the possession of any of the creditors in respect of the Indebtedness to be Refinanced or filingany collateral agent or trustee under any related security document shall have been returned to Borrower or its respective Subsidiary, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofcase may be.

Refinancing. Substantially concurrently with (a) On or prior to the Initial Borrowing of 2015 Term Loans hereunderDate, the Refinancing total commitments in respect of the Indebtedness to be Refinanced shall have been terminated, and all loans and notes with respect thereto shall have been repaid in full, together with interest thereon, all letters of credit issued thereunder shall have been terminated and all other amounts (including premiums) owing pursuant to the Indebtedness to be consummated Refinanced shall have been repaid in full and all documents in respect of the Indebtedness to be Refinanced and all guarantees with respect thereto shall have been terminated (except as to indemnification provisions which may survive to the satisfaction extent provided therein) and be of no further force and effect. (b) On or prior to the Initial Borrowing Date, the creditors in respect of the Lenders with Indebtedness to be Refinanced shall have terminated and released any and all security interests and Liens in favor of on the existing lenders being unconditionally released; assets owned by the Borrower and its Subsidiaries. The Administrative Agent shall have received such releases of security interests in and Liens on the assets owned by the Borrower and its Subsidiaries as may have been reasonably requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to the Administrative Agent. Without limiting the foregoing, there shall have been delivered (i) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a “pay-off” letter financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to the Borrower or any of its Subsidiaries in connection with the security interests created with respect to the Indebtedness to be Refinanced and the documentation related thereto, (ii) termination or reassignment of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of the Borrower or any of its Subsidiaries on which filings have been made, (iii) terminations of all mortgages, leasehold mortgages, deeds of trust and leasehold deeds of trust created with respect to property of the Borrower or any of its Subsidiaries, in each case, to secure the obligations in respect of the Indebtedness to be Refinanced, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent with respect to and (iv) all Indebtedness being refinanced collateral owned by the Borrower and its Subsidiaries in the Refinancing; and possession of any of the creditors in respect of the Indebtedness to be Refinanced or any collateral agent or trustee under any related security document shall have been returned to the Borrower or its respective Subsidiary, as the case may be. (c) The Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instrumentsevidence, in each case form and substance reasonably satisfactory to it, that the matters set forth in proper form for recording or filing, this Section 5.08 have been satisfied as of the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofEffective Date.

Refinancing. Substantially concurrently (a) On the Effective Date, the total commitments in respect of the Existing Credit Agreement, and all loans and notes with the Borrowing of 2015 Term respect thereto shall have been converted to Loans and Commitments hereunder, all letters of credit issued thereunder shall constitute Letters of Credit hereunder and all other amounts (including premiums) owing pursuant to the Refinancing Existing Credit Agreement shall be consummated have been repaid in full and all documents in respect of the Existing Credit Agreement and all guarantees with respect thereto shall remain in force and effect only as set forth herein. (b) On the Effective Date, the creditors in respect of the Existing Credit Agreement shall have assigned to the satisfaction of Administrative Agent all security interests And Liens on the Lenders with all Liens in favor of assets owned by the existing lenders being unconditionally released; the Borrower and Subsidiaries. The Administrative Agent shall have received such assignments of security interests in and Liens on the assets owned by the Borrower and its Subsidiaries as may have been requested by the Administrative Agent, which assignments shall be in form and substance reasonably satisfactory the Administrative Agent. Without limiting the foregoing, there shall have been delivered (i) proper amendments (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a “pay-off” letter financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to the Borrower or any of its Subsidiaries in connection with the security interests created with respect to the Existing Credit Agreement and the documentation related thereto, (ii) assignment to the Administrative Agent of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of the Borrower or any of its Subsidiaries on which filings have been made, (iii) assignments to the Administrative Agent of all mortgages, leasehold mortgages, deeds of trust and leasehold deeds of trust created with respect to property of the Borrower or any of its Subsidiaries, in each case, to secure the obligations in respect of the Existing Credit Agreement, all of which shall be in form and substance reasonably satisfactory to the Agent, (iv) assignments, and agreements with respect to all lockbox, warehousing, bailee and similar agreements, duly acknowledged by all counterparties thereto, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; Agent, and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and all collateral owned by the Borrower or any of its Subsidiaries, (vi) Subsidiaries in the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after possession of any of the Closing Date by, creditors in respect of the Lead Arrangers as “surviving debt” prior Existing Credit Agreement or any collateral agent or trustee under any related security document shall have been delivered to the date hereofAdministrative Agent.

Refinancing. Substantially (a) On the Initial Borrowing Date and concurrently with the incurrence of Loans and the use of such Loans to finance the Bank Refinancing on such date, all Indebtedness of Holdings and its Subsidiaries under the Existing Credit Agreement shall have been repaid in full, together with all fees and other amounts owing thereon, all commitments under the Existing Credit Agreement shall have been terminated and all letters of credit issued pursuant to the Existing Credit Agreement shall have been terminated, incorporated hereunder as Letters of Credit as contemplated by Section 2.01(e) or supported by a back-stop Letter of Credit issued hereunder. (b) On the Initial Borrowing Date and concurrently with the incurrence of 2015 Term Loans hereunderon such date, all security interests in respect of, and Liens securing, the Refinancing shall be consummated in full Indebtedness under the Existing Credit Agreement and the Existing Senior Subordinated Secured Notes Documents pursuant to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally Existing Security Documents shall have been terminated and released; , and the Administrative Agent shall have received all such releases as may have been requested by the Administrative Agent, which releases shall be in form and substance satisfactory to the Administrative Agent. Without limiting the foregoing, there shall have been delivered to the Administrative Agent (x) proper termination statements, financing change statements and applications for registration (Form UCC-3, Form PPSA-2C or the appropriate equivalent) for filing under the UCC, PPSA or equivalent statute or regulation of each jurisdiction where a “payfinancing statement or application for registration (Form UCC-1, PPSA Form 1-off” letter C or the appropriate equivalent) was filed with respect to Holdings or any of its Subsidiaries in connection with the security interests created with respect to the Existing Credit Agreement and the Existing Senior Subordinated Secured Notes Documents pursuant to the Existing Security Documents, (y) terminations or reassignments of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of Holdings or any of its Subsidiaries on which filings have been made and (z) terminations of all mortgages, leasehold mortgages, hypothecs and deeds of trust created with respect to property of Holdings or any of its Subsidiaries, in each case, to secure the obligations under the Existing Credit Agreement and the Existing Senior Subordinated Secured Notes Documents, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in Agent. (c) On the Refinancing; Initial Borrowing Date and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After after giving effect to the Transactionsconsummation of each component of the Transaction to be consummated on the Initial Borrowing Date, Irish Holdco Holdings and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no Indebtedness or Preferred Stock outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to other than (i) the Loan DocumentsLoans and the Letters of Credit, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof)CLC Preferred Stock, (iii) the Existing New Senior Subordinated Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary courseExisting Senior Notes To Be Refinanced, (v) intercompany debt among Irish Holdco Existing 2006 Floating Rate Senior Subordinated Notes in an aggregate principal amount not to exceed $7,500,000 and its Subsidiaries, (vi) certain other indebtedness existing on the New Horizon Unsecured Initial Borrowing Date as listed on Schedule IV in an aggregate outstanding principal amount not to exceed $2,500,000 (with the Indebtedness described in this sub-clause (vi) being herein called the “Scheduled Existing Indebtedness” and, together with the Existing Senior Notes To Be Refinanced and the Existing 2006 Floating Rate Senior Subordinated Notes, the “Existing Indebtedness”). On and as of the Initial Borrowing Date, all of the Existing Indebtedness and CLC Preferred Stock shall remain outstanding after giving effect to the Transaction and the other transactions contemplated hereby (viiother than the Existing Senior Notes Refinancing) without any default or event of default existing thereunder or arising as a result of the Transaction and the other transactions contemplated hereby (other than the Existing Senior Notes Refinancing) (except to the extent amended or waived by the parties thereto on terms and conditions satisfactory to the Agents and the Required Lenders), and there shall not be any amendments or modifications to the Existing Senior Notes Documents or any other Existing Indebtedness Agreements other than as requested or approved by the Agents and the Required Lenders. (d) On the Initial Borrowing Date, (i) the Borrower shall have delivered a notice to the trustee under the Existing Senior Subordinated Secured Notes Indenture, requesting that such other existing indebtedness identified trustee mail (or cause to be mailed) the Borrower Irrevocable Notice of Redemption pursuant to, and expressly permitted to remain outstanding after in accordance with the Closing Date byrequirements of, the Lead Arrangers as Existing Senior Subordinated Secured Notes Documents and specifying a redemption date for the Existing Senior Subordinated Secured Notes consistent with the requirements of the definition of “surviving debtRedemption Date” prior and (ii) Holdings shall have delivered a notice to the trustee under each of the Existing 2006 Senior Subordinated Notes Indenture and the Existing Junior PIK Notes Indenture requesting that the respective trustee mail (or cause to be mailed) the relevant Holdings Irrevocable Notice of Redemption pursuant to, and in accordance with the requirements of, the Existing 2006 Senior Subordinated Notes Documents or the Existing Junior PIK Notes Documents, as the case may be, and specifying a redemption date hereoffor the Existing 2006 10% Senior Subordinated Notes and the Existing Junior PIK Notes consistent with the requirements of the definition of “Redemption Date”. (e) The Administrative Agent shall have received evidence in form, scope and substance reasonably satisfactory to the Agents and the Required Lenders that the matters set forth in this Section 5.09 have been satisfied on the Initial Borrowing Date.

Refinancing. Substantially concurrently To the extent that the condition set forth in Section 5.08(a)(i) was not satisfied in accordance with its terms on the Borrowing Restatement Effective Date, on the Intermediate Holdco Prepayment Date, Intermediate Holdco and Corporate Holdco shall, or shall cause the Intermediate Holdco Paying Agent (for and on behalf of 2015 Term Loans hereunderIntermediate Holdco and Corporate Holdco) to, the Refinancing shall be consummated in full to the satisfaction prepay all of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form outstanding Intermediate Holdco Indebtedness (other than indemnities not then due and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalentpayable) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target call or other premiums payable in connection therewith and its Subsidiariesall accrued and unpaid interest thereon up to and including the Intermediate Holdco Prepayment Date) shall have no outstanding preferred equity in accordance with, and pursuant to, the terms of the Intermediate Holdco Credit Agreement and the other Intermediate Holdco Credit Documents (unless owned by a direct parent thereof which is a Loan Partythe “Intermediate Holdco Prepayment Consummation”). In connection therewith and the satisfaction of Section 5.08(a)(i), on the Restatement Effective Date (with respect to the satisfaction of Section 5.08(a)(i)) or Indebtedness for borrowed moneythe Intermediate Holdco Prepayment Date (in connection with the Intermediate Holdco Prepayment Consummation) and at any time, except for Indebtedness incurred pursuant respectively, thereafter (at the request of the Administrative Agent or the Intermediate Holdco Paying Agent, as the case may be, from time to time), the Credit Parties shall take (and use commercially reasonable efforts to cause the respective lenders to take) such actions (including, without limitation, executing or obtaining appropriate lien releases and other documents) as the Administrative Agent or the Intermediate Holdco Paying Agent, as the case may be, may deem reasonably necessary or desirable to (ix) the Loan Documentsrelease any Lien granted to or held by any Person under, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date and pursuant to the Acquisition Agreement (as in effect on terms of, the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Intermediate Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes Credit Documents and (viiy) such other existing indebtedness identified toterminate and satisfy in full all of the liabilities and obligations at any time arising under or in respect of the Intermediate Holdco Credit Documents (including, and expressly permitted to remain outstanding after the Closing Date bywithout limitation, the Lead Arrangers as “surviving debt” prior to the date hereofIntermediate Holdco Indebtedness).

Refinancing. Substantially (a) On the Third Restatement Effective Date and ----------- concurrently with the Borrowing incurrence of 2015 Tranche D Term Loans hereunderon such date, (i) approximately $62,043,571 of Indebtedness of SMT and its Subsidiaries under the Existing SMT Credit Agreement shall have been repaid in full, together with all fees and other amounts owing thereunder (the "SMT Refinanced Indebtedness"), (ii) all commitments under the Existing SMT Credit Agreement shall have been terminated and (iii) all outstanding letters of credit under the Existing SMT Credit Agreement shall have been terminated or incorporated as Letters of Credit hereunder as contemplated by Section 2.01(e). (b) On the Third Restatement Effective Date and concurrently with the incurrence of Loans on such date, all security interests in respect of, and Liens securing, the Refinancing shall be consummated in full to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent SMT Refinanced Indebtedness shall have received a “pay-off” letter in form been terminated and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; released, and the Administrative Agent shall have received from any person holding any Lien securing any all such Indebtednessreleases as may have been requested by the Administrative Agent, such UCC which releases shall be in form and substance satisfactory to the Agents and the Required Banks. Without limiting the foregoing, there shall have been delivered to the Administrative Agent (x) proper termination statements (Form UCC-3 or the appropriate equivalent) termination statements, mortgage releases, releases for filing under the UCC of assignments of leases each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to SMT and rents, releases of its Subsidiaries in connection with the security interests in Intellectual Property created with respect to the SMT Refinanced Indebtedness and other instrumentsthe documentation related thereto, (y) terminations or reassignments of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of SMT and its Subsidiaries on which filings have been made and (z) terminations of all mortgages, leasehold mortgages and deeds of trust created with respect to property of SMT and its Subsidiaries, in each case case, to secure the obligations under the SMT Refinanced Indebtedness, all of which shall be in proper form for recording or filing, as and substance satisfactory to the Administrative Agent shall have reasonably requested to release Agents and terminate of record the Liens securing such Indebtedness. After Required Banks. (c) On the Third Restatement Effective Date and after giving effect to the TransactionsTransaction and the incurrence of Loans on the Third Restatement Effective Date, Irish Holdco the Borrower and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no Indebtedness or Preferred Stock outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to other than (i) the Loan DocumentsLoans, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof)Senior Subordinated Notes, (iii) the Existing Notes, PIK Preferred Stock and (iv) certain other indebtedness existing on the Horizon Convertible Third Restatement Effective Date as listed on Schedule IV in an aggregate outstanding principal amount not to exceed $40,000,000 (with the Indebtedness at any time listed on Schedule IV being herein called the "Scheduled Existing Indebtedness" and the Scheduled Existing Indebtedness, together with the Senior Subordinated Notes, (iv) working capital leasesbeing herein called the "Existing Indebtedness"). On and as of the Third Restatement Effective Date, capital leases and all of the Existing Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to shall remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior giving effect to the Transaction and the incurrence of Loans on such date hereofwithout any default or event of default existing thereunder or arising as a result thereof (except to the extent (x) amended or waived by the parties thereto on terms and conditions satisfactory to the Agents and the Required Banks or (y) the aggregate principal amount of the Scheduled Existing Indebtedness subject or giving rise to a default or event of default does not exceed $3,000,000), and there shall not be any amendments or modifications to the Existing Indebtedness Agreements other than as requested or approved by the Agents or the Required Banks. (d) The Administrative Agent shall have received evidence in form, scope and substance satisfactory to the Agents and the Required Banks that the matters set forth in this Section 5.10 have been satisfied on the Third Restatement Effective Date.

Refinancing. Substantially concurrently with (a) On or prior to the Initial Borrowing of 2015 Term Loans hereunderDate, the Refinancing total commitments pursuant to the Existing Credit Agreement shall be consummated have been terminated, and all loans and notes with respect thereto shall have been repaid in full (together with interest thereon), all letters of credit issued thereunder shall have been terminated or deemed issued under this Agreement pursuant to Section 2.01(d) and all other amounts owing pursuant to the satisfaction Existing Credit Agreement shall have been repaid in full (the “Refinancing”). The creditors in respect of the Lenders with Existing Credit Agreement shall have terminated and released all security interests in and Liens on the assets of Borrower and its Subsidiaries created pursuant to the security documentation relating to the Existing Credit Agreement, and such creditors shall have returned all assets (if any) in favor of their possession pursuant to the existing lenders being unconditionally released; security documentation relating to the Existing Credit Agreement to the Borrower, and the Administrative Agent shall have received a “pay-off” letter evidence, in form and substance reasonably satisfactory to the Administrative Agent with respect Agent, that the matters set forth in this Section 5.13 have been satisfied as of the Initial Borrowing Date. (b) On or prior to all Indebtedness being refinanced in the Refinancing; Initial Borrowing Date, the Borrower and the Administrative Agent its Subsidiaries shall have received from any person holding any Lien securing any such Indebtednessno outstanding Indebtedness except for (i) the Loans, such UCC (or equivalentii) termination statements, mortgage releases, releases the Senior Notes and (iii) certain other Indebtedness of assignments of leases the Borrower and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. its Subsidiaries listed on Schedule V. (c) After giving effect to the Transactions, Irish Holdco Refinancing and its Subsidiaries (including, without limitationthis Agreement, the Target financings incurred in connection herewith and the other transactions contemplated hereby, there shall be no conflict with, or default under, any material agreement of the Borrower or any of its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereof.

Refinancing. Substantially (a) On the Initial Borrowing Date (after having ----------- given effect to the Recapitalization) and concurrently with the incurrence of Loans on such date, approximately $75,200,000 of Indebtedness of the Borrower consisting of existing Capitalized Lease Obligations, purchase money indebtedness and all outstanding Indebtedness under the Existing Alliance Credit Agreement shall have been repaid in full, together with all fees and other amounts owing thereon (the "Refinanced Indebtedness") and the total commitments under the Existing Alliance Credit Agreement shall have been terminated. (b) On the Initial Borrowing Date and concurrently with the incurrence of 2015 Term Loans hereunderon such date, all security interests in respect of, and Liens securing, the Refinancing Refinanced Indebtedness shall be consummated in full to have been terminated and released, and the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received all such releases as may have been requested by the Agent, which releases shall be in form -41- and substance satisfactory to the Agent and the Required Banks. Without limiting the foregoing, there shall have been delivered to the Agent (w) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a “pay-off” letter financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to the Borrower or any of its Subsidiaries in connection with the security interests created with respect to the Refinanced Indebtedness and the documentation related thereto, (x) terminations or reassignments of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of the Borrower or any of its Subsidiaries on which filings have been made, (y) terminations of all mortgages, leasehold mortgages and deeds of trust created with respect to property of the Borrower or any of its Subsidiaries, in each case, to secure the obligations under the Refinanced Indebtedness, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent with respect to and the Required Banks, and (z) all Indebtedness being refinanced collateral owned by the Borrower or any of its Subsidiaries in the Refinancing; possession of any agent, collateral agent or trustee for the creditors under the Existing Alliance Credit Agreement or any related security document. (c) On the Initial Borrowing Date and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After after giving effect to the TransactionsTransaction, Irish Holdco the Borrower and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no Indebtedness or Preferred Stock outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to other than (i) the Loan DocumentsLoans, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof)Senior Subordinated Notes, (iii) the Existing Notes, PIK Preferred Stock and (iv) certain other indebtedness existing on the Horizon Convertible Notes, Initial Borrowing Date as listed on Schedule IV in an aggregate outstanding principal amount not to exceed $15,000,000 (with the Indebtedness described in this subclause (iv) working capital leasesbeing herein called "Existing Indebtedness"). On and as of the Initial Borrowing Date, capital leases and all of the Existing Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to shall remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior giving effect to the date hereofTransaction and the other transactions contemplated hereby without any default or event of default existing thereunder or arising as a result of the Transaction and the other transactions contemplated hereby (except to the extent amended or waived by the parties thereto on terms and conditions satisfactory to the Agent and the Required Banks), and there shall not be any amendments or modifications to the Existing Indebtedness Agreements other than as requested or approved by the Agent or the Required Banks. (d) The Agent shall have received evidence in form, scope and substance satisfactory to the Agent and the Required Banks that the matters set forth in this Section 5.09 have been satisfied on the Initial Borrowing Date.

Refinancing. Substantially (a) On the Initial Borrowing Date and concurrently with the incurrence of Loans on such date, approximately $91,300,000 of Indebtedness of the Borrower under the Existing Credit Agreement shall have been repaid in full, together with all fees and other amounts owing thereon, all commitments under the Existing Credit Agreement shall have been terminated and all letters of credit issued pursuant to the Existing Credit Agreement shall have been terminated, incorporated hereunder as Letters of Credit as contemplated by Section 2.01(e) or supported by a back-stop Letter of Credit issued hereunder. (b) On the Initial Borrowing Date and concurrently with the incurrence of 2015 Term Loans hereunderon such date, all security interests in respect of, and Liens securing, the Refinancing shall be consummated in full to Indebtedness under the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent Existing Credit Agreement shall have received a “pay-off” letter in form been terminated and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; released, and the Administrative Agent shall have received from any person holding any Lien securing any all such Indebtednessreleases as may have been requested by the Administrative Agent, such UCC which releases shall be in form and substance satisfactory to the Agents and the Required Lenders. Without limiting the foregoing, there shall have been delivered to the Administrative Agent (x) proper termination statements (Form UCC-3 or the appropriate equivalent) termination statements, mortgage releases, releases for filing under the UCC of assignments each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to the Borrower or any of leases and rents, releases of its Subsidiaries in connection with the security interests in Intellectual Property created with respect to the Existing Credit Agreement and other instrumentsthe documentation related thereto, (y) terminations or reassignments of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of the Borrower or any of its Subsidiaries on which filings have been made and (z) terminations of all mortgages, leasehold mortgages and deeds of trust created with respect to property of the Borrower or any of its Subsidiaries, in each case case, to secure the obligations under the Existing Credit Agreement, all of which shall be in proper form for recording and substance satisfactory to the Agents and the Required Lenders. (c) On the Initial Borrowing Date and after giving effect to each component of the Transaction to be consummated on the Initial Borrowing Date, the Borrower and its Subsidiaries shall have no Indebtedness or filingPreferred Stock outstanding other than (i) the Loans, (ii) the Senior Subordinated Notes and (iii) certain other indebtedness existing on the Initial Borrowing Date as listed on Schedule IV in an aggregate outstanding principal amount not to exceed $100,000 (with the Indebtedness described in this sub-clause (iii) being herein called the "Scheduled Existing Indebtedness" and, together with the Senior Subordinated Notes, the "Existing Indebtedness"). On and as of the Initial Borrowing Date, all of the Existing Indebtedness shall remain outstanding after giving effect to the Transaction and the other transactions contemplated hereby (other than the Senior Subordinated Notes Refinancing) without any default or event of default existing thereunder or arising as a result of the Transaction and the other transactions contemplated hereby (other than the Senior Subordinated Notes Refinancing) (except to the extent amended or waived by the parties thereto on terms and conditions satisfactory to the Agents and the Required Lenders), and there shall not be any amendments or modifications to the Senior Subordinated Note Documents or any other Existing Indebtedness Agreements other than as requested or approved by the Agents or the Required Lenders. (d) The Administrative Agent shall have received evidence in form, scope and substance reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect satisfactory to the Transactions, Irish Holdco Agents and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall Required Lenders that the matters set forth in this Section 5.08 have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect been satisfied on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofInitial Borrowing Date.

Refinancing. Substantially concurrently To the extent that the condition set forth in Section 5.08(a)(i) was not satisfied in accordance with its terms on the Borrowing Restatement Effective Date, on the Intermediate Holdco Prepayment Date, Intermediate Holdco and Corporate Holdco shall, or shall cause the Intermediate Holdco Paying Agent (for and on behalf of 2015 Term Loans hereunderIntermediate Holdco and Corporate Holdco) to, the Refinancing shall be consummated in full to the satisfaction prepay all of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form outstanding Intermediate Holdco Indebtedness (other than indemnities not then due and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalentpayable) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target call or other premiums payable in connection therewith and its Subsidiariesall accrued and unpaid interest thereon up to and including the Intermediate Holdco Prepayment Date) shall have no outstanding preferred equity in accordance with, and pursuant to, the terms of the Intermediate Holdco Credit Agreement and the other Intermediate Holdco Credit Documents (unless owned by a direct parent thereof which is a Loan Partythe "Intermediate Holdco Prepayment Consummation"). In connection therewith and the satisfaction of Section 5.08(a)(i), on the Restatement Effective Date (with respect to the satisfaction of Section 5.08(a)(i)) or Indebtedness for borrowed moneythe Intermediate Holdco Prepayment Date (in connection with the Intermediate Holdco Prepayment Consummation) and at any time, except for Indebtedness incurred pursuant respectively, thereafter (at the request of the Administrative Agent or the Intermediate Holdco Paying Agent, as the case may be, from time to time), the Credit Parties shall take (and use commercially reasonable efforts to cause the respective lenders to take) such actions (including, without limitation, executing or obtaining appropriate lien releases and other documents) as the Administrative Agent or the Intermediate Holdco Paying Agent, as the case may be, may deem reasonably necessary or desirable to (ix) the Loan Documentsrelease any Lien granted to or held by any Person under, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date and pursuant to the Acquisition Agreement (as in effect on terms of, the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Intermediate Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes Credit Documents and (viiy) such other existing indebtedness identified toterminate and satisfy in full all of the liabilities and obligations at any time arising under or in respect of the Intermediate Holdco Credit Documents (including, and expressly permitted to remain outstanding after the Closing Date bywithout limitation, the Lead Arrangers as “surviving debt” prior to the date hereofIntermediate Holdco Indebtedness).

Refinancing. Substantially concurrently with (a) On the Borrowing of 2015 Term Loans hereunderThird Restatement Effective Date, the Refinancing commitments (if any) under the Indebtedness to be Refinanced shall have been terminated, all loans outstanding thereunder shall have been repaid in full, together with all accrued and unpaid interest thereon, all accrued and unpaid fees thereon shall have been paid in full, all letters of credit issued thereunder shall have been terminated (except to the extent (x) incorporated (or deemed issued) as letters of credit under the L/C Reimbursement Agreements and supported by Existing Letter of Credit Back-Stop Arrangements or (y) cash collateralized pursuant to the Existing Letter of Credit Cash Collateral Arrangements, in each case on the basis set forth in clause (c) below) and all other amounts owing pursuant to the Indebtedness to be consummated Refinanced shall have been repaid in full full. (b) On the Third Restatement Effective Date, all security interests in respect of, and Liens securing, obligations under the Indebtedness to be Refinanced shall have been terminated and released to the satisfaction of the Lenders with all Liens in favor of Agents and the existing lenders being unconditionally released; Required Banks, and the Administrative Agent shall have received a “pay-off” letter all such releases as may have been requested by the Agents and the Required Banks, which releases shall be in form and substance reasonably satisfactory to the Administrative Agent Agents and the Required Lenders. Without limiting the foregoing, there shall have been delivered (i) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a financing statement Form UCC-1 or equivalent was filed with respect to all the Parent or any of its Subsidiaries in connection with the security interests created pursuant to the Indebtedness being refinanced in the Refinancing; to be Refinanced and the documentation related thereto, (ii) termination or reassignment of any security interest in, or Lien on, any patents, trademarks, copyrights or similar interests of the Parent or any of its Subsidiaries on which filings have been made to secure obligations under the Indebtedness to be Refinanced and (iii) terminations of all mortgages, leasehold mortgages and deeds of trusts created with respect to property of the Parent or any of its Subsidiaries to secure the obligations under the Indebtedness to be Refinanced, all of which shall be in form and substance reasonably satisfactory to the Agents and the Required Banks. (i) On the Third Restatement Effective Date, Paribas and Vantas shall have entered into a letter of credit reimbursement agreement in form and substance satisfactory to Paribas (as amended, modified or supplemented from time to time, the "Paribas L/C Reimbursement Agreement"), pursuant to which all Existing Letters of Credit issued by Paribas as Issuing Bank under, and as defined in, the Second Amended and Restated Credit Agreement shall have been incorporated (or deemed issued) as "Letters of Credit" under, and for all purposes of, the Paribas L/C Reimbursement Agreement. (ii) On the Third Restatement Effective Date, Bank Austria and Vantas shall have entered into a letter of credit reimbursement agreement in form and substance satisfactory to Bank Austria (as amended, modified or supplemented from time to time, the "Bank Austria L/C Reimbursement Agreement"), pursuant to which all Existing Letters of Credit issued by Bank Austria as Issuing Bank under, and as defined in, the Second Amended and Restated Credit Agreement shall have been incorporated (or deemed issued) as "Letters of Credit" under, and for all purposes of, the Bank Austria L/C Reimbursement Agreement. (iii) On the Third Restatement Effective Date, Morgxx Xxxranty and HQ shall have entered into a letter of credit reimbursement agreement in form and substance satisfactory to Morgxx Xxxranty (as amended, modified or supplemented from time to time, the "Morgxx Xxxranty L/C Reimbursement Agreement" and, together with the Paribas L/C Reimbursement Agreement and the Bank Austria L/C Reimbursement Agreement, collectively, the "L/C Reimbursement Agreements"), pursuant to which all Existing Letters of Credit issued by Morgxx Xxxranty as issuing bank under the Existing HQ Credit Agreement shall have been incorporated (or deemed issued) as "Letters of Credit" under, and for all purposes of, the Morgxx Xxxranty L/C Reimbursement Agreement. (iv) On the Third Restatement Effective Date, FrontLine and Bankers Trust Company shall have entered into a line of credit agreement (as amended, modified or supplemented from time to time, the "Back-Stop Letter of Credit Agreement"), pursuant to which Bankers Trust Company shall have issued one or more letters of credit for the account of FrontLine in favor of Morgxx Xxxranty, Paribas and Bank Austria as beneficiaries thereunder, and the Back-Stop Letter of Credit Agreement shall be in full force and effect. (v) On or prior to the Third Restatement Effective Date, First Union and HQ shall have entered into a cash collateral agreement in form and substance satisfactory to First Union (as amended, modified or supplemented from time to time, the "First Union L/C Cash Collateral Agreement"), pursuant to which all Existing Letters of Credit issued by First Union as Fronting Bank under, and as defined in, the Existing HQ Credit Agreement shall have been cash collateralized on a basis satisfactory to First Union and the Required Banks (the "Existing Letter of Credit Cash Collateral Arrangements"). (d) The Administrative Agent shall have received from any person holding any Lien securing any such Indebtednessevidence in form, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases scope and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have substance reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect satisfactory to the Transactions, Irish Holdco Agents and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall Required Banks that the matters set forth in this Section 4.17 have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect been satisfied on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofThird Restatement Effective Date.

Refinancing. Substantially (a) On the Initial Borrowing Date and concurrently with the Credit Events then occurring, (i) the total commitments under the Existing Credit Agreement shall have been terminated, all loans thereunder shall have been repaid in full, together with interest thereon, and all letters of credit issued thereunder shall have been terminated (except to the extent incorporated hereunder as Letters of Credit pursuant to Section 2.01(d)) and (ii) all other amounts owing pursuant to the Existing Credit Agreement shall have been repaid in full. (b) On the Initial Borrowing of 2015 Term Loans hereunderDate and concurrently with the Credit Events then occurring, the Refinancing creditors under the Existing Credit Agreement shall be consummated in full to have terminated and released all security interests and Liens on the satisfaction capital stock of the Lenders Borrower or any of its Subsidiaries, or any other assets owned by the Borrower or any of its Subsidiaries granted in connection with all Liens in favor of the existing lenders being unconditionally released; the Existing Credit Agreement. The Administrative Agent shall have received such releases of security interests in and Liens on the assets owned by the Borrower and its Subsidiaries, as may have been requested reasonably by the Agents (including, without limitation, proper termination statements (Form UCC-3 or the appropri- ate equivalent) for filing under the UCC of each jurisdiction where a “pay-off” letter financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to the Borrower or any of its Subsidiaries in connection with the security interests created with respect to the Existing Credit Agreement and the documentation related thereto), and such releases shall be in form and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofAgents.

Refinancing. Substantially concurrently (a) On the Initial Borrowing Date and after ----------- giving effect to the Loans incurred on the Initial Borrowing Date, the Acquisitions and the other transactions contemplated hereby, neither Holdings nor any of its Subsidiaries shall have any Indebtedness or preferred stock outstanding except for the Loans, the Existing Indebtedness, which Existing Indebtedness shall not exceed $26,565,002 and the Holdings Preferred Stock set forth on Schedule VII. All of the Existing Indebtedness shall remain outstanding after the transactions contemplated hereby without any defaults or events of default existing thereunder or arising as a result of the transactions contemplated hereby. None of the Existing Indebtedness shall have been incurred in anticipation of the transactions contemplated hereby, except to finance the Acquisitions. (b) The Agent and the Required Banks shall be reasonably satisfied with the Borrowing amount of 2015 Term Loans hereunderand the terms and conditions of the repayment of, and termination of all commitments and documentation relating to, all Indebtedness repaid by Holdings or its Subsidiaries, in connection with the transactions contemplated hereby (collectively, the Refinancing "Refinanced Indebtedness") and the amount of all accrued interest, premiums, fees, commissions and expenses owing in connection with the repayment of such Refinanced Indebtedness. In no event shall be consummated the aggregate amount paid pursuant to the preceding sentence exceed $29,565,002. All Liens arising in full connection with such Refinanced Indebtedness shall have been terminated (and all appropriate releases, termination statements or other instruments of assignment with respect thereto shall have been obtained and filed promptly), in each case to the satisfaction of the Lenders with all Liens in favor of Agent and the existing lenders being unconditionally released; the Administrative Required Banks. (c) The Agent shall have received a “pay-off” letter copies, certified as true and complete by an appropriate officer of Holdings, of all documents executed in connection with the repayment and termination of the Refinanced Indebtedness and the release of the Liens thereunder (the "Debt Termination Documents") all of which shall be in form and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofRequired Banks.

Refinancing. Substantially concurrently (a) The Lead Borrower and its Subsidiaries shall have repaid in full all Indebtedness outstanding under the Existing Credit Agreement, together with all accrued but unpaid interest, fees and other amounts owing thereunder (other than contingent indemnification obligations not yet due and payable) and all commitments to lend or make other extensions of credit thereunder shall have been terminated.. (b) The Lead Borrower and its Subsidiaries shall have repaid in full all Indebtedness outstanding under the Borrowing Second Lien Credit Agreement, together with all accrued but unpaid interest, fees and other amounts owing thereunder (other than contingent indemnification obligations not yet due and payable) and (i) all commitments to lend or make other extensions of 2015 Term Loans hereundercredit thereunder shall have been terminated and (ii) all security interests in respect of, and Liens securing, the Refinancing shall be consummated in full Indebtedness and other obligations thereunder created pursuant to the satisfaction of security documentation relating thereto shall have been terminated and released (or arrangements therefor reasonably satisfactory to the Lenders with all Liens in favor of the existing lenders being unconditionally released; Administrative Agent shall have been made), and the Administrative Agent shall have received a “pay-off” letter all such releases as may have been reasonably requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to Administrative Agent, including, without limiting the Administrative Agent foregoing, (a) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC or equivalent statute or regulation of each jurisdiction where a financing statement or application for registration (Form UCC-1 or the appropriate equivalent) was filed with respect to Holdings or any of its Subsidiaries in connection with the security interests created with respect to the Existing Credit Agreement and (b) terminations or reassignments of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of Holdings or any of its Subsidiaries. The Borrowers or the relevant parent company thereof shall have satisfied and discharged all Indebtedness being refinanced in contemplated under the Refinancing; and the Administrative Agent shall have received from any person holding any definition of “Second Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofCredit Agreement”.

Refinancing. Substantially concurrently with On the Borrowing of 2015 Term Loans hereunderClosing Date, (i) all loans under the Refinancing Existing Facility ("Existing Loans") made by any lender under the Existing Facility (each a "Prior Lender") who is not a Lender hereunder shall be consummated repaid in full to and the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form commitments and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced other obligations and (except as expressly set forth in the Refinancing; Existing Facility) rights of such Prior Lender shall be terminated, (ii) all outstanding Existing Loans shall be deemed Loans hereunder and the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the Commitments of the Lenders hereunder, (iii) all outstanding letters of credit issued pursuant to the Existing Facility shall be deemed Letters of Credit hereunder and each Lender agrees to purchase a participation therein pursuant to Section 3.4 in accordance with its Revolving Credit Commitment Percentage, (iv) there shall have received from been paid in cash in full all accrued but unpaid interest due on the Existing Loans to but excluding the Closing Date, (v) there shall have been paid in cash in full all accrued but unpaid fees under the Existing Facility due to but excluding the Closing Date and all other amounts, costs and expenses then owing to any person holding of the Prior Lenders and/or any Lien securing any such IndebtednessAgent, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instrumentsas agent under the Existing Facility, in each case in proper form for recording to the satisfaction of such Agent or filingPrior Lender, as the Administrative Agent shall have reasonably requested to release case may be, regardless of whether or not such amounts would otherwise be due and terminate of record the Liens securing payable at such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date time pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) terms of the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases Facility and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) all outstanding promissory notes issued by the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior Borrowers to the date hereofPrior Lenders under the Existing Facility shall be deemed canceled and the originally executed copies thereof shall be promptly returned to the Administrative Agent who shall forward such notes to the Borrowers.

Refinancing. Substantially concurrently (a) On the Initial Borrowing Date, the total commitments in respect of the Indebtedness to be Refinanced shall have been terminated, and all loans with respect thereto shall have been repaid in full with the Borrowing proceeds of 2015 Term Loans the initial Loan hereunder, together with interest thereon, all letters of credit and bank guaranties issued thereunder shall have been terminated and all other amounts owing pursuant to the Refinancing Indebtedness to be Refinanced shall be consummated have been repaid in full with the proceeds of the initial Loan hereunder and all documents in respect of the Indebtedness to be Refinanced and all guarantees with respect thereto shall have been terminated (except as to indemnification provisions contained therein which by their express terms are intended to survive such termination and as are reasonably satisfactory to the satisfaction Lender) and be of no further force and effect. (b) On the Initial Borrowing Date, the creditors in respect of the Lenders with Indebtedness to be Refinanced shall have terminated and released all security interests and Liens in favor of on the existing lenders being unconditionally released; assets owned by Parent, the Administrative Agent Borrower and their respective Subsidiaries. The Lender shall have received a “pay-off” letter such releases of security interests in form and Liens on the assets owned by Parent, the Borrower and their respective Subsidiaries as may have been requested by the Lender, which releases shall be in form, scope and substance reasonably satisfactory to the Administrative Agent Lender. Without limiting the foregoing, there shall have been delivered (i) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to all Parent, the Borrower or any of their respective Subsidiaries in connection with the security interests created with respect to the Indebtedness being refinanced in the Refinancing; to be Refinanced and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documentsdocumentation related thereto, (ii) indebtedness expressly permitted to remain outstanding after termination or reassignment of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of Parent, the Closing Date pursuant to the Acquisition Agreement (as in effect Borrower or any of their respective Subsidiaries on the date thereof)which filings have been made, (iii) terminations of all mortgages, leasehold mortgages, deeds of trust and leasehold deeds of trust created with respect to property of Parent, the Existing NotesBorrower or any of their respective Subsidiaries, in each case, to secure the obligations in respect of the Indebtedness to be Refinanced, all of which such terminations shall be in form, scope and substance reasonably satisfactory to the Lender and (iv) all collateral owned by Parent, the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred Borrower or any of their respective Subsidiaries in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) possession of any of the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted creditors in respect of the Indebtedness to remain outstanding after the Closing Date bybe Refinanced or any collateral agent or trustee under any related security document shall have been returned to Parent, the Lead Arrangers as “surviving debt” Borrowers or such Subsidiary. (c) The Refinancing shall have been consummated in all material respects in accordance with all applicable laws. On or prior to the date hereofInitial Borrowing Date, the Lender shall have received true and correct copies of all Refinancing Documents, certified as such by an appropriate officer of Parent. (d) The Lender shall have received evidence in form, scope and substance reasonably satisfactory to the Lender that the matters set forth in this Section 5.06 have been satisfied on the Initial Borrowing Date.

Refinancing. Substantially concurrently (i) The Securitization Notes shall have been repaid or satisfied and discharged and the Administrative Agent and the Arrangers shall have received evidence thereof satisfactory to them; (ii) with the Borrowing of 2015 Term Loans hereunderrespect to Indebtedness listed on SCHEDULE 3.1(D)(II), the Refinancing Administrative Agent and the Arrangers shall have received payoff letters (or evidence of repayment) duly executed and delivered by the appropriate Loan Parties and counterparties confirming that the relevant Indebtedness has been repaid or will be consummated in full repaid prior to the satisfaction end of the Lenders Refinancing Grace Period; (iii) with respect to Indebtedness listed on SCHEDULE 3.1(D)(III), the Administrative Agent and the Arrangers shall have received payoff letters (or evidence of repayment) duly executed and delivered by the appropriate Loan Parties and counterparties confirming that the relevant Indebtedness has been repaid or will be repaid on or prior to the Second Closing Date; (iv) all Liens in favor Indebtedness of any Loan Party owed to or held by Sponsor or its Affiliates shall have been repaid or cancelled and the Administrative Agent and the Arrangers shall have received evidence thereof satisfactory to them; and (v) the Administrative Agent and the Arrangers shall have received payoff letters duly executed and delivered by the appropriate Loan Parties and counterparties confirming that all Indebtedness of the existing lenders being unconditionally released; Acquired Businesses owed to Orix Financial Services, Inc. and Irwin Franchise Capital Corporation has been repaid or will be repaid xxxxr to the end of the Refinancing Grace Period or shall receive satisfactory evidence that such Indebtedness has been repaid or will be repaid on the Second Closing Date. With respect to any Indebtedness to be repaid pursuant to SECTION 7.18 prior to the end of the Refinancing Grace Period that pursuant to its terms could not be so repaid unless revocable notice of repayment is given on or prior to the Initial Closing Date, the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any evidence that such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofnotice has been delivered.

Refinancing. Substantially concurrently (a) Lessee has heretofore delivered to the Agent true, correct and complete copies of (either executed or final forms prepared for execution, as appropriate) of each of the 2002 Securities Purchase Agreement, the Nortel Settlement Agreement, the Lucent Settlement Agreement, the Agreement Resolving All Outstanding Savvis-BIS Issues, the Letter Amendment to Global Purchase Agreement between Nortel and Lessee dated on or about the Closing Date, and the Warrant Agreement between the Lessee and Nortel, together with all other agreements, instruments and documents executed and delivered in connection therewith, all exhibits, annexes and schedules thereto, and all amendments, modifications and supplements thereto (collectively, together with the Borrowing of 2015 Term Loans hereunder2002 Securities Purchase Agreement, the "Refinancing shall Documents"). Concurrently with the Closing Date, the transactions contemplated by the Refinancing Documents to be consummated on the Closing Date have been consummated pursuant to and in full accordance with the terms of the Refinancing Documents. (b) The Refinancing Documents set forth the entire agreement among the parties thereto with respect to the satisfaction subject matter thereof. No party to the Refinancing Documents has waived the fulfillment of any condition precedent set forth therein to the consummation of the Lenders transactions contemplated therein, no party has failed to perform any of its obligations thereunder or under any instrument or document executed and delivered in connection therewith, and nothing has come to the attention of Lessee or any other Credit Party that would cause it to believe that any of the representations or warranties contained in the Refinancing Documents were false or misleading when made or when reaffirmed (to the extent so made or reaffirmed) on the Closing Date. (c) Each applicable Savvis Party has the corporate power and authority to execute, deliver and perform its obligations under each of the Refinancing Documents. Each of the execution and delivery by Lessee of each of the Refinancing Documents and the performance of its obligations hereunder and thereunder will be duly authorized prior to the Closing Date by all requisite corporate and stockholder action and will not violate any provision of applicable law, any order of any court or other agency of government, the Certificate of Incorporation or Bylaws of Lessee, or any provision of any indenture, agreement or other instrument to which the Lessee or any Credit Party or their properties or assets is bound, or conflict with, result in a breach of or constitute (with all Liens due notice or lapse of time or both) a default, or result in the creation or imposition of any liens, claims, charges, restrictions, rights of others, security interests, prior assignments or other encumbrances in favor of any third Person upon any of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; and the Administrative Agent shall have received from assets of Lessee or any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Credit Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereof.

Refinancing. Substantially concurrently with (a) On the Borrowing of 2015 Term Effective Date, and after giving effect to the Loans hereunderincurred on the Effective Date, the Refinancing Refinancing, the Recapitalization and the other transactions contemplated by the Documents, neither the Borrower nor any of its Subsidiaries shall have any Indebtedness or preferred stock outstanding except for such Loans and the Existing Indebtedness. All of the Existing Indebtedness shall remain outstanding after the transactions contemplated by this Agreement and the other Documents without any defaults or events of default existing thereunder or arising as a result of the transactions contemplated by this Agreement and the other Documents. The amount, terms and conditions, and the documentation for all Existing Indebtedness, shall be consummated in full to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent and the Required Banks. (i) On the Effective Date, the commitments under each Refinanced Agreement shall have been terminated, all loans thereunder shall have been repaid in full, together with respect interest thereon (including, without limitation, any prepayment premium), all letters of credit issued thereunder shall have been terminated, and all other amounts owing pursuant to all Indebtedness being refinanced each Refinanced Agreement shall have been repaid in the Refinancing; full, and the Administrative Agent shall have received from any person holding any Lien securing any evidence in form, scope and substance satisfactory to the Administrative Agent that the matters set forth in this Section 5A.19 have been satisfied at such Indebtednesstime. (ii) On the Effective Date, such UCC the creditors under each Refinanced Agreement shall have terminated and released all applicable Liens on the capital stock of, and assets owned by, the Borrower and its Subsidiaries. (or equivalentc) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the The Administrative Agent shall have reasonably requested to received copies of all documents executed in connection with the Refinancing and the release and terminate of record the Liens securing such Indebtedness. After giving effect pursuant thereto (the "Debt Termination Documents"), all of which shall be in form and substance satisfactory to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofAdministrative Agent.

Refinancing. Substantially concurrently On or prior to the Closing Date, (i) all indebtedness under the Receivables Discounting Facility, dated as of December 5, 2002 between Xxxxxxxx Financial Services Ltd. ("MFSL") and the Parent (as amended, modified and/or supplemented, the "EXISTING CREDIT AGREEMENT") shall have been repaid in full and all commitments in respect thereof shall have been terminated and all Liens and guaranties in connection therewith shall have been terminated (and all appropriate releases, termination statements or other instruments of assignment with respect thereto shall have been obtained), or arrangements shall have been made therefore, to the reasonable satisfaction of Laurus and (ii) all indebtedness (the "Existing Convertible Debt") owed by the Parent to Bristol Investment Fund, Ltd, Alpha Capital AG and Tazbaz Holdings Ltd. (collectively, the "CONVERTIBLE DEBT HOLDERS") and their respective affiliates, shall have been indefeasibly repaid in full and all commitments in respect thereof shall have been terminated and all Liens and guaranties (if any) in connection therewith shall have been terminated (and all appropriate releases, termination statements or other instruments of assignment with respect thereto shall have been obtained), the Convertible Debt Holders shall have waived all applicable or potential prepayment penalties arising in connection with the Borrowing of 2015 Term Loans hereunderExisting Convertible Debt, the Refinancing shall be consummated in full all outstanding warrants issued to the Convertible Debt Holders shall have been cancelled, and all shares of common stock held by the Convertible Debt Holders shall have been cancelled or returned to the Parent, or arrangements shall have been made therefore, in each case to the reasonable satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent Laurus. Laurus shall have received a “satisfactory evidence (including satisfactory pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statementsoff letters, mortgage releases, intellectual property releases and UCC-3 termination statements) that the matters set forth in the immediately preceding sentence have been satisfied as of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofDate.

Refinancing. Substantially concurrently (i) On the Initial Borrowing Date, the Borrower ----------- shall have utilized all the net proceeds of the IPO, together with cash on hand and all the Borrowing proceeds of 2015 the Term Loans hereunder, and up to $15,000,000 of the Refinancing shall be consummated in full Working Capital Loans to repay all the direct Indebtedness of the Partnership assumed by the Borrower pursuant to the satisfaction Formation (other than (x) the Existing Xxxxxx and (y) the Specified Obligations) and to refinance certain existing debt of (I) its Consolidated Joint Ventures or (II) the Lenders with all Liens in favor of Partnership relating to the existing lenders being unconditionally released; Richland and Kalispell hotel properties and assumed by RLP pursuant to the Administrative Agent shall have received Formation through mortgage loans made by the Borrower to the respective Consolidated Joint Ventures or RLP, as the case may be, (the "IBD JV Loans") secured by a “pay-off” letter mortgage on their respective properties and otherwise in form and substance satisfactory to the Administrative Agent (other than approximately $91 million of such existing debt of such Consolidated Joint Ventures listed on Annex V hereto which will remain outstanding after the Initial Borrowing Date) (all of the foregoing repayments and refinancings, the "Refinancing"), which Refinancing shall have been consummated on a basis (including the amount and terms of all Existing Indebtedness not so repaid or refinanced) reasonably satisfactory to the Administrative Agent (it being understood that all of the documentation required to be delivered pursuant to Section 5.01(h)(iii) in respect of the Mortgages shall be delivered in connection with respect the IBD JV Loans to all Indebtedness being refinanced in the Refinancing; satisfaction of the Administrative Agent and that the IBD JV Loans will be pledged pursuant to the Security Documents). (ii) At least five Business Days prior to the Initial Borrowing Date, the Administrative Agent shall have received from any person holding any Lien securing any such Indebtednessthe Borrower a certificate of the chief financial officer of the Borrower containing a description of the aggregate principal amount, such UCC (or equivalent) termination statementsinterest rate, mortgage releases, releases of assignments of leases maturity date and rents, releases of security interests in Intellectual Property and other instruments, in borrower with respect to each case in proper form for recording or filing, as IBD JV Loan to be made by the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofBorrower.

Refinancing. Substantially (a) On the Initial Borrowing Date and concurrently with the incurrence of Loans and the use of such Loans to finance the Bank Refinancing on such date, all Indebtedness of Holdings and its Subsidiaries under the Existing Credit Agreement shall have been repaid in full, together with all fees and other amounts owing thereon, all commitments under the Existing Credit Agreement shall have been terminated and all letters of credit issued pursuant to the Existing Credit Agreement shall have been terminated, incorporated hereunder as Letters of Credit as contemplated by Section 2.01(e) or supported by a back-stop Letter of Credit issued hereunder. (b) On the Initial Borrowing Date and concurrently with the incurrence of 2015 Term Loans hereunderon such date, all security interests in respect of, and Liens securing, the Refinancing Indebtedness under the Existing Credit Agreement and the Existing Senior Subordinated Secured Notes Documents shall be consummated in full to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally have been terminated and released; , and the Administrative Agent shall have received all such releases as may have been requested by the Administrative Agent, which releases shall be in form and substance satisfactory to the Administrative Agent. Without limiting the foregoing, there shall have been delivered to the Administrative Agent (x) proper termination statements, financing change statements and applications for registration (Form UCC-3, Form PPSA-2C or the appropriate equivalent) for filing under the UCC, PPSA or equivalent statute or regulation of each jurisdiction where a “payfinancing statement or application for registration (Form UCC-1, PPSA Form 1-off” letter C or the appropriate equivalent) was filed with respect to Holdings or any of its Subsidiaries in connection with the security interests created with respect to the Existing Credit Agreement, the Existing Senior Subordinated Secured Notes Documents and the documentation related thereto, (y) terminations or reassignments of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of Holdings or any of its Subsidiaries on which filings have been made and (z) terminations of all mortgages, leasehold mortgages, hypothecs and deeds of trust created with respect to property of Holdings or any of its Subsidiaries, in each case, to secure the obligations under the Existing Credit Agreement and the Existing Senior Subordinated Secured Notes Documents, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in Agent. (c) On the Refinancing; Initial Borrowing Date and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After after giving effect to the Transactionsconsummation of each component of the Transaction to be consummated on the Initial Borrowing Date, Irish Holdco Holdings and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no Indebtedness or Preferred Stock outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to other than (i) the Loan DocumentsLoans, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof)CLC Preferred Stock, (iii) the Existing New Senior Subordinated Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary courseExisting Senior Notes To Be Refinanced, (v) intercompany debt among Irish Holdco Existing 2006 Floating Rate Senior Subordinated Notes in an aggregate principal amount not to exceed $7,500,000 and its Subsidiaries, (vi) certain other indebtedness existing on the New Horizon Unsecured Initial Borrowing Date as listed on Schedule IV in an aggregate outstanding principal amount not to exceed $[______]/4/ (with the Indebtedness described in this sub-clause (vi) being herein called the "Scheduled Existing Indebtedness" and, together with the Existing Senior Notes To Be Refinanced and the Existing 2006 Floating Rate Senior Subordinated Notes, the "Existing Indebtedness"). On and as of the Initial Borrowing Date, all of the Existing Indebtedness and CLC Preferred Stock shall remain outstanding after giving effect to the Transaction and the other transactions contemplated hereby (viiother than the Existing Senior Notes Refinancing) without any default or event of default existing thereunder or arising as a result of the Transaction and the other transactions contemplated hereby (other than the Existing Senior Notes Refinancing) (except to the extent amended or waived by the parties thereto on terms and conditions satisfactory to the Agents and the Required Lenders), and there shall not be any amendments or modifications to the Existing Senior Notes Documents or any other Existing Indebtedness Agreements other than as requested or approved by the Agents and the Required Lenders. (d) On the Initial Borrowing Date, (i) the Borrower shall have delivered a notice to the trustee under the Existing Senior Subordinated Secured Notes Indenture, requesting that such other existing indebtedness identified trustee mail (or cause to be mailed) the Borrower Irrevocable Notice of Redemption pursuant to, and expressly permitted to remain outstanding after in accordance with the Closing Date byrequirements of, the Lead Arrangers as “surviving debt” prior Existing Senior Subordinated Secured Notes Documents and specifying a redemption date for the Existing Senior Subordinated Secured Notes consistent with the requirements of the definition of "Redemption ---------- /4/ Borrower to advise. Date" and (ii) Holdings shall have delivered a notice to the trustee under each of the Existing 2006 10% Senior Subordinated Notes Indenture and the Existing Junior PIK Notes Indenture requesting that the respective trustee mail (or cause to be mailed) the relevant Holdings Irrevocable Notice of Redemption pursuant to, and in accordance with the requirements of, the Existing 2006 10% Senior Subordinated Notes Documents or the Existing Junior PIK Notes Documents, as the case may be, and specifying a redemption date hereoffor the Existing 2006 10% Senior Subordinated Notes and the Existing Junior PIK Notes consistent with the requirements of the definition of "Redemption Date". (e) The Administrative Agent shall have received evidence in form, scope and substance reasonably satisfactory to the Agents and the Required Lenders that the matters set forth in this Section 5.09 have been satisfied on the Initial Borrowing Date.

Refinancing. Substantially concurrently with (a) On or prior to the Borrowing of 2015 Term Loans hereunderEffective Date, the Refinancing total commitments pursuant to the Existing Credit Agreement shall be consummated have been terminated, and all loans and notes with respect thereto shall have been repaid in full (together with interest thereon), all letters of credit issued thereunder shall have been terminated and all other amounts owing pursuant to the satisfaction Existing Credit Agreement shall have been repaid in full (the “Refinancing”). The creditors in respect of the Lenders with Existing Credit Agreement shall have terminated and released all security interests in and Liens on the assets of Borrower and its Subsidiaries created pursuant to the security documentation relating to the Existing Credit Agreement, and such creditors shall have returned, or agreed to return, all assets (if any) in favor of their possession pursuant to the existing lenders being unconditionally released; security documentation relating to the Existing Credit Agreement to the Borrower, and the Administrative Agent shall have received a “pay-off” letter evidence, in form and substance reasonably satisfactory to the Administrative Agent with respect Agent, that the matters set forth in this Section 5.13 have been satisfied as of the Effective Date. (b) On or prior to all Indebtedness being refinanced in the Refinancing; Effective Date, the Borrower and the Administrative Agent its Subsidiaries shall have received from any person holding any Lien securing any such Indebtedness, such UCC no outstanding Indebtedness except for (or equivalenti) termination statements, mortgage releases, releases the Loans and (ii) certain other Indebtedness of assignments of leases the Borrower and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. its Subsidiaries listed on Schedule V. (c) After giving effect to the Transactions, Irish Holdco Refinancing and its Subsidiaries (including, without limitationthis Agreement, the Target financings incurred in connection herewith and the other transactions contemplated hereby, there shall be no conflict with, or default under, any material agreement of the Borrower or any of its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereof.

Refinancing. Substantially On the Effective Date and concurrently with the Borrowing incurrence of 2015 Term Loans hereunderon such date, (i) the Refinancing total commitments in respect of the Indebtedness under the Existing Credit Agreement shall have been terminated, all outstanding Existing Loans thereunder shall have been repaid in full in cash, together with accrued but unpaid interest thereon, and all letters of credit issued thereunder shall have been incorporated hereunder as Existing Letters of Credit pursuant to Section 2.01(c), provided that each Continuing Lender shall be consummated in full to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory entitled, by written notice to the Administrative Agent with respect on or prior to all Indebtedness being refinanced in the Refinancing; and Effective Date, to net fund any Term Loans required to be made by it on the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filingEffective Date, as the Administrative Agent case may be, by permitting the principal amount of the Existing Term Loans made by such Continuing Lender to remain outstanding on the Effective Date to satisfy such Continuing Lender’s obligation to fund a like principal amount of Term Loans to be incurred hereunder by the Borrower on the Effective Date, and for purposes of this Section 5.01(g) only such outstanding principal amount shall be deemed outstanding under this Agreement and such corresponding Existing Term Loans shall be deemed to have been so repaid in full, and (ii) there shall have reasonably requested to release been paid in cash in full all accrued but unpaid Fees under, and terminate of record as defined in, the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries Existing Credit Agreement (including, without limitation, commitment fees, letter of credit fees and facing fees) due through the Target Effective Date and its Subsidiariesall other amounts, costs and expenses (including, without limitation, breakage costs, if any, with respect to eurodollar rate loans and all legal fees and expenses) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) then owing to any of the Existing Lenders and/or the Administrative Agent, as agent under the Existing Credit Agreement, in each case to the satisfaction of the Administrative Agent or Indebtedness for borrowed moneythe Existing Lenders, except for Indebtedness incurred pursuant to (i) as the Loan Documentscase may be, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date regardless of whether or not such amounts would otherwise be due and payable at such time pursuant to the Acquisition Agreement (as in effect on terms of the date thereof)Existing Credit Agreement, and (iii) all outstanding Notes (as defined in the Existing Notes, (ivCredit Agreement) issued by the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior Borrower to the date hereofExisting Lenders under the Existing Credit Agreement shall be deemed cancelled.

Refinancing. Substantially Prior to or substantially concurrently with the Borrowing initial funding of 2015 Term the Loans hereunder, all Indebtedness for borrowed money of the Refinancing shall Company and its subsidiaries under that certain Second Amended and Restated Credit Agreement, dated as of November 9, 2012, among the Company, certain subsidiaries of the Company, the lenders party thereto and Bank of America, N.A., as administrative agent, will be consummated in full repaid, redeemed, defeased, discharged, refinanced or terminated, and all related commitments, guaranties and security interests will be terminated and released or arrangements therefor to the reasonable satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a been made (the actions described in this Section 4.01(p), the “pay-off” letter Refinancing”). For purposes of determining whether the conditions specified in form this Section 4.01 have been satisfied on the Closing Date, by funding the Loans hereunder, the Administrative Agent and substance reasonably each Lender that has executed this Agreement (or an Assignment and Assumption on the Closing Date) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any or such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filingLender, as the Administrative Agent shall have reasonably requested to release and terminate of record case may be. Notwithstanding the Liens securing such Indebtedness. After giving effect foregoing, to the Transactions, Irish Holdco and its Subsidiaries extent the Lien on any Collateral (including, without limitation, including the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Partygranting or perfection of any security interest) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to Guarantee is not or cannot be provided on the Closing Date (other than (i) a pledge of the Loan DocumentsCapital Stock of the Borrower to the extent such pledge may be perfected on the Closing Date by the delivery of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), (ii) indebtedness expressly permitted to remain outstanding after the Closing Date granting of liens in the Collateral owned by Holdings, the Borrower and each Subsidiary Guarantor pursuant to a New York law security agreement (and the Acquisition Agreement (as in effect on perfection thereof solely to the date thereofextent such liens may be perfected by the filing of a UCC-1 financing statement), (iii) a pledge of the Existing NotesCapital Stock of each Subsidiary Guarantor to the extent such pledge may be perfected on the Closing Date by the delivery of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), but solely to the extent such stock or equivalent certificates have been delivered to the Initial Borrower prior to or substantially concurrently with the consummation of the Transactions on the Closing Date after use of commercially reasonable efforts by the Initial Borrower to procure delivery thereof without undue burden or expense, and (iv) the Horizon Convertible NotesGuarantee by Holdings and each Subsidiary Guarantor that is a material Domestic Subsidiary), then the provision (ivand/or perfection) working capital leases, capital leases and Indebtedness incurred in of such Collateral and/or Guarantee shall not constitute a condition precedent to the ordinary course, availability or initial funding of the Credit Facilities on the Closing Date but may instead be provided (vand/or perfected) intercompany debt among Irish Holdco and its Subsidiaries, within ninety (vi90) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding days after the Closing Date byor such later date as the Administrative Agent may reasonably agree. For the avoidance of doubt, no Guarantees or Collateral by or of any Foreign Subsidiaries that are Loan Parties shall be required to be delivered, granted opt perfected on the Lead Arrangers as “surviving debt” prior to the date hereofClosing Date.

Refinancing. Substantially concurrently (a) So long as no Construction Agency Event of Default, Bankruptcy Default or Lease Event of Default shall have occurred and be continuing, upon the written request of Lessee delivered at least 30 days prior to the date specified in such request for the refinancing, Ground Lessee, Lessor, the Investors and the Lenders agree, at the sole cost and expense of Lessee (whether or not such refinancing is consummated and provided, that during the Construction Period, Lessee shall request an Advance, the proceeds of which shall be used to pay such costs and expenses), to cooperate with Lessee promptly and in good faith to negotiate with a view toward causing a refinancing or refinancings of the obligations represented by all of the Notes then outstanding under the Conduit Loan Agreement, the HSFC Loan Agreement or all of the Investor Certificates then outstanding, or all Notes and Investor Certificates (HSFC, the Conduit, the Liquidity Purchasers and the Investors acknowledge that their respective Loans or Investor Certificates may be repaid at any time), with funds made available for such purpose solely through Dollar-denominated debt loans (with respect to refunded Notes) or equity investments (with respect to refinanced Investor Certificates) to Lessor in the private market (with lenders and/or investors that are not Affiliates of Lessee) the proceeds of which Lessor shall pay to Ground Lessee, HSFC, the Conduit, the Liquidity Purchasers or the Investors, as applicable, to pay in full the aggregate principal amount of the respective Notes held by such Lender(s) or the respective Investor Certificates held by such Investors that are outstanding together with all accrued and unpaid interest or yield thereon, it being understood that any such refinancings may be made at any time but (i) on no more than three occasions during any period of nine (9) consecutive years and (ii) on no more than one (1) occasion during any period of three (3) consecutive years (excluding in each case a refinancing in connection with the Borrowing replacement of 2015 Term a non-renewing Liquidity Purchaser under the LAPA), provided that Lessee may effect such refinancing on more than one (1) occasion during any period of three (3) consecutive years so long as Lessee shall have paid (or during the Construction Period shall have requested an Advance the proceeds of which shall be used to pay) the Investors a financing fee of $100,000 for each such additional refinancing; provided, however, that: (1) such refinancing will not directly or indirectly constitute any non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code; (2) where the Notes but not the Investor Certificates are being refinanced then the Investors shall not be required to effect any such refinancing unless the terms and conditions of the refinancing will not be any less favorable in any material respect taken as a whole to the Investors than the terms and conditions of the Notes being refinanced and the other conditions set forth in this Section 6.16 shall have been satisfied; (3) during the Construction Period, unless the Investor Certificates are being refinanced, then the Investors shall in any event have the right to consent to any such refinancing, which consent the Investors may withhold in each Investor's sole, good faith discretion; and (4) unless the HSFC Loans hereunderare being repaid in full, the Refinancing Rating Agency Condition shall be consummated satisfied. (b) Each Investor's obligations to take any action in full connection with a proposed refinancing shall be subject to the satisfaction or waiver by such Investor of the Lenders with all Liens following conditions precedent: (i) any notes ("New Notes") issued in favor such refinancing shall be in the form of non-recourse loans denominated in Dollars having a final maturity date no later than the final maturity date of the existing lenders Notes; (ii) on the closing date of the refinancing, there shall be an adjustment, if necessary, to Rent, the Construction Period Maximum Guaranty Amount and the Residual Value Guaranty Amount, provided that, unless HSFC is being unconditionally released; repaid in full, no such adjustment shall adversely affect HSFC's recourse to Lessee and/or the Administrative Agent Guarantor in respect of the HSFC Loans; (iii) on the closing date of the refinancing, no Construction Agency Event of Default, Bankruptcy Default or Lease Event of Default shall have received a “pay-off” letter occurred and be continuing; (iv) such refinancing shall be for an amount not greater than the aggregate principal amount of the outstanding Notes and accrued but unpaid interest being refinanced; (v) there shall be no material adverse effect to the Investors in form connection with such refinancing; (vi) on the closing date of the refinancing, all necessary authorizations, approvals and substance consents in connection with such refinancing shall have been obtained from (or waived by) each Person whose authorization, approval or consent is necessary to consummate such refinancing, and such authorizations, approvals and consents or waivers shall be in full force and effect on the closing date of such refinancing; (vii) the documentation of such refinancing (including opinions of counsel, including tax counsel, and other ancillary documents) shall be reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; Investors and the Administrative Agent Lenders; and (viii) not later than the closing of the refinancing, Lessee shall have received from any person holding any Lien securing any such Indebtedness, such UCC pay (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as provided that during the Administrative Agent Construction Period Lessee shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitationrequest an Advance, the Target and its Subsidiaries) proceeds of which shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Partybe used to pay) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant cause to be paid (i) to the Loan DocumentsInvestors, the Lenders, each Agent and Lessor, on an after-tax basis, all out-of-pocket costs and expenses (including reasonable legal fees and expenses and reasonable fees and expenses of any financial advisors) and all applicable stamp duties (including fines and penalties) and registration or other out-of-pocket fees and expenses incurred by the Investors, the Lenders, the Agents and Lessor in connection with such refinancing (whether or not such refinancing is consummated) and (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof)Lenders or Investors, (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases all other amounts due and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior owing to the date hereofLenders under the Operative Documents.

Refinancing. Substantially concurrently (a) Effective as of the Closing Date and upon the effectiveness of this Agreement, all obligations under the Existing Agreement shall be refinanced with the Borrowing proceeds of 2015 Term Loans hereunderthe initial Loan hereunder and all Liens, security interests and encumbrances securing the Refinancing "Obligations" under and as defined in the Existing Agreement in assets of the Borrower and the Domestic Subsidiaries (other than Capital Stock of the Canadian Subsidiaries or assets located outside of the U.S.) (the "Credit Agreement Liens") shall be consummated continue in existence and in full force and effect securing the Obligations hereunder and under the Loan Documents. The Credit Agreement Liens and the Security Documents (as defined in the Existing Agreement) pursuant to which such Credit Agreement Liens were granted are and shall remain valid, binding, enforceable, duly perfected and in full force and effect without any additional filing or recording of any document or instrument in any recording or similar office. The Borrower and its Domestic Subsidiaries each agree that they are hereby estopped from challenging, claiming or asserting that any of the Credit Agreement Liens have not attached, are not properly granted, perfected or are otherwise not enforceable to the satisfaction same extent and in the same priority as under the Existing Credit Agreement. The parties hereto intend that the Loan Documents constitute a refinancing of the Lenders with all Liens in favor indebtedness under the Existing Agreement but not a novation of such indebtedness or of the indebtedness or liens evidenced thereby or existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced thereunder. (b) The "Obligations" as defined in the RefinancingExisting Agreement are refinanced by the terms of this Agreement and shall not be extinguished hereby; provided, however, that the Existing Agreement shall remain in full force and the Administrative Agent shall have received from any person holding any Lien securing any effect unless and until such Indebtednessrefinancing occurs. All subordination agreements, such UCC (or equivalent) termination statementssecurity agreements, mortgage releasespledge agreements, releases mortgages, deeds of assignments of leases and rents, releases of security interests in Intellectual Property trust and other instruments, documents and instruments granting any security interest or assigning any interest in each case in proper form for recording any assets of the Borrower or filing, as the Administrative Agent shall have reasonably requested to release and terminate any of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries to secure the Obligations executed and delivered in connection with this Agreement that restate any previously granted interest shall supersede any subordination agreements, security agreements, pledge agreements, mortgages, deeds of trust and other documents and instruments granting any security interest or assigning any interest in any assets of the Borrower or any of its Subsidiaries that were executed and delivered in connection with the Existing Agreement (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money"Original Security Documents"), except for Indebtedness incurred pursuant the Credit Agreement Liens created under the Original Security Documents which shall remain valid, binding and enforceable Liens against the Borrower, its Subsidiaries and each of the other Persons granting any such Liens. All other Original Security Documents shall continue to (i) secure the Loan DocumentsObligations as herein defined, (ii) indebtedness expressly permitted to remain outstanding after and shall be in full force and effect, except that the Closing Date pursuant Liens granted under such other Original Security Documents shall be limited to the Acquisition Credit Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofLiens.

Refinancing. Substantially concurrently with On the Borrowing of 2015 Term Loans Closing Date hereunder, (i) all loans under the Refinancing First Amended and Restated Credit Agreement ("Existing Loans") made by any lender who is not a Lender hereunder shall be consummated repaid in full to and the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form commitments and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced other obligations and (except as expressly set forth in the Refinancing; First Amended and Restated Credit Agreement) the rights of such lender shall be terminated, (ii) all outstanding Existing Loans shall be Revolving Credit Loans hereunder (secured by the Security Documents) and the Borrowers shall make such repayments, and the Administrative Agent shall make such transfers of funds, as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the Commitments of the Lenders hereunder, (iii) all Letters of Credit issued under the First Amended and Restated Credit Agreement shall be Letters of Credit hereunder and each Lender shall be deemed to have received from purchased a participation therein pursuant to Section 3.4 in accordance with its Commitment Percentage, (iv) there shall have been paid in cash in full all accrued but unpaid interest due on the Existing Loans to but excluding the Closing Date, (v) there shall have been paid in cash in full all accrued but unpaid fees under the First Amended and Restated Credit Agreement due to but excluding the Closing Date and all other amounts, costs and expenses then owing to any person holding of the lenders thereunder and/or any Lien securing any such IndebtednessAgent, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases as agent under the First Amended and rents, releases of security interests in Intellectual Property and other instrumentsRestated Credit Agreement, in each case in proper form for recording to the satisfaction of such Agent or filinglender, as the Administrative Agent shall have reasonably requested to release case may be, regardless of whether or not such amounts would otherwise be due and terminate of record the Liens securing payable at such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date time pursuant to the Acquisition terms of the First Amended and Restated Credit Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) all outstanding promissory notes issued by the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior Borrowers to the date hereoflenders under the First Amended and Restated Credit Agreement shall be promptly returned to the Administrative Agent who shall forward such notes to the Borrower.

Refinancing. Substantially concurrently with (a) On the Initial Borrowing of 2015 Term Loans hereunderDate, the Refinancing commitments under the Indebtedness to be Refinanced shall have been terminated, all loans outstanding thereunder shall have been repaid in full, together with all accrued and unpaid interest thereon, all accrued and unpaid fees thereon shall have been paid in full, all letters of credit issued thereunder shall have been terminated and all other amounts owing pursuant to the Indebtedness to be consummated Refinanced shall have been repaid in full full. (b) On the Initial Borrowing Date, all security interests in respect of, and Liens securing, obligations under the Indebtedness to be Refinanced shall have been terminated and released to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; Agents, and the Administrative Agent shall have received a “pay-off” letter all such releases as may have been requested by the Agents, which releases shall be in form and substance reasonably satisfactory to the Administrative Agent Agents. Without limiting the foregoing, there shall have been delivered (i) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a financing statement Form UCC-1 or equivalent was filed with respect to all Holdings or any of its Subsidiaries in connection with the security interests created pursuant to the Indebtedness being refinanced in the Refinancing; to be Refinanced and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documentsdocumentation related thereto, (ii) indebtedness expressly permitted termination or reassignment of any security interest in, or Lien on, any patents, trademarks, copyrights or similar interests of Holdings or any of its Subsidiaries on which filings have been made to remain outstanding after secure obligations under the Closing Date pursuant Indebtedness to the Acquisition Agreement (as in effect on the date thereof), be Refinanced and (iii) terminations of all mortgages, leasehold mortgages and deeds of trusts created with respect to property of Holdings or any of its Subsidiaries to secure the Existing Notesobligations under the Indebtedness to be Refinanced, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases all of which shall be in form and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior substance reasonably satisfactory to the date hereofAgents.

Refinancing. Substantially concurrently with the Borrowing Use its best efforts to effectuate an offering and sale of 2015 Term Loans hereunder, the Refinancing shall be consummated Securities to Persons other than any of its Subsidiaries or such other financing transactions, in full to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter each case reasonably acceptable in form and substance to the Administrative Agent for the purpose of repaying the principal amount of Bridge Advances and paying interest accrued thereon and all fees, expenses, commissions and other amounts payable with respect thereto by the Loan Parties under the Loan Documents and in connection with the Refinancing, which will yield an amount sufficient to repay the principal amount of Bridge Advances and pay all interest accrued thereon and all fees, expenses, commissions and all other amounts payable with respect thereto by the Loan Parties under the Loan Documents and in connection with the Refinancing, including, but not limited to: (i) preparing an offering memorandum (the "Offering Memorandum") for a private offering (the "Offering") of the Refinancing Securities, such Refinancing Securities to contain terms and conditions satisfactory to NMS (or another underwriter reasonably satisfactory to the Lender Parties) and the Required Lenders, and be issued pursuant to a Refinancing Agreement in form and substance satisfactory to the Required Lenders, in an amount to be agreed upon by the Borrower and NMS (or another underwriter reasonably satisfactory to the Administrative Agent Agent), but in no event less than an amount which will provide to the Borrower net proceeds sufficient to repay the principal amount of Bridge Advances and pay all interest accrued thereon and all fees, expenses, commissions and all other amounts payable with respect thereto by the Loan Parties under the Loan Documents and in connection with the Refinancing, and containing such disclosures as may be appropriate and customary for such documents and using its best efforts to all Indebtedness being refinanced consummate the Offering as soon as practicable after the date hereof; 68 (ii) in the Refinancing; event that the Offering is not consummated, in connection with any other public offering or private placement of the Refinancing Securities, promptly preparing a registration statement or offering memorandum containing such disclosures as may be appropriate and customary for such documents, and using its best efforts to cause any such registration statement to become effective under the Securities Act of 1933, as amended; (iii) cooperating fully with NMS (or another underwriter reasonably satisfactory to the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalentAgent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have providing all information reasonably requested thereby in connection with any refinancing pursuant to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactionsthis Section 5.01(q), Irish Holdco and its Subsidiaries (including, without limitation, providing all information reasonably requested thereby to effect the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) sale or Indebtedness for borrowed money, except for Indebtedness incurred pursuant placement of any Refinancing Securities to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, be offered; (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary courseevent any Refinancing Securities are offered publicly, executing underwriting agreements, to reflect the terms of the refinancing, and containing covenants, representations and warranties, indemnities and delivery of legal opinions, officers' certificates and accountants' comfort letters, all in form and substance satisfactory to NMS (or another underwriter reasonably satisfactory to the Administrative Agent) in its reasonable judgment; (v) intercompany in connection with any public offering or private placement of debt among Irish Holdco or equity securities (including the Offering), offering such securities on terms, including, but not limited to, interest and/or dividend rates, maturities, preferences, covenants and redemption dates and prices, which will be determined by NMS (or another underwriter reasonably satisfactory to the Administrative Agent) in its Subsidiariesreasonable judgment, in light of prevailing circumstances and current market conditions and the Borrower's financial condition and prospects; (viA) in connection with any private placement of debt securities (including the New Horizon Unsecured Offering), filing and causing to become effective a registration statement (within such periods of time as NMS (or another underwriter reasonably satisfactory to the Administrative Agent) may reasonably request prior to such private placement) with respect to a registered offer to exchange (an "Exchange Offer") any such privately placed debt securities for notes of the Borrower with terms identical in all material respects (the "Exchange Notes") to such privately placed debt securities (except that the Exchange Notes will not contain terms with respect to transfer restrictions or interest rate increases), and causing such Exchange Offer to be consummated within such period of time as NMS (or another underwriter reasonably satisfactory to the Administrative Agent) may reasonably request prior to such period of time; and (B) in the event any debt or equity securities are sold in a private placement, causing the debt or equity securities held by the purchasers (including NMS (or another underwriter reasonably satisfactory to the Administrative Agent)) in such a private placement to be registered pursuant to such number of registration statements over such period of time as NMS (or another underwriter reasonably satisfactory to the Administrative Agent) may reasonably request prior to such private placement; (vii) paying all reasonable costs and expenses of engaging a qualified independent underwriter in connection with any public offering and, to the extent necessary, a private placement of Refinancing Securities; (viii) in the event any Refinancing Securities are offered publicly or sold in a private placement, upon a request made by NMS (or another underwriter reasonably satisfactory to the Administrative Agent) in its sole discretion, making available for sale, and selling with any such 69 sale of debt or equity securities, the terms of which will be determined by NMS (or another underwriter reasonably satisfactory to the Administrative Agent) in its reasonable judgment, in light of prevailing circumstances and current market conditions and the Borrower's financial condition and prospects; (ix) assisting NMS (or another underwriter reasonably satisfactory to the Administrative Agent) in connection with the marketing of any Refinancing Securities to be offered publicly or placed privately; (x) providing such other existing indebtedness identified tocooperation and assistance as is customarily provided by issuers in connection with the private placement and/or public sale of securities; (xi) cooperating fully with NMS (or another underwriter reasonably satisfactory to the Administrative Agent), and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior providing all information reasonably requested by NMS (or another underwriter reasonably satisfactory to the date hereofAdministrative Agent), in connection with other financing transactions on terms which will be determined by NMS (or another underwriter reasonably satisfactory to the Administrative Agent) in its reasonable judgment, in light of prevailing circumstances and current market conditions and the Borrower's financial condition and prospects; and (xii) in the event of any such other financing transaction, executing such documentation as may be necessary, and containing covenants, representations and warranties, indemnities and delivery of legal opinions, officers' certificates and accountants' comfort letters, all in form and substance satisfactory to NMS (or another underwriter reasonably satisfactory to the Administrative Agent) in its reasonable judgment.

Refinancing. Substantially concurrently (i) The Securitization Notes shall have been repaid or satisfied and discharged and the Administrative Agent and the Arrangers shall have received evidence thereof satisfactory to them; (ii) with the Borrowing of 2015 Term Loans hereunderrespect to Indebtedness listed on Schedule 3.1(d)(ii), the Refinancing Administrative Agent and the Arrangers shall have received payoff letters (or evidence of repayment) duly executed and delivered by the appropriate Loan Parties and counterparties confirming that the relevant Indebtedness has been repaid or will be consummated in full repaid prior to the satisfaction end of the Lenders Refinancing Grace Period; (iii) with respect to Indebtedness listed on Schedule 3.1(d)(iii), the Administrative Agent and the Arrangers shall have received payoff letters (or evidence of repayment) duly executed and delivered by the appropriate Loan Parties and counterparties confirming that the relevant Indebtedness has been repaid or will be repaid on or prior to the Second Closing Date; (iv) all Liens in favor Indebtedness of any Loan Party owed to or held by Sponsor or its Affiliates shall have been repaid or cancelled and the Administrative Agent and the Arrangers shall have received evidence thereof satisfactory to them; and (v)the Administrative Agent and the Arrangers shall have received payoff letters duly executed and delivered by the appropriate Loan Parties and counterparties confirming that all Indebtedness of the existing lenders being unconditionally released; Acquired Businesses owed to Orix Financial Services, Inc. and Ixxxx Franchise Capital Corporation has been repaid or will be repaid prior to the end of the Refinancing Grace Period or shall receive satisfactory evidence that such Indebtedness has been repaid or will be repaid on the Second Closing Date. With respect to any Indebtedness to be repaid pursuant to Section 7.18 prior to the end of the Refinancing Grace Period that pursuant to its terms could not be so repaid unless revocable notice of repayment is given on or prior to the Initial Closing Date, the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any evidence that such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofnotice has been delivered.

Refinancing. Substantially concurrently with (a) On or prior to the Initial Borrowing of 2015 Term Loans hereunderDate, the Refinancing total commitments in respect of the Indebtedness to be Refinanced shall have been terminated, and all loans and notes with respect thereto shall have been repaid in full, together with interest thereon, all letters of credit issued thereunder shall have been terminated and all other amounts (including premiums) owing pursuant to the Indebtedness to be consummated Refinanced shall have been repaid in full and all documents in respect of the Indebtedness to be Refinanced and all guarantees with respect thereto shall have been terminated (except as to indemnification provisions which may survive to the satisfaction extent provided therein) and be of no further force and effect. (b) On or prior to the Initial Borrowing Date, the creditors in respect of the Lenders with Indebtedness to be Refinanced shall have terminated and released any and all security interests and Liens in favor of on the existing lenders being unconditionally released; the Administrative assets owned by Holdings and its Subsidiaries. The Agent shall have received a “pay-off” letter such releases of security interests in and Liens on the assets owned by Holdings and its Subsidiaries as may have been reasonably requested by the Agent, which releases shall be in form and substance reasonably satisfactory to the Administrative Agent Agent. Without limiting the foregoing, there shall have been delivered (i) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to Holdings or any of its Subsidiaries in connection with the security interests created with respect to the Indebtedness to be Refinanced and the documentation related thereto, (ii) termination or reassignment of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of Holdings or any of its Subsidiaries on which filings have been made, (iii) terminations of all mortgages, leasehold mortgages, deeds of trust and leasehold deeds of trust created with respect to property of Holdings or any of its Subsidiaries, in each case, to secure the obligations in respect of the Indebtedness being refinanced to be Refinanced, all of which shall be in form and substance reasonably satisfactory to the Agent, and (iv) all collateral owned by Holdings and its Subsidiaries in the Refinancing; and possession of any of the Administrative creditors in respect of the Indebtedness to be Refinanced or any collateral agent or trustee under any related security document shall have been returned to Holdings or its respective Subsidiary, as the case may be. (c) The Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instrumentsevidence, in each case form and substance reasonably satisfactory to it, that the matters set forth in proper form for recording or filing, this Section 5.08 have been satisfied as of the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofInitial Borrowing Date.

Refinancing. Substantially concurrently with (a) On the Initial Borrowing of 2015 Term Loans hereunder, the Refinancing shall be consummated in full to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form Date and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After after giving effect to the TransactionsLoans incurred on the Initial Borrowing Date, Irish Holdco the Acquisition and the other transactions contemplated hereby, neither the Borrower nor any of its Subsidiaries (including, without limitation, the Target and its SubsidiariesAcquired Business) shall have no any Indebtedness or preferred stock outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for the Loans, the Seller Note and the Existing Indebtedness, which Existing Indebtedness incurred pursuant to (i) shall not exceed $100,000. All of the Loan Documents, (ii) indebtedness expressly permitted to Existing Indebtedness shall remain outstanding after the Closing Date consummation of the Transaction and the other transactions contemplated hereby without any defaults or events of default existing thereunder or arising as a result of the Transaction or the transactions contemplated hereby. None of the Existing Indebtedness shall have been incurred in anticipation of the Transaction or the other transactions contemplated hereby. (b) The Agent and the Required Banks shall be satisfied with the amount of and the terms and conditions of (i) all Existing Indebtedness and (ii) the repayment of, and termination of all commitments and documentation relating to, all Indebtedness repaid in connection with the transactions contemplated hereby (collectively, the "Refinanced Indebtedness") and the amount of all accrued interest, premiums, fees, commissions and expenses owing in connection with the repayment of such Refinanced Indebtedness. In no event shall the aggregate amount paid pursuant to the Acquisition Agreement preceding sentence exceed $26,200,000. All Liens arising in connection with such Refinanced Indebtedness shall have been terminated (as in effect on the date thereofand all appropriate releases, termination statements or other instruments of assignment with respect thereto shall have been obtained), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior each case to the date hereofsatisfaction of the Agent and the Required Banks. (c) The Agent shall have received copies, certified as true and complete by an appropriate officer of the Borrower, of all documents executed in connection with the repayment and termination of the Refinanced Indebtedness and the release of the Liens thereunder (the "Debt Termination Documents") all of which shall be in form and substance satisfactory to the Agent and the Required Banks.

Refinancing. Substantially concurrently with On the Borrowing of 2015 Term Closing Date, (i) all Existing Loans hereunder, the Refinancing made by any Prior Lender that is not a Lender hereunder shall be consummated repaid in full and commitments and other obligations and (except as expressly set forth in the Existing Facility) rights of such Prior Lender shall be terminated; (ii) all outstanding Existing Loans shall be deemed Loans hereunder and the Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date, reflect the Commitments of the Lenders hereunder; (iii) all Existing Letters of Credit shall be deemed Letters of Credit hereunder and each Lender agrees to purchase an L/C Participation therein pursuant to Section 3.4 in accordance with its Revolving Credit Commitment Percentage; (iv) there shall have been paid in cash in full all accrued but unpaid interest due on the Existing Loans to but excluding the Closing Date; (v) there shall have been paid in cash in full all accrued but unpaid fees under the Existing Facility due to but excluding the Closing Date and all other amounts, costs and expenses then owing to any of the Prior Lenders and/or any agent under the Existing Facility, in each case to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (agent or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filingPrior Lender, as the Administrative Agent shall have reasonably requested to release case may be, regardless of whether such amounts would otherwise be due and terminate of record the Liens securing payable at such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date time pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) terms of the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases Facility; and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) all outstanding promissory notes issued by the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior Borrowers to the date hereofPrior Lenders under the Existing Facility shall have been endorsed and delivered to the Agent to be amended and restated in the form of the Revolving Credit Note and Term Note attached to this Agreement and assigned to the Lenders.

Refinancing. Substantially concurrently with (a) On or prior to the Initial Borrowing of 2015 Term Loans hereunderDate, the Refinancing total commitments in respect of the Existing Credit Agreement shall be consummated have been terminated, and all loans and notes with respect thereto shall have been repaid in full, together with interest thereon, all letters of credit issued thereunder and foreign currency contracts contemplated thereunder shall have been terminated and all other amounts (including premiums) owing pursuant to the Existing Credit Agreement shall have been repaid in full to the satisfaction and all documents in respect of the Lenders Existing Credit Agreement and all guarantees with all Liens respect thereto shall have been terminated and be of no further force and effect. (b) On the Initial Borrowing Date, the creditors in favor respect of the existing lenders being unconditionally released; Existing Credit Agreement shall have terminated and released all security interests and Liens on the assets owned by the Borrower and Subsidiaries. The Administrative Agent shall have received such releases of security interests in and Liens on the assets owned by the Borrower and its Subsidiaries as may have been requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory the Administrative Agent. Without limiting the foregoing, there shall have been delivered (i) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a “pay-off” letter financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to the Borrower or any of its Subsidiaries in connection with the security interests created with respect to the Existing Credit Agreement and the documentation related thereto, (ii) termination or reassignment of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of the Borrower or any of its Subsidiaries on which filings have been made, (iii) terminations of all mortgages, leasehold mortgages, deeds of trust and leasehold deeds of trust created with respect to property of the Borrower or any of its Subsidiaries, in each case, to secure the obligations in respect of the Existing Credit Agreement, all of which shall be in form and substance reasonably satisfactory to the Agent, (iv) termination notices and agreements with respect to all lockbox, warehousing, bailee and similar agreements, duly acknowledged by all counterparties thereto, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; Agent, and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and all collateral owned by the Borrower or any of its Subsidiaries, (vi) Subsidiaries in the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after possession of any of the Closing Date by, creditors in respect of the Lead Arrangers as “surviving debt” prior Existing Credit Agreement or any collateral agent or trustee under any related security document shall have been returned to the date hereofBorrower or such Subsidiary.

Refinancing. Substantially (i) Prior to the Initial Borrowing Date and the Credit Events then occurring, the Borrower shall have commenced tender offers and consent solicitations with (1) If the IPO prices in the mid-point of the contemplated pricing range, the IPO will generate $475.0 million of gross cash proceeds. The amount of gross cash proceeds from the IPO required hereby may be adjusted to as low as (but not below) $440.0 million, in which case the Existing Seller/Opco Notes in an aggregate principal amount equal to approximately $21.0 million will not be required to be refinanced (see Section 4.02(l)(vi)) and other adjustments to sources and uses will be made. All amounts will be finalized at least 3 days prior to the Initial Borrowing Date. respect to each issue of outstanding Existing Tender Offer Notes (the “Tender Offers and Consent Solicitations”) pursuant to which (I) the Borrower shall offer, subject to the Minimum Tender Offer Condition for each such Tender Offer and Consent Solicitation and the other terms and conditions contained therein, to purchase all of the outstanding Existing Tender Offer Notes at a cash price equal to $1000 per $1000 principal amount, plus accrued and unpaid interest thereon, (II) consents shall be solicited to proposed amendments (the “Existing Tender Offer Notes Indenture Amendments”) to each of the Existing Tender Offer Notes Indentures, which amendments shall, inter alia, provide for the substantial elimination of the covenants contained in each of the Existing Tender Offer Notes Indentures (including, without limitation, limitations on restricted payments, dividends, transactions with affiliates, indebtedness and guarantees by subsidiaries) and (III) the Borrower shall offer to pay to each holder of Existing Tender Offer Notes which validly consents to the relevant Existing Tender Offer Notes Indenture Amendment a consent fee in an amount not to exceed $20 for each $1,000 principal amount of such holder’s Existing Tender Offer Notes. All terms and conditions of the Tender Offers and Consent Solicitations and the Existing Tender Offer Notes Indenture Amendments shall be reasonably satisfactory to the Agents, and in any event, the Tender Offers and Consent Solicitations shall provide that the period for tendering Existing Tender Offer Notes pursuant thereto shall terminate on or prior to the Initial Borrowing Date. (ii) On or prior to the Initial Borrowing Date, (x) holders of at least 75% (or, in the case of the Existing 2008 Senior Subordinated Notes, 51%) of the aggregate outstanding principal amount of each series of outstanding Existing Tender Offer Notes shall have validly tendered, and not withdrawn, their Existing Tender Offer Notes and provided their “Consent” pursuant to, and in accordance with the requirements of, the Tender Offer and Consent Solicitation therefor, and (y) the Borrower and the trustees under each of the Existing Tender Offer Notes Indentures shall have duly executed and delivered the Existing Tender Offer Notes Indenture Supplements and same shall have become effective in accordance with their terms and the terms of the relevant Existing Tender Offer Notes Indenture. (iii) On the Initial Borrowing Date (and concurrently with the Borrowing Credit Events occurring on such Date), the Borrower shall have deposited into a segregated account (the “Segregated Account”) proceeds of 2015 Term Loans hereunderin an aggregate principal amount equal to the sum of (x) the aggregate principal amount of the Existing 2008 Senior Subordinated Notes not validly tendered (or validly tendered and subsequently withdrawn) pursuant to the Tender Offer and Consent Solicitation therefor plus (y) all unpaid interest accruing and applicable call premiums thereon through the 30th day following the Initial Borrowing Date (the “Redemption Date”). (iv) On the Initial Borrowing Date, the Refinancing Borrower shall be consummated in full have delivered an irrevocable “notice of redemption” to the satisfaction trustee under the Existing 2008 Senior Subordinated Notes Indenture pursuant to, and in accordance with the requirements of, the Existing 2008 Senior Subordinated Notes Indenture. (v) On or prior to the Initial Borrowing Date, the Borrower shall have redeemed or repurchased all of its outstanding shares of Series A Preferred Stock for an aggregate redemption price (including any and all accrued but unpaid dividends with respect to the Series A Preferred Stock) equal to approximately $131.0 million. (vi) On the Initial Borrowing Date and concurrently with the incurrence of Loans on such date, approximately $[197.0] million of Indebtedness of the Lenders Borrower and its Subsidiaries consisting of, inter alia, all Indebtedness under the Existing Credit Agreement (other than Existing Letters of Credit) [and the Existing Seller/Opco Notes](2) shall have been repaid in full, together with all fees, accrued interest and other amounts owing thereon (collectively, the “Additional Refinanced Indebtedness”), all commitments under the documents evidencing Additional Refinanced Indebtedness shall have been terminated, all letters of credit issued pursuant to the documents evidencing the Additional Refinanced Indebtedness shall have been terminated or incorporated hereunder as Letters of Credit as contemplated by Section 1A.01(d) and all guaranties issued in support of such Additional Refinanced Indebtedness shall have been terminated. (vii) On the Initial Borrowing Date and concurrently with the incurrence of Loans on such date, all security interests in respect of, and Liens in favor of securing, the existing lenders being unconditionally Additional Refinanced Indebtedness shall have been terminated and released; , and the Administrative Agent shall have received a “pay-off” letter all such releases as may have been reasonably requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to the Administrative Agent. Without limiting the foregoing, there shall have been delivered to the Administrative Agent proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to all the Borrower or any of its Subsidiaries in connection with the security interests created with respect to the Additional Refinanced Indebtedness being refinanced in the Refinancing; and the Administrative Agent documentation related thereto, all of which shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases be in form and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as substance reasonably satisfactory to the Administrative Agent shall have reasonably requested to release Agent. (viii) On the Initial Borrowing Date and terminate of record the Liens securing such Indebtedness. After after giving effect to the Transactionsconsummation of the Transaction (including the Tender Offer and Consent Solicitation Consummation as if the same had occurred on such date but excluding the Existing 2008 Senior Subordinated Notes Redemption), Irish Holdco the Borrower and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed moneyIndebtedness, except for Indebtedness incurred pursuant to (i) Indebtedness pursuant to or in respect of the Loan Credit Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date Existing Tender Offer Notes not repurchased pursuant to the Acquisition Agreement (as Tender Offer and Consent Solicitation Consummation in effect on the date thereof), an aggregate outstanding principal amount not to exceed $[ ] million and (iii) such other existing Indebtedness of the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco Borrower and its Subsidiaries, (vi) if any, as shall be permitted by the New Horizon Unsecured Notes Agents and (vii) such other existing indebtedness identified to, and expressly permitted Required Lenders to remain outstanding (all of which Indebtedness described in this subclause (iii) shall be required to be specifically listed as Scheduled Existing Indebtedness). On and as of the Initial Borrowing Date, all Indebtedness described in the immediately preceding sentence shall remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior giving effect to the date hereofTransaction (other than the Existing 2008 Senior Subordinated Notes Redemption) and the other transactions contemplated hereby without any breach, required repayment, required offer to purchase, default, event of default or termination rights existing thereunder or arising as a result of the Transaction and the other transactions contemplated hereby.

Refinancing. Substantially concurrently with (a) On or prior to the Initial Borrowing of 2015 Term Loans hereunderDate, the Refinancing total commitments pursuant to the Existing Credit Agreements shall be consummated have been terminated, and all loans and notes with respect thereto shall have been repaid in full (together with interest thereon), all letters of credit issued thereunder shall have been terminated and all other amounts owing pursuant to the satisfaction Existing Credit Agreements shall have been repaid in full (the “Refinancing”). The creditors in respect of the Lenders with Existing Credit Agreements shall have terminated and released all security interests in and Liens on the assets of Borrower and its Subsidiaries created pursuant to the security documentation relating to the Existing Credit Agreements, and such creditors shall have returned all assets (if any) in favor of their possession pursuant to the existing lenders being unconditionally released; security documentation relating to the Existing Credit Agreements to the Borrower, and the Administrative Agent shall have received a “pay-off” letter evidence, in form and substance reasonably satisfactory to the Administrative Agent with respect Agent, that the matters set forth in this Section 5.13 have been satisfied as of the Initial Borrowing Date. (b) On or prior to all Indebtedness being refinanced in the Refinancing; Initial Borrowing Date, the Borrower and the Administrative Agent its Subsidiaries shall have received from any person holding any Lien securing any such Indebtednessno outstanding Indebtedness except for (i) the Loans, such UCC (or equivalentii) termination statements, mortgage releases, releases the Senior Notes and (iii) certain other Indebtedness of assignments of leases the Borrower and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. its Subsidiaries listed on Schedule V. (c) After giving effect to the Transactions, Irish Holdco Refinancing and its Subsidiaries (including, without limitationthis Agreement, the Target financings incurred in connection herewith and the other transactions contemplated hereby, there shall be no conflict with, or default under, any material agreement of the Borrower or any of its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereof.

Refinancing. Substantially concurrently (i) On the Escrow Release Date, the total commitments in respect of the Indebtedness to be Refinanced shall have been terminated, and all loans and indebtedness with respect thereto shall have been repaid in full, together with interest thereon, all letters of credit issued thereunder shall have been terminated and all other amounts owing pursuant to the Indebtedness to be Refinanced shall have been repaid in full and all operative agreements in respect of the Indebtedness to be Refinanced and all guarantees with respect thereto shall have been terminated (except (x) as to indemnification provisions contained therein which by their express terms are intended to survive such termination and as are reasonably satisfactory to the Agents and (y) existing letters of credit which are to remain outstanding pursuant to arrangements satisfactory to the Agents) and to be of no further force and effect (collectively, the "Refinancing"). (ii) On the Escrow Release Date, the creditors in respect of the Indebtedness to be Refinanced shall have terminated and released all security interests and Liens on the assets owned by the Canadian Parent and its Subsidiaries (including the Wallace Entities). The Administrative Agent shall have received such xxxxxxes of security interests in and Liens on the assets owned by the Canadian Parent and its Subsidiaries as may have been requested by the Administrative Agent, which releases shall be in form, scope and substance reasonably satisfactory to each of the Agents. Without limiting the foregoing, there shall have been delivered (w) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to the Canadian Parent or any of its Subsidiaries in connection with the Borrowing security interests created with respect to the Indebtedness to be Refinanced and the documentation related thereto, (x) termination or reassignment of 2015 Term Loans hereunderany security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of the Canadian Parent or any of its Subsidiaries on which filings have been made, (y) terminations of all mortgages, leasehold mortgages, deeds of trust and leasehold deeds of trust created with respect to property of the Canadian Parent or any of its Subsidiaries, in each case, to secure the obligations in respect of the Indebtedness to be Refinanced, all of which shall be in form, scope and substance reasonably satisfactory to each of the Agents and (z) all collateral owned by the Canadian Parent or any of its Subsidiaries in the possession of any of the creditors in respect of the Indebtedness to be Refinanced or any collateral agent or trustee under any related security document shall have been returned to the Canadian Parent or such Subsidiary. (iii) The Refinancing shall have been consummated in all material respects in accordance with the Refinancing shall be consummated in full to Documents and all applicable laws. On the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; Escrow Release Date, (x) the Administrative Agent shall have received a “pay-off” letter true and correct copies of all Refinancing Documents, certified as such by appropriate officer of the Canadian Parent, (y) all Refinancing Documents, and all terms and conditions thereof, shall be in form and substance reasonably satisfactory to the Administrative Agent with respect Agents and (z) all Refinancing Documents shall be in full force and effect. Each of the conditions prece- dent to all Indebtedness being refinanced the consummation of the Refinancing as set forth in the Refinancing; and the Administrative Agent Refinancing Documents shall have received from any person holding any Lien securing any such Indebtednessbeen satisfied in all material respects and not waived, such UCC (consented to or equivalent) termination statementsapproved except with the consent of the Agents, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, reasonable satisfaction of the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofAgents.

Refinancing. Substantially concurrently with (a) On the Borrowing of 2015 Term Loans hereunderEffective Date, all Indebtedness under the Refinancing Existing Credit Agreement shall be consummated have been repaid in full and all commitments in respect thereof shall have been terminated and all Liens and guaranties in connection therewith shall have been terminated (and all appropriate releases, termination statements or other instruments of assignment with respect thereto shall have been obtained) to the reasonable satisfaction of the Lenders with all Liens Administrative Agent. The Administrative Agent shall have received satisfactory evidence (including satisfactory pay-off letters, mortgage releases, intellectual property releases and UCC-3 termination statements) that the matters set forth in favor the immediately preceding sentence have been satisfied as of the existing lenders being unconditionally released; Effective Date. (b) On the Effective Date, (i) the Borrower shall have repaid in full all of its outstanding Existing Mezzanine Subordinated Notes in accordance with the terms of the Existing Mezzanine Subordinated Notes Agreement, and the Existing Mezzanine Subordinated Notes Agreement shall have been terminated (the "Existing Mezzanine Subordinated Notes Redemption") and (ii) the Administrative Agent shall have received a “pay-off” letter evidence, in form and substance reasonably satisfactory to it, that the Administrative Agent Existing Mezzanine Subordinated Notes Redemption has been consummated. (c) On the Effective Date, (i) the Borrower shall have delivered to the Existing Senior Notes Trustee an irrevocable notice of redemption for all outstanding Existing Senior Notes, which redemption (the "Existing Senior Notes Redemption") shall be effected on a date (the "Existing Senior Notes Redemption Date") no later than 30 days following the Effective Date in accordance with respect the optional redemption provisions set forth in Article Three of the Existing Senior Notes Indenture, (ii) the Borrower shall have irrevocably deposited with the Existing Senior Notes Trustee cash in an amount sufficient to pay and discharge the entire Indebtedness on the outstanding Existing Senior Notes for principal of, premium, if any, and interest on such Existing Senior Notes through the Existing Senior Notes Redemption Date, (iii) the Borrower shall have paid all Indebtedness being refinanced other sums that are then payable by the Borrower under the Existing Senior Notes Indenture, (iv) the Borrower shall have irrevocably instructed the Existing Senior Notes Trustee in writing to apply the Refinancing; funds referred to in preceding clause (ii) to the payment of the Existing Senior Notes on the Existing Senior Notes Redemption Date, and (v) the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instrumentsevidence, in each case form and substance reasonably satisfactory to it, that the matters set forth in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to preceding clauses (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, through (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofhave been satisfied.

Refinancing. Substantially concurrently with (a) On the Initial Borrowing Date, all Indebtedness (including all prepayment penalties and accrued interest associated therewith) of 2015 Term Loans hereunderthe Borrower, Holdings and their respective Subsidiaries (consisting of approximately $8,000,000) shall be repaid in full (including without limitation, any and all Indebtedness incurred to finance the build-out of the PCS Network in Reno, Nevada and Lake Tahoe, California and all Indebtedness then outstanding under the BET Senior Subordinated Notes) (including all fees and other amounts owing in connection therewith) (the "Refinanced Indebtedness"), all commitments under the documents evidencing Refinanced Indebtedness shall be terminated and all letters of credit issued pursuant to the documents evidencing the Refinanced Indebtedness and all guaranties supporting such Refinanced Indebtedness shall be terminated. (b) On the Initial Borrowing Date, all security interests in respect of, and Liens securing, the Refinancing Refinanced Indebtedness shall be consummated in full to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally terminated and released; , and the Administrative Agent shall have received all such releases as may have been requested by the Administrative Agent, which releases shall be in form and substance reasonably satisfactory to the Administrative Agent. Without limiting the foregoing, there shall have been delivered to the Administrative Agent on or prior to the relevant date, (w) proper termination statements (or the appropriate equivalent) for filing or registration in each jurisdiction where a “pay-off” letter filing or registration was made with respect to the Borrower, Holdings or any of their respective Subsidiaries in connection with the security interests created with respect to the Refinanced Indebtedness and the documentation related thereto, (x) terminations or reassignments of any security interest in, or Liens on, any patents, trademarks, copyrights, or similar interests of the Borrower, Holdings or any of their respective Subsidiaries on which filings have been made, (y) terminations of all mortgages, leasehold mortgages, assignments, fiduciary assignments of rights and deeds of trust created with respect to property of the Borrower, Holdings or any of their respective Subsidiaries, in each case, to secure the obligations under the Refinanced Indebtedness, all of which shall be in form and substance reasonably satisfactory to the Administrative Agent with respect to and (z) all Indebtedness being refinanced collateral owned by the Borrower, Holdings or any of their respective Subsidiaries in the Refinancing; and possession of any of the Administrative Agent creditors in respect of the Refinanced Indebtedness or any collateral agent or trustee under any related security document shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect been returned to the TransactionsBorrower, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) Holdings or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofSubsidiary.

Refinancing. Substantially Prior to or substantially concurrently with the Borrowing initial funding of 2015 Term the Loans hereunder, all Indebtedness for borrowed money of the Refinancing shall Company and its subsidiaries under that certain Second Amended and Restated Credit Agreement, dated as of November 9, 2012, among the Company, certain subsidiaries of the Company, the lenders party thereto and Bank of America, N.A., as administrative agent, will be consummated in full repaid, redeemed, defeased, discharged, refinanced or terminated, and all related commitments, guaranties and security interests will be terminated and released or arrangements therefor to the reasonable satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a been made (the actions described in this Section 4.01(p), the “pay-off” letter Refinancing”). For purposes of determining whether the conditions specified in form this Section 4.01 have been satisfied on the Closing Date, by funding the Loans hereunder, the Administrative Agent and substance reasonably each Lender that has executed this Agreement (or an Assignment and Assumption on the Closing Date) shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent with respect or such Lender, as the case may be. Notwithstanding the foregoing, to all Indebtedness being refinanced in the Refinancing; extent the Lien on any Collateral (including the granting or perfection of any security interest) or Guarantee is not or cannot be provided on the Closing Date (other than (i) a pledge of the Capital Stock of the Borrower to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent shall have received from any person holding any Lien securing any of a stock or equivalent certificate representing such Indebtedness, such UCC Capital Stock (together with a stock power or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests similar instrument endorsed in Intellectual Property and other instruments, in each case in proper form blank for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documentsrelevant certificate), (ii) indebtedness expressly permitted to remain outstanding after the Closing Date granting of liens in the Collateral owned by Holdings, the Borrower and each Subsidiary Guarantor pursuant to a New York law security agreement (and the Acquisition Agreement (as in effect on perfection thereof solely to the date thereofextent such liens may be perfected by the filing of a UCC-1 financing statement), (iii) a pledge of the Existing NotesCapital Stock of each Subsidiary Guarantor to the extent such pledge may be perfected on the Closing Date by the delivery to the First Lien Agent as bailee and agent for the Administrative Agent of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), but solely to the extent such stock or equivalent certificates have been delivered to the Initial Borrower prior to or substantially concurrently with the consummation of the Transactions on the Closing Date after use of commercially reasonable efforts by the Initial Borrower to procure delivery thereof without undue burden or expense, and (iv) the Horizon Convertible NotesGuarantee by Holdings and each Subsidiary Guarantor that is a material Domestic Subsidiary), then the provision (ivand/or perfection) working capital leases, capital leases and Indebtedness incurred in of such Collateral and/or Guarantee shall not constitute a condition precedent to the ordinary course, availability or initial funding of the Credit Facilities on the Closing Date but may instead be provided (vand/or perfected) intercompany debt among Irish Holdco and its Subsidiaries, within ninety (vi90) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding days after the Closing Date byor such later date as the Administrative Agent may reasonably agree. For the avoidance of doubt, no Guarantees or Collateral by or of any Foreign Subsidiaries that are Loan Parties shall be required to be delivered, granted opt perfected on the Lead Arrangers as “surviving debt” prior to the date hereofClosing Date.

Refinancing. Substantially concurrently with (a) On or prior to the Initial Borrowing of 2015 Term Loans hereunderDate, the Refinancing total commitments in respect of the Existing Credit Agreement shall be consummated have been terminated, and all loans and notes with respect thereto shall have been repaid in full, together with interest thereon, all letters of credit issued thereunder and foreign currency contracts contemplated thereunder shall have been terminated and all other amounts (including premiums) owing pursuant to the Existing Credit Agreement shall have been repaid in full and all documents in respect of the Existing Credit Agreement and all guarantees with respect thereto shall have been terminated and be of no further force and effect. (b) On or prior to the satisfaction Initial Borrowing Date, the Borrower shall have repurchased, retired or redeemed all of the Lenders outstanding Existing Subordinated Notes for cash, in accordance with their terms, or on such other terms and conditions as may be satisfactory to the Agent and the Required Banks, and all Liens securities and note purchase agreements, purchase or sale agreements or other agreements pursuant to which the Existing Subordinated Notes were issued and all guaranties and security documents with respect thereto shall have been terminated and be of no further force or effect. (c) On the Initial Borrowing Date, the creditors in favor respect of the existing lenders being unconditionally released; Indebtedness to be Refinanced shall have terminated and released all security interests and Liens on the Administrative assets owned by the Borrower and its Subsidiaries. The Agent shall have received a “pay-off” letter such releases of security interests in and Liens on the assets owned by the Borrower and its Subsidiaries as may have been requested by the Agent, which releases shall be in form and substance reasonably satisfactory to the Administrative Agent Agent. Without limiting the foregoing, there shall have been delivered (i) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to the Borrower or any of its Subsidiaries in connection with the security interests created with respect to the Indebtedness to be Refinanced and the documentation related thereto, (ii) termination or reassignment of any security interest in, or Lien on, any patents, trademarks, copyrights, or similar interests of the Borrower or any of its Subsidiaries on which filings have been made, (iii) terminations of all mortgages, leasehold mortgages, deeds of trust and leasehold deeds of trust created with respect to property of the Borrower or any of its Subsidiaries, in each case, to secure the obligations in respect of the Indebtedness to be Refinanced, all of which shall be in form and substance reasonably satisfactory to the Agent, (iv) termination notices and agreements with respect to all Indebtedness being refinanced lockbox, warehousing, bailee and similar agreements, duly acknowledged by all counterparties thereto, all of which shall be in the Refinancing; form and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have substance reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect satisfactory to the TransactionsAgent, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and all collateral owned by the Borrower or any of its Subsidiaries, (vi) Subsidiaries in the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted possession of any of the creditors in respect of the Indebtedness to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior be Refinanced or any collateral agent or trustee under any related security document shall have been returned to the date hereofBorrower or such Subsidiary.

Refinancing. Substantially concurrently with Each of BOC and Praxair hereby consents to any refinancing of the Borrowing Secured Obligations. In the event of 2015 Term Loans hereunderany such refinancing, the Refinancing this Consent and Agreement shall not be terminated, amended or modified by, and shall remain in full force and effect following, such refinancing and any reference in this Consent and Agreement to a particular document or agreement, or to a party thereto, or to a particular term or provision thereof shall be consummated deemed to refer to such document or agreement as amended, restated or replaced in connection with such refinancing (or as thereafter amended), to the parties to such amended, restated or replaced document or agreement (and their respective successors and assigns) and to the analogous terms or provisions thereof, and each of BOC and Praxair shall confirm in writing to the Collateral Agent as of the date of such refinancing that, to its knowledge, each representation and warranty of Praxair and/or BOC, as the case may be, in this Consent and Agreement is and shall continue to be true and correct in all material respects after giving effect to such change in references. The foregoing is subject to the conditions that, upon consummation of such refinancing (i) the trustee, Collateral Agent or other security representative succeeding to the Collateral Agent's rights in respect of this Consent and Agreement and the Assigned Agreements under the Security Documents as contemplated as part of such refinancing (the "New Collateral Agent") shall confirm to each of BOC and Praxair, in writing, that such New Collateral Agent will observe the obligations of the Collateral Agent under this Consent and Agreement and that such Consent and Agreement shall remain in full force and effect following such refinancing, on the terms and conditions specified herein, (ii) the New Collateral Agent shall notify each of BOC and Praxair of its name and address and the account to which payments should thereafter be made pursuant to Section 3 hereof, and (iii) the Collateral Agent shall confirm to each of BOC and Praxair, in writing, that the New Collateral Agent has succeeded to the Collateral Agent's rights in respect of the Assigned Agreements. Subject to the satisfaction of the Lenders with all Liens foregoing conditions, each of BOC and Praxair hereby consents in favor the assignment by the Collateral Agent to the New Collateral Agent of the existing lenders being unconditionally released; Collateral Agent's rights in respect of each of this Consent and Agreement and the Administrative Assigned Agreements and the New Collateral Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory will be entitled to the Administrative rights and benefits of the Collateral Agent with respect to all Indebtedness being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtednessthereunder. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereof3.

Refinancing. Substantially concurrently with (a) On the Initial Borrowing of 2015 Term Loans hereunderDate, the Refinancing total commitments in respect of the Initial Indebtedness to be Refinanced shall have been terminated, and all loans with respect thereto shall have been repaid in full, together with interest thereon, all letters of credit and bank guaranties issued thereunder shall have been terminated and all other amounts owing pursuant to the Initial Indebtedness to be consummated Refinanced shall have been repaid in full and all documents in respect of the Initial Indebtedness to be Refinanced and all guarantees with respect thereto shall have been terminated (except as to indemnification provisions contained therein which by their express terms are intended to survive such termination and as are satisfactory to the satisfaction Administrative Agent and the Required Lenders) and be of no further force and effect. (b) On the Initial Borrowing Date, the creditors in respect of the Lenders with Initial Indebtedness to be Refinanced shall have terminated and released or such creditors shall have agreed to terminate and release, subject to receipt of funds, all security interests and Liens in favor of on the existing lenders being unconditionally released; assets and property owned by Holdings, the U.S. Borrower and their respective Subsidiaries. The Administrative Agent shall have received a “pay-off” letter such releases of security interests in form and Liens on the assets owned by Holdings, the U.S. Borrower and their respective Subsidiaries as may have been requested by the Administrative Agent, which releases shall be in form, scope and substance reasonably satisfactory to each of the Administrative Agent Agents. Without limiting the foregoing, there shall have been delivered (i) proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC (or the equivalent applicable laws) of each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to all Holdings, the U.S. Borrower or any of their respective Subsidiaries in connection with the security interests created with respect to the Initial Indebtedness being refinanced in the Refinancing; to be Refinanced and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documentsdocumentation related thereto, (ii) indebtedness expressly permitted to remain outstanding after termination or reassignment of any security interest in, or Lien on, any patents, trademarks, copy rights, or similar interests of Holdings, the Closing Date pursuant to the Acquisition Agreement (as in effect U.S. Borrower or any of their respective Subsidiaries on the date thereof)which filings have been made, (iii) terminations of all mortgages, leasehold mortgages, deeds of trust and leasehold deeds of trust created with respect to property of Holdings, the Existing NotesU.S. Borrower or any of their respective Subsidiaries, in each case, to secure the obligations in respect of the Initial Indebtedness to be Refinanced, all of which shall be in form, scope and substance reasonably satisfactory to each of the Agents, and (iv) all collateral owned by Holdings, the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred U.S. Borrower or any of their respective Subsidiaries in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) possession of any of the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted creditors in respect of the Initial Indebtedness to remain outstanding after the Closing Date bybe Refinanced or any collateral agent or trustee under any related security document shall have been returned to Holdings, the Lead Arrangers as “surviving debt” prior to the date hereofU.S. Borrower or such Subsidiary.

Refinancing. Substantially (i) On or prior to the Initial Borrowing Date ----------- and prior to or concurrently with the Borrowing incurrence of 2015 Term the Loans hereunderon such date, the Refinancing shall be have been consummated in full accordance with the terms of the Refinancing Documents and all applicable laws, and each of the conditions precedent to the consummation of the Refinancing shall have been satisfied and not waived, except with the consent of the Administrative Agent and the Required Banks, to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; Agent, and the Administrative Agent shall have received evidence in form, scope and substance satisfactory to it that the matters set forth in this clause (h)(i) have been satisfied at such time. (ii) On or prior to the Initial Borrowing Date and prior to or concurrently with the incurrence of the Loans on such date, the creditors in respect of the Indebtedness to be repaid pursuant to the Refinancing shall have terminated and released any and all security interests in and liens on the capital stock of, and assets owned by, Holdings and its Subsidiaries, and shall have released Holdings and each of its Subsidiaries from any person holding any Lien securing guarantees entered in connection with any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have received all such releases as may have been reasonably requested by the Administrative Agent, which releases shall be in form and substance satisfactory to release the Administrative Agent. (iii) On or prior to the Initial Borrowing Date, there shall have been delivered to the Administrative Agent true and terminate correct copies of record all Refinancing Documents, and all of the Liens securing terms and conditions of such Indebtedness. After Refinancing Documents shall be in form and substance satisfactory to the Administrative Agent. (iv) On the Initial Borrowing Date and after giving effect to the TransactionsTransaction and the other transactions contemplated hereby, Irish Holdco and neither Holdings nor any of its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no any Indebtedness or preferred stock outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan DocumentsLoans, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof)Senior Subordinated Notes, (iii) the Existing Notes, New South Holdings Notes and (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofConversion Preferred Stock.

Refinancing. Substantially (i) On the Closing Date and substantially concurrently with the Borrowing incurrence of 2015 Term Loans on such date, all outstanding Indebtedness of the Borrower and its Subsidiaries (other than the Obligations owed to the Lenders hereunder, the Refinancing Spinco Senior Notes and other Indebtedness permitted hereunder after the Closing Date) (collectively referred to herein as the “Refinanced Indebtedness”) shall be consummated have been repaid in full full, together with all fees, accrued interest and other amounts owing thereon, all commitments under the documents evidencing Refinanced Indebtedness shall have been terminated, all letters of credit issued pursuant to the satisfaction of documents evidencing the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent Refinanced Indebtedness shall have received a been terminated, cash collateralized, back-stopped, or incorporated hereunder as Letters of Credit as contemplated by Section 1A.01(d) and all guaranties issued in support of such Refinanced Indebtedness shall have been terminated (the “pay-off” letter Refinancing”). (ii) On the Closing Date and substantially concurrently with the incurrence of Loans on such date, all security interests in form respect of, and substance reasonably satisfactory to Liens securing, the Administrative Agent with respect to all Refinanced Indebtedness being refinanced in the Refinancing; shall have been terminated and released, and the Administrative Agent shall have received from any person holding any Lien securing any all such Indebtednessreleases as may have been reasonably requested by the Administrative Agent. Without limiting the foregoing, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as there shall have been delivered to the Administrative Agent shall have reasonably requested to release and terminate proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of record each jurisdiction where a financing statement (Form UCC-1 or the Liens securing such Indebtedness. After giving effect appropriate equivalent) was filed with respect to the Transactions, Irish Holdco and Borrower or any of its Subsidiaries (including, without limitation, in connection with the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant security interests created with respect to the Acquisition Agreement (as in effect on Refinanced Indebtedness and the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereofdocumentation related thereto.