Common use of Syndication Clause in Contracts

Syndication. (a) Subject to the terms and conditions of this Agreement (including Sections 19.1 and 19.2), the Lender may organize a syndicate of lenders (the “Syndicate”) to whom the Lender may assign, novate or otherwise transfer up to sixty percent (60%) of its original Commitment hereunder (together with the Lender’s rights, interests and obligations related thereto). (b) In the event a Syndicate is formed pursuant to the terms herein, the Lender shall maintain at all times no less than forty percent (40%) and no more than fifty percent (50%) of its original Commitment hereunder. (c) The Borrower agrees that if the terms and conditions with respect to a Lender Transfer and formation of a Syndicate as set forth in this Section 19 have, in the Borrower’s opinion, been satisfied, the Borrower will apppoint the Lender as the lead arranger, security agent and facility agent of the Syndicate; provided that the Lender shall at all times remain the lead arranger, security agent and facility agent of the Syndicate. (d) In connection with the Lender’s formation of a Syndicate, the Lender hereby covenants that it shall and shall procure the other lenders of the Syndicate to enter into an amendment and restatement of this Agreement, and/or any other loan documentation, each in form and substance satisfactory to the Borrower (the “Syndicate Loan Documents”). The Lender agrees that the commercial terms and conditions of the Syndicate Loan Documents shall: (i) not modify the terms and conditions set forth herein and/or in the other Finance Documents (including, without limitation, the interest rate, interest period, tenor, representations, covenants, security and other terms and conditions); and (ii) not increase any obligations or reduce any rights of the Borrower and/or the Shareholders with respect to any Facility. (e) The Borrower agrees to use commercially reasonable efforts to cooperate with the Lender in connection with the Syndicate Loan Documents; provided that the Borrower shall not be required to pay to the Lender or any other member of the Syndicate any additional agency fee, arrangement fee, participation fee, legal fee, or any other amounts in connection with the Syndicate or the Syndicate Loan Documents. (f) The Lender agrees that the Borrower’s obligations and liabilities under the Finance Documents shall terminate and be fully discharged upon the execution and effectiveness of the Syndicate Loan Documents.

Syndication. Without limiting Lender’s rights under Section 11.1, the provisions of this Section 11.8 shall only apply in the event that the Loan is syndicated in accordance with the provisions of this Section 11.8 set forth below and shall be automatically of no further force and effect after a Securitization. (a) Subject Sale of Loan, Co-Lenders, Participations and Servicing. (i) Lender and any Co-Lender may, at their option, without Borrower’s consent (but with notice to Borrower), sell with novation all or any part of their right, title and interest in, and to, and under the Loan (the “Syndication”), to one or more additional lenders (each a “Co-Lender”). Each additional Co-Lender shall enter into an assignment and assumption agreement (the “Assignment and Assumption”) assigning a portion of Lender’s or Co-Lender’s rights and obligations under the Loan, and pursuant to which the additional Co-Lender accepts such assignment and assumes the assigned obligations. From and after the effective date specified in the Assignment and Assumption (i) each Co-Lender shall be a party hereto and to each Loan Document to the extent of the applicable percentage or percentages set forth in the Assignment and Assumption and, except as specified otherwise herein, shall succeed to the rights and obligations of Lender and the Co-Lenders hereunder and thereunder in respect of the Loan, and (ii) Lender, as lender and each Co-Lender, as applicable, shall, to the extent such rights and obligations have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations hereunder and under the Loan Documents. (ii) The liabilities of Lender and each of the Co-Lenders shall be several and not joint, and Lender’s and each Co-Lender’s obligations to Borrower under this Agreement shall be reduced by the amount of each such Assignment and Assumption. Neither Lender nor any Co-Lender shall be responsible for the obligations of any other Co-Lender. Lender and each Co-Lender shall be liable to Borrower only for their respective proportionate shares of the Loan. (iii) Borrower agrees that it shall, in connection with any sale of all or any portion of the Loan, whether in whole or to an additional Co-Lender or Participant, within ten (10) Business Days after requested by Agent, furnish Agent with the certificates required under Sections 4.12 and 4.13 hereof and such other information as reasonably requested by any additional Co-Lender or Participant in performing its due diligence in connection with its purchase of an interest in the Loan. (iv) CF (or an Affiliate of CF) shall act as administrative agent for itself and the Co-Lenders (together with any successor administrative agent, the “Agent”) pursuant to this Section 11.8. Borrower acknowledges that CF, as Agent, shall have the sole and exclusive authority to execute and perform this Agreement and each Loan Document on behalf of itself, as a Lender and as agent for itself and the Co-Lenders subject to the terms of the Co-Lending Agreement. Each Lender acknowledges that CF, as Agent, shall retain the exclusive right to grant approvals and conditions give consents with respect to all matters requiring consent hereunder. Except as otherwise provided herein, Borrower shall have no obligation to recognize or deal directly with any Co-Lender, and no Co-Lender shall have any right to deal directly with Borrower with respect to the rights, benefits and obligations of Borrower under this Agreement, the Loan Documents or any one or more documents or instruments in respect thereof. Borrower may rely conclusively on the actions of CF as Agent to bind CF and the Co-Lenders, notwithstanding that the particular action in question may, pursuant to this Agreement (including Sections 19.1 and 19.2)or the Co-Lending Agreement be subject to the consent or direction of some or all of the Co-Lenders. CF may resign as Agent of the Co-Lenders, in its sole discretion, or if required to by the Lender may organize a syndicate of lenders (the “Syndicate”) to whom the Lender may assign, novate or otherwise transfer up to sixty percent (60%) of its original Commitment hereunder (together Co-Lenders in accordance with the Lender’s rightsterm of the Co-Lending Agreement, interests and obligations related thereto). (b) In in each case without the event consent of but upon prior written notice to Borrower. Upon any such resignation, a Syndicate is formed successor Agent shall be determined pursuant to the terms hereinof the Co-Lending Agreement. The term Agent shall mean any successor Agent. (v) Notwithstanding any provision to the contrary in this Agreement, the Agent shall not have any duties or responsibilities except those expressly set forth herein (and in the Co-Lending Agreement) and no covenants, functions, responsibilities, duties, obligations or liabilities of Agent shall be implied by or inferred from this Agreement, the Co-Lending Agreement, or any other Loan Document, or otherwise exist against Agent. (vi) Except to the extent its obligations hereunder and its interest in the Loan have been assigned pursuant to one or more Assignments and Assumption, CF, as Agent, shall have the same rights and powers under this Agreement as any other Co-Lender and may exercise the same as though it were not Agent, respectively. The term “Co-Lender” or “Co-Lenders” shall, unless otherwise expressly indicated, include CF in its individual capacity. CF and the other Co-Lenders and their respective Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, Borrower, or any Affiliate of Borrower and any Person who may do business with or own securities of Borrower or any Affiliate of Borrower, all as if they were not serving in such capacities hereunder and without any duty to account therefor to each other. (vii) If required by any Co-Lender, Borrower hereby agrees to execute supplemental notes in the principal amount of such Co-Lender’s pro rata share of the Loan substantially in the form of the Note, and such supplemental note shall (i) be payable to order of such Co-Lender, (ii) be dated as of the Closing Date, and (iii) mature on the Maturity Date. Such supplemental note shall provide that it evidences a portion of the existing indebtedness hereunder and under the Note and not any new or additional indebtedness of Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental notes. (viii) CF, as Agent (acting solely for this purpose as agent of Borrower), shall maintain at all times no less than forty percent its domestic lending office or at such other location as CF, as Agent, shall designate in writing to each Co-Lender and Borrower a copy of each Assignment and Assumption delivered to and accepted by it and a register for the recordation of the names and addresses of the Co-Lenders, the principal amount (40%) and no more than fifty percent (50%stated interest) of each Co-Lender’s proportionate share of the Loan and the name and address of each Co-Lender’s agent for service of process (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and Borrower, CF, as Agent, and the Co-Lenders shall treat each person or entity whose name is recorded in the Register as a Co-Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection and copying by Borrower or any Co-Lender during normal business hours upon reasonable prior notice to the Agent. A Co-Lender may change its original Commitment hereunderaddress and its agent for service of process upon written notice to Lender, as Agent, which notice shall only be effective upon actual receipt by CF, as Agent, which receipt will be acknowledged by CF, as Agent, upon request. (cix) The Borrower agrees that if Notwithstanding anything herein to the terms contrary, any financial institution or other entity may be sold a participation interest in the Loan by Lender or any Co-Lender without Borrower’s consent (such financial institution or entity, a “Participant”). No Participant shall have any rights under this Agreement, the Note or any of the Loan Documents and conditions with the Participant’s rights in respect to a of such participation shall be solely against Lender Transfer and formation of a Syndicate or Co-Lender, as the case may be, as set forth in this Section 19 havethe participation agreement executed by and between Lender or Co-Lender, in as the Borrower’s opinioncase may be, been satisfied, and such Participant. Borrower may rely conclusively on the Borrower will apppoint the actions of Lender as Agent to bind Lender and any Participant, notwithstanding that the lead arrangerparticular action in question may, security agent pursuant to this Agreement or any participation agreement be subject to the consent or direction of some or all of the Participants. No participation shall relieve Lender or Co-Lender, as the case may be, from its obligations hereunder or under the Note or the Loan Documents and facility Lender or Co- Lender, as the case may be, shall remain solely responsible for the performance of its obligations hereunder. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SyndicateBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that the no Lender shall at have any obligation to disclose all times remain the lead arranger, security agent and facility agent or any portion of the SyndicateParticipant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (dx) In connection with the Lender’s formation of a Syndicate, the Lender hereby covenants that it shall and shall procure the Notwithstanding any other lenders of the Syndicate to enter into an amendment and restatement of provision set forth in this Agreement, and/or Lender or any other loan documentation, each Co-Lender may at any time create a security interest in form and substance satisfactory to the Borrower (the “Syndicate Loan Documents”). The Lender agrees that the commercial terms and conditions all or any portion of the Syndicate Loan Documents shall: (i) not modify the terms and conditions set forth herein and/or in the other Finance Documents its rights under this Agreement (including, without limitation, the interest rate, interest period, tenor, representations, covenants, security and other terms and conditions); and (ii) not increase amounts owing to it in favor of any obligations or reduce any rights Federal Reserve Bank in accordance with Regulation A of the Borrower and/or the Shareholders with respect to any Facility. (e) The Borrower agrees to use commercially reasonable efforts to cooperate with the Lender in connection with the Syndicate Loan Documents; provided that the Borrower shall not be required to pay to the Lender or any other member Board of Governors of the Syndicate any additional agency fee, arrangement fee, participation fee, legal fee, or any other amounts in connection with the Syndicate or the Syndicate Loan DocumentsFederal Reserve System). (f) The Lender agrees that the Borrower’s obligations and liabilities under the Finance Documents shall terminate and be fully discharged upon the execution and effectiveness of the Syndicate Loan Documents.

Syndication. 5.1 Subject to Clause 5.3 below, the Underwriters and the Bookrunners (in consultation with the Company) will manage, in a coordinated manner, all aspects of Syndication, including timing, the selection of potential Syndication Lenders, the acceptance and allocation of commitments and/or participations under the Facilities and the amount and distribution of fees to Syndication Lenders, provided that the Underwriters and the Bookrunners will agree a Syndication strategy with the Company (with each party acting reasonably and in good faith and the consent of the Company not to be unreasonably withheld or delayed) by no later than the Syndication Start Backstop Date (the "Agreed Syndication Strategy"). 5.2 The Agreed Syndication Strategy shall provide that, unless otherwise agreed between the Underwriters and Bookrunners, the allocation of commitments and/or participations under the Facilities that are transferred by the relevant Underwriters (and their respective Affiliates) to the Syndication Lenders shall be pro rata to such Underwriter’s (and its respective Affiliates') proportion of the original Total Commitments as at the date of this letter. 5.3 Subject to paragraph 5.4 below, the Underwriters may not commence Syndication prior to the Syndication Start Date. 5.4 Notwithstanding paragraph 5.3 above, the Company agrees that during the Pre- Sounding Period each Underwriter may: (a) Subject without the prior consent of the Company, approach no more than two (2) potential Syndication Lenders to discuss the terms Transaction. The Underwriters shall notify the Company of the name of any party so approached and conditions of this Agreement (including Sections 19.1 and 19.2), provide the Lender may organize a syndicate of lenders (the “Syndicate”) to whom the Lender may assign, novate or otherwise transfer up to sixty percent (60%) of its original Commitment hereunder (together Company with the Lender’s rights, interests and obligations related thereto).regular updates regarding those discussions; and (b) In with the event prior written consent of the Company (in its sole discretion), approach any additional potential Syndication Lender to discuss the Transaction. If the Company provides its consent, the Underwriters shall provide the Company with regular updates regarding those discussions. 5.5 The Mandated Lead Arrangers and the Underwriters acknowledge that their commitments to arrange and underwrite (respectively) the Facilities on the terms of the Facilities Agreement are not subject to Successful Syndication. 5.6 At such time when the Underwriters have received sufficient commitments that (when reflected as participations in the Facilities) would result in a Syndicate is formed pursuant Successful Syndication, the Underwriters shall: (a) close Syndication; and (b) accept the commitments received and allocate resulting participations in the Facilities (in a way that will result in a Successful Syndication). 5.7 If by the Syndication Longstop Date the Underwriters have not received sufficient commitments that (when reflected as participations in the Facilities) would result in a Successful Syndication, the Underwriters may, at any time on or following that date, elect to either: (a) close Syndication and accept the commitments received and allocate resulting participations in the Facilities; or (b) continue the Syndication, in each case, on an individual basis. For the avoidance of doubt, each Underwriter may make its own election and nothing shall require the Underwriters to make the same election. 5.8 At all times from and including the date of this letter to and including the last day of the Syndication Period, the Company must co-operate with, and provide any assistance to the terms hereinUnderwriters and the Bookrunners as is reasonably required by them (or any of them) and, on and from the Closing Date, procure that each member of the Target Group co-operates with and provides any assistance to the Underwriters and the Bookrunners as is reasonably required by them (or any of them), in connection with Syndication, in each case subject to applicable laws and regulation (as reasonably determined by the Company, acting on the advice of its legal advisers), including compliance with the requirements of the City Code, the Takeover Panel or the Court or any other relevant regulatory body. Such assistance will include (but will not be limited to): (a) the preparation by the Underwriters and the Bookrunners (with all reasonable assistance by the Company) of an information memorandum (the "Information Memorandum") to be used in connection with Syndication, including the provision of all relevant information about the Company, the Target Group (including such relevant projections as are reasonably determined by the Bookrunners and the Company, each acting reasonably and in good faith, to be appropriate), the Acquisition and how the proceeds of the Facilities will be applied. The Company shall promptly approve the Information Memorandum prior to its distribution by the Underwriters and the Bookrunners to potential Syndication Lenders; (b) providing any information reasonably requested by the Underwriters, the Bookrunners or potential Syndication Lenders and available to the Company in connection with Syndication, subject to the prior execution of a customary confidentiality undertaking by the relevant potential Syndication Lender on which the Company may rely and provided that the Company shall maintain at all times be under no less than forty percent obligation to disclose information reasonably determined by the Company to be commercially sensitive (40%provided that where the Company makes such a determination in relation to any information, it will consult in good faith and acting reasonably with the Underwriters in connection with alternative approaches to satisfying the relevant information requirements) and no more than fifty percent the Underwriters shall use reasonable endeavours to address information requests from potential Syndication Lenders using the Information Package and any other written information provided by the Initial Investors or the Group (50%or, in each case, their advisers) of its original Commitment hereunder.in connection with the Finance Documents; (c) The Borrower agrees that if (following the terms Announcement) making available the senior management and conditions with respect representatives of the Company for the purposes of giving or attending one presentation to a Lender Transfer potential Syndication Lenders at such time and formation of a Syndicate place as set forth in this Section 19 have, in may be mutually agreed between the Borrower’s opinion, been satisfiedCompany, the Borrower will apppoint Bookrunners and the Lender as Underwriters in accordance with the lead arrangerAgreed Syndication Strategy and provided a recording of such presentation is made available for other potential Syndication Lenders. If no recording is made available, security agent the relevant senior management and facility agent representatives of the Syndicate; provided that the Lender shall at all times remain the lead arranger, security agent and facility agent of the Syndicate.Company agree to provide additional presentations; (d) In connection with using all reasonable efforts to ensure that Syndication benefits from the Lender’s formation of a Syndicate, Initial Investors' and the Lender hereby covenants that it shall and shall procure the other lenders of the Syndicate to enter into an amendment and restatement of this Agreement, and/or any other loan documentation, each in form and substance satisfactory to the Borrower (the “Syndicate Loan Documents”). The Lender agrees that the commercial terms and conditions of the Syndicate Loan Documents shall: (i) not modify the terms and conditions set forth herein and/or in the other Finance Documents (including, without limitation, the interest rate, interest period, tenor, representations, covenants, security and other terms and conditions); and (ii) not increase any obligations or reduce any rights of the Borrower and/or the Shareholders with respect to any Facility.Target Group's existing lending relationships; (e) The Borrower agrees to use commercially reasonable efforts to cooperate with the Lender in connection with the Syndicate Loan Documents; provided that the Borrower shall not be required to pay to the Lender or any other member of extent agreed between the Syndicate any additional agency feeUnderwriters, arrangement feethe Bookrunners and the Company, participation fee, legal fee, or any other amounts in connection with using reasonable endeavours to arrange conference calls between due diligence providers and the Syndicate or potential Syndication Lenders at such times as may be mutually agreed between the Syndicate Loan Documents.Company and the Underwriters; (f) The Lender agrees that if necessary, entering into a syndication protocol in a form to be agreed between the Borrower’s obligations Company, the Mandated Lead Arrangers and liabilities under the Finance Documents shall terminate Underwriters (and be fully discharged upon to the execution and effectiveness extent applicable, complying with any requirements of the Syndicate Loan Documents.City Code, the Takeover Panel, the Court or any other relevant regulatory body);

Syndication. (a) Subject The Borrowers agree actively to assist the terms and conditions of this Agreement (including Sections 19.1 and 19.2), the Lender may organize Agents in completing a syndicate of lenders (the “Syndicate”) to whom the Lender may assign, novate or otherwise transfer up to sixty percent (60%) of its original Commitment hereunder (together with the Lender’s rights, interests and obligations related thereto). (b) In the event a Syndicate timely syndication that is formed pursuant to the terms herein, the Lender shall maintain at all times no less than forty percent (40%) and no more than fifty percent (50%) of its original Commitment hereunder. (c) The Borrower agrees that if the terms and conditions with respect to a Lender Transfer and formation of a Syndicate as set forth in this Section 19 have, in the Borrower’s opinion, been satisfied, the Borrower will apppoint the Lender as the lead arranger, security agent and facility agent of the Syndicate; provided that the Lender shall at all times remain the lead arranger, security agent and facility agent of the Syndicate. (d) In connection with the Lender’s formation of a Syndicate, the Lender hereby covenants that it shall and shall procure the other lenders of the Syndicate to enter into an amendment and restatement of this Agreement, and/or any other loan documentation, each in form and substance reasonably satisfactory to the Borrower (Agents and the “Syndicate Loan Documents”)Borrowers. The Lender agrees that the commercial terms and conditions of the Syndicate Loan Documents shall: (i) not modify the terms and conditions set forth herein and/or in the other Finance Documents (includingSuch assistance shall include, without limitation, (a) using commercially reasonable efforts to ensure that any syndication efforts benefit materially from the interest rateBorrowers’ existing lending and investment banking relationships, interest period(b) direct contact between senior management, tenorrepresentatives and advisors of the Borrowers and the proposed Lenders at times mutually agreed upon, representations(c) the Borrowers’ assistance in the preparation of marketing materials to be used in connection with the syndication, covenantsand (d) the hosting, security with the Agents, of one or more meetings of prospective Lenders at times mutually agreed upon. To assist the Agents in their syndication efforts, the Borrowers agree promptly to prepare and provide to the Agents all customary information with respect to the Borrowers and their respective subsidiaries, the Transactions and the other transactions contemplated hereby, including all financial information and projections (including financial estimates, forecasts and other terms forward-looking information, the “Syndication Projections”), as the Agents may reasonably request (including quarterly financial statements in connection with customary general syndication (it being understood that no Narrative Report shall be provided)). The Borrowers acknowledge that (a) the Agents will make available information about the Borrowers and conditions); and their Subsidiaries, and the Syndication Projections, to the proposed syndicate of Lenders and (iib) not increase any obligations or reduce any rights certain of the Borrower and/or Lenders may be “public side” Lenders (i.e. Lenders that do not wish to receive material non-public information with respect to the Shareholders Company or its securities) (each, a “Public Lender”). If reasonably requested by the Agents, the Borrowers will assist the Agents in preparing and updating an additional version of any confidential information memorandum to be used by Public Lenders. It is understood that in connection with the Borrowers’ assistance described above, authorization letters will be included in any confidential information memorandum that authorize the distribution of any confidential information memorandum to prospective Lenders, containing a representation to the Agents that the public-side version does not include material non-public information about the Company, and exculpating the Borrowers, the Investors (as defined therein), and the Agents with respect to any Facility. (e) liability related to the use of the contents of any confidential information memorandum or any related marketing material by the recipients thereof. The Borrower agrees Borrowers agree to use commercially reasonable efforts to cooperate with identify that portion of the Lender in connection with information that may be distributed to the Syndicate Loan Documents; provided Public Lenders as “PUBLIC”. The Borrowers acknowledge that the Borrower shall not following documents may be required distributed to pay Public Lenders (unless the Borrowers promptly notify the Agents that any such document contains material non-public information with respect to the Lender Company or any other member its securities): (i) drafts and final definitive documentation with respect to the Credit Facilities; (ii) administrative materials prepared by the Agents for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda); and (iii) notification of changes in the terms of the Syndicate any additional agency fee, arrangement fee, participation fee, legal fee, or any other amounts in connection with the Syndicate or the Syndicate Loan DocumentsCredit Facilities. (f) The Lender agrees that the Borrower’s obligations and liabilities under the Finance Documents shall terminate and be fully discharged upon the execution and effectiveness of the Syndicate Loan Documents.

Syndication. Without limiting Lender’s rights under Section 11.1, the provisions of this Section 11.8 shall only apply in the event that the Loan is syndicated in accordance with the provisions of this Section 11.8 set forth below. (a) Subject Sale of Loan, Co-Lenders, Participations and Servicing. (i) Lender and any Co-Lender may, at their option, without Borrower’s consent (but with notice to Borrower), sell with novation all or any part of their right, title and interest in, and to, and under the Loan (the “Syndication”), to one or more additional lenders (each a “Co-Lender”). Each additional Co-Lender shall enter into an assignment and assumption agreement (the “Assignment and Assumption”) assigning a portion of Lender’s or Co-Lender’s rights and obligations under the Loan, and pursuant to which the additional Co-Lender accepts such assignment and assumes the assigned obligations. From and after the effective date specified in the Assignment and Assumption (i) each Co-Lender shall be a party hereto and to each Loan Document to the extent of the applicable percentage or percentages set forth in the Assignment and Assumption and, except as specified otherwise herein, shall succeed to the rights and obligations of Lender and the Co-Lenders hereunder and thereunder in respect of the Loan, and (ii) Lender, as lender and each Co-Lender, as applicable, shall, to the extent such rights and obligations have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations hereunder and under the Loan Documents. (ii) The liabilities of Lender and each of the Co-Lenders shall be several and not joint, and Lender’s and each Co-Lender’s obligations to Borrower under this Agreement shall be reduced by the amount of each such Assignment and Assumption. Neither Lender nor any Co-Lender shall be responsible for the obligations of any other Co-Lender. Lender and each Co-Lender shall be liable to Borrower only for their respective proportionate shares of the Loan. (iii) Borrower agrees that it shall, in connection with any sale of all or any portion of the Loan, whether in whole or to an additional Co-Lender or Participant, within ten (10) Business Days after requested by Agent, furnish Agent with the certificates required under Sections 4.12 and 4.13 hereof and such other information as reasonably requested by any additional Co-Lender or Participant in performing its due diligence in connection with its purchase of an interest in the Loan. (iv) Lender (or an Affiliate of Lender) shall act as administrative agent for itself and the Co-Lenders (together with any successor administrative agent, the “Agent”) pursuant to this Section 11.8. Borrower acknowledges that Lender, as Agent, shall have the sole and exclusive authority to execute and perform this Agreement and each Loan Document on behalf of itself, as Lender and as agent for itself and the Co-Lenders subject to the terms of the Co-Lending Agreement. Lender acknowledges that Lender, as Agent, shall retain the exclusive right to grant approvals and conditions give consents with respect to all matters requiring consent hereunder. Except as otherwise provided herein, Borrower shall have no obligation to recognize or deal directly with any Co-Lender, and no Co- Lender shall have any right to deal directly with Borrower with respect to the rights, benefits and obligations of Borrower under this Agreement, the Loan Documents or any one or more documents or instruments in respect thereof. Borrower may rely conclusively on the actions of Lender as Agent to bind Lender and the Co-Lenders, notwithstanding that the particular action in question may, pursuant to this Agreement (including Sections 19.1 and 19.2), or the Co-Lending Agreement be subject to the consent or direction of some or all of the Co-Lenders. Lender may organize a syndicate resign as Agent of lenders (the “Syndicate”) Co-Lenders, in its sole discretion, or if required to whom by the Lender may assign, novate or otherwise transfer up to sixty percent (60%) of its original Commitment hereunder (together Co-Lenders in accordance with the Lender’s rightsterm of the Co-Lending Agreement, interests and obligations related thereto). (b) In in each case without the event consent of but upon prior written notice to Borrower. Upon any such resignation, a Syndicate is formed successor Agent shall be determined pursuant to the terms hereinof the Co- Lending Agreement. The term Agent shall mean any successor Agent. (v) Notwithstanding any provision to the contrary in this Agreement, the Agent shall not have any duties or responsibilities except those expressly set forth herein (and in the Co-Lending Agreement) and no covenants, functions, responsibilities, duties, obligations or liabilities of Agent shall be implied by or inferred from this Agreement, the Co-Lending Agreement, or any other Loan Document, or otherwise exist against Agent. (vi) Except to the extent its obligations hereunder and its interest in the Loan have been assigned pursuant to one or more Assignments and Assumption, Lender, as Agent, shall have the same rights and powers under this Agreement as any other Co- Lender and may exercise the same as though it were not Agent, respectively. The term “Co-Lender” or “Co-Lenders” shall, unless otherwise expressly indicated, include Lender in its individual capacity. Lender and the other Co-Lenders and their respective Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, Borrower, or any Affiliate of Borrower and any Person who may do business with or own securities of Borrower or any Affiliate of Borrower, all as if they were not serving in such capacities hereunder and without any duty to account therefor to each other. (vii) If required by any Co-Lender, Borrower hereby agrees to execute a note split agreement in a form reasonably acceptable to Lender along with supplemental notes in favor of Lender and each Co-Lender in the principal amount of each party’s pro rata share of the Loan substantially in the form of the Note, and such supplemental notes shall (i) be payable, respectively, to the order of Lender and each such Co-Lender and (ii) mature on the Maturity Date. Each such supplemental note shall provide that it evidences a portion of the existing indebtedness hereunder and under the original Note and not any new or additional indebtedness of Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental notes along with any note splitter agreement. (viii) Lender, as Agent, shall maintain at its domestic lending office or at such other location as Lender, as Agent, shall designate in writing to each Co-Lender and Borrower a copy of each Assignment and Assumption delivered to and accepted by it and a register for the recordation of the names and addresses of the Co-Lenders, the amount of each Co-Lender’s proportionate share of the Loan and the name and address of each Co-Lender’s agent for service of process (the “Register”). The entries in the Register shall be conclusive and binding for all times no less than forty percent purposes, absent manifest error, and Borrower, Lender, as Agent, and the Co-Lenders may treat each person or entity whose name is recorded in the Register as a Co-Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection and copying by Borrower or any Co-Lender during normal business hours upon reasonable prior notice to the Agent. A Co-Lender may change its address and its agent for service of process upon written notice to Lender, as Agent, which notice shall only be effective upon actual receipt by Lender, as Agent, which receipt will be acknowledged by Lender, as Agent, upon request. (40%ix) Notwithstanding anything herein to the contrary, any financial institution or other entity may be sold a participation interest in the Loan by Lender or any Co- Lender without Borrower’s consent (such financial institution or entity, a “Participant”). No Participant shall have any rights under this Agreement, the Note or any of the Loan Documents and no more than fifty percent (50%) the Participant’s rights in respect of such participation shall be solely against Lender or Co-Lender, as the case may be, as set forth in the participation agreement executed by and between Lender or Co-Lender, as the case may be, and such Participant. Borrower may rely conclusively on the actions of Lender as Agent to bind Lender and any Participant, notwithstanding that the particular action in question may, pursuant to this Agreement or any participation agreement be subject to the consent or direction of some or all of the Participants. No participation shall relieve Lender or Co- Lender, as the case may be, from its obligations hereunder or under the Note or the Loan Documents and Lender or Co- Lender, as the case may be, shall remain solely responsible for the performance of its original Commitment obligations hereunder. (cx) The Borrower agrees that if the terms and conditions with respect to a Lender Transfer and formation of a Syndicate as Notwithstanding any other provision set forth in this Section 19 have, in the Borrower’s opinion, been satisfied, the Borrower will apppoint the Lender as the lead arranger, security agent and facility agent of the Syndicate; provided that the Lender shall at all times remain the lead arranger, security agent and facility agent of the Syndicate. (d) In connection with the Lender’s formation of a Syndicate, the Lender hereby covenants that it shall and shall procure the other lenders of the Syndicate to enter into an amendment and restatement of this Agreement, and/or Lender or any other loan documentation, each Co-Lender may at any time create a security interest in form and substance satisfactory to the Borrower (the “Syndicate Loan Documents”). The Lender agrees that the commercial terms and conditions all or any portion of the Syndicate Loan Documents shall: (i) not modify the terms and conditions set forth herein and/or in the other Finance Documents its rights under this Agreement (including, without limitation, the interest rate, interest period, tenor, representations, covenants, security and other terms and conditions); and (ii) not increase amounts owing to it in favor of any obligations or reduce any rights Federal Reserve Bank in accordance with Regulation A of the Borrower and/or the Shareholders with respect to any Facility. (e) The Borrower agrees to use commercially reasonable efforts to cooperate with the Lender in connection with the Syndicate Loan Documents; provided that the Borrower shall not be required to pay to the Lender or any other member Board of Governors of the Syndicate any additional agency fee, arrangement fee, participation fee, legal fee, or any other amounts in connection with the Syndicate or the Syndicate Loan DocumentsFederal Reserve System). (f) The Lender agrees that the Borrower’s obligations and liabilities under the Finance Documents shall terminate and be fully discharged upon the execution and effectiveness of the Syndicate Loan Documents.

Syndication. (a) Subject to the terms Healthcare Laws, Landlord will offer Tenant and conditions of this Agreement (including Sections 19.1 and 19.2), any physicians which own an interest in Tenant the Lender may organize a syndicate of lenders (the “Syndicate”) opportunity to whom the Lender may assign, novate or otherwise transfer purchase up to sixty any aggregate forty-nine percent (6049%) of the member interest in Landlord. Such offer shall be made by Landlord to Tenant and its original Commitment hereunder physicians owners within fifteen (together with 15) days subsequent to receipt by Landlord of written notice from Tenant requesting such offer be made (the Lender’s rights"Offer Request Notice"), interests which notice shall include the names and obligations related thereto). (b) In addresses of all parties eligible to receive the event a Syndicate offer. Tenant shall have the right to submit the Offer Request Notice only during the period which is formed pursuant to the terms herein, the Lender shall maintain at all times no not less than forty percent six (40%6) months and no more than fifty nine (9) months subsequent to the Commencement Date (the "Offer Notice Period"). In the event Tenant fails to deliver to Landlord the Offer Request Notice during the Offer Notice Period, then neither Tenant nor its physician owners shall have any further right to acquire any member interest in Landlord. If the Offer Request Notice shall be timely given, then Landlord, within thirty (30) days subsequent to receipt of the Offer Request Notice, shall deliver to the parties identified in the Offer Request Notice an offer (the "Purchase Offer") allowing such parties to purchase from Landlord, at a price determined on the basis of the historical cost of the assets owned by Landlord (which price shall be set forth in the Purchase Offer), up to an aggregate of forty-nine percent (5049%) of the member interest in Landlord. Tenant and its original Commitment hereunder. physician owners will invest on an equal basis (cbased on the historical costs of Landlord's assets) The Borrower agrees that if with the terms and conditions with respect members of Landlord. In the event Tenant or any one or more of its physician owners shall wish to a Lender Transfer and formation accept the Purchase Offer, Tenant, within fifteen (15) days subsequent to the date of a Syndicate as the Purchase Offer, shall provide written notice to Landlord of the acceptance of the Purchase Offer (the "Acceptance Notice"), which notice shall set forth the parties which accept the Purchase Offer and the percentage of member interest to be acquired by each party (up to an aggregate of forty-nine percent (49%) of the member interest in this Section 19 haveLandlord). Thereafter, the conveyance of the member interest shall occur on the fifteenth (15th) day subsequent to Landlord's receipt of the Acceptance Notice and on such date the parties which accepted the Purchase Offer shall pay the purchase price for such party's member interest and Landlord shall convey such interest to such party. Landlord shall have no obligation to convey any member interest to any party which is not listed in the Borrower’s opinion, been satisfied, the Borrower will apppoint the Lender as the lead arranger, security agent Acceptance Notice and facility agent of the Syndicate; provided that the Lender shall at all times remain the lead arranger, security agent Tenant hereby indemnifies and facility agent of the Syndicate. (d) In connection with the Lender’s formation of a Syndicate, the Lender hereby covenants that it shall and shall procure the other lenders of the Syndicate to enter into an amendment and restatement of this Agreement, and/or any other loan documentation, each in form and substance satisfactory to the Borrower (the “Syndicate Loan Documents”). The Lender agrees that the commercial terms and conditions of the Syndicate Loan Documents shall: (i) not modify the terms and conditions set forth herein and/or in the other Finance Documents (including, without limitation, the interest rate, interest period, tenor, representations, covenants, security and other terms and conditions); and (ii) not increase any obligations or reduce any rights of the Borrower and/or the Shareholders holds harmless Landlord with respect to any Facilityclaims, causes of action, damages, costs, fees, expenses or other liabilities which Landlord may or does incur as a result of any threatened or actual claims by parties not listed in the Acceptance Notice. In the event the Acceptance Notice is not timely delivered to Landlord, Landlord shall have no further obligation to convey any member interest to Tenant and its physician owners. (e) The Borrower agrees to use commercially reasonable efforts to cooperate with the Lender in connection with the Syndicate Loan Documents; provided that the Borrower shall not be required to pay to the Lender or any other member of the Syndicate any additional agency fee, arrangement fee, participation fee, legal fee, or any other amounts in connection with the Syndicate or the Syndicate Loan Documents. (f) The Lender agrees that the Borrower’s obligations and liabilities under the Finance Documents shall terminate and be fully discharged upon the execution and effectiveness of the Syndicate Loan Documents.

Syndication. Without limiting Lender’s rights under Section 11.1, the provisions of this Section 11.8 shall only apply in the event that the Loan is syndicated in accordance with the provisions of this Section 11.8 set forth below. (a) Subject Sale of Loan, Co-Lenders, Participations and Servicing. (i) Lender and any Co-Lender may, at their option, without Borrower’s consent (but with notice to the terms and conditions of this Agreement (including Sections 19.1 and 19.2Borrower), sell with novation all or any part of their right, title and interest in, and to, and under the Lender may organize a syndicate of lenders Loan (the “SyndicateSyndication”), to one or more additional lenders (each a “Co-Lender”). Each additional Co-Lender shall enter into an assignment and assumption agreement (the “Assignment and Assumption”) assigning a portion of Lender’s or Co-Lender’s rights and obligations under the Loan, and pursuant to whom which the additional Co-Lender accepts such assignment and assumes the assigned obligations. From and after the effective date specified in the Assignment and Assumption (i) each Co-Lender shall be a party hereto and to each Loan Document to the extent of the applicable percentage or percentages set forth in the Assignment and Assumption and, except as specified otherwise herein, shall succeed to the rights and obligations of Lender and the Co‑Lenders hereunder and thereunder in respect of the Loan, and (ii) Lender, as lender and each Co-Lender, as applicable, shall, to the extent such rights and obligations have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations hereunder and under the Loan Documents. (ii) The liabilities of Lender and each of the Co-Lenders shall be several and not joint, and Lender’s and each Co-Lender’s obligations to Borrower under this Agreement shall be reduced by the amount of each such Assignment and Assumption. Neither Lender nor any Co-Lender shall be responsible for the obligations of any other Co-Lender. Lender and each Co-Lender shall be liable to Borrower only for their respective proportionate shares of the Loan. (iii) Borrower agrees that it shall, in connection with any sale of all or any portion of the Loan, whether in whole or to an additional Co-Lender or Participant, within ten (10) Business Days after requested by Agent, furnish Agent with the information and certificates required under Sections 4.12 and 4.13 hereof. Subject in all events to the provisions of Section 17.11(b), Lender may assignfurnish any information concerning the Borrower, novate any other Borrower Party or otherwise transfer up any affiliate thereof in the possession of such Lender from time to sixty percent time to Co-Lenders and Participants (60%) of its original Commitment hereunder (together with the Lender’s rights, interests including prospective Co-Lenders and obligations related theretoParticipants). (biv) In Lender (or an Affiliate of Lender) shall act as administrative agent for itself and the event Co-Lenders (together with any successor administrative agent, the “Agent”) pursuant to this Section 11.8. Borrower acknowledges that Lender, as Agent, shall have the sole and exclusive authority to execute and perform this Agreement and each Loan Document on behalf of itself, as Lender and as agent for itself and the Co-Lenders subject to the terms of the Co-Lending Agreement. Lender acknowledges that Lender, as Agent, shall retain the exclusive right to grant approvals and give consents with respect to all matters requiring consent hereunder. Except as otherwise provided herein, Borrower shall have no obligation to recognize or deal directly with any Co-Lender, and no Co- Lender shall have any right to deal directly with Borrower with respect to the rights, benefits and obligations of Borrower under this Agreement, the Loan Documents or any one or more documents or instruments in respect thereof. Borrower may rely conclusively on the actions of Lender as Agent to bind Lender and the Co-Lenders, notwithstanding that the particular action in question may, pursuant to this Agreement or the Co-Lending Agreement be subject to the consent or direction of some or all of the Co-Lenders. Lender may resign as Agent of the Co-Lenders, in its sole discretion, or if required to by the Co-Lenders in accordance with the term of the Co-Lending Agreement, in each case without the consent of but upon prior written notice to Borrower. Upon any such resignation, a Syndicate is formed successor Agent shall be determined pursuant to the terms hereinof the Co-Lending Agreement, subject to the consent of Borrower (provided no Event of Default has occurred, which consent shall not be unreasonably withheld, conditioned or delayed). The term Agent shall mean any successor Agent. (v) Notwithstanding any provision to the contrary in this Agreement, the Agent shall not have any duties or responsibilities except those expressly set forth herein (and in the Co-Lending Agreement) and no covenants, functions, responsibilities, duties, obligations or liabilities of Agent shall be implied by or inferred from this Agreement, the Co-Lending Agreement, or any other Loan Document, or otherwise exist against Agent. (vi) Except to the extent its obligations hereunder and its interest in the Loan have been assigned pursuant to one or more Assignments and Assumption, Lender, as Agent, shall have the same rights and powers under this Agreement as any other Co-Lender and may exercise the same as though it were not Agent, respectively. The term “Co-Lender” or “Co-Lenders” shall, unless otherwise expressly indicated, include Lender in its individual capacity. Lender and the other Co‑Lenders and their respective Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, Borrower, or any Affiliate of Borrower and any Person who may do business with or own securities of Borrower or any Affiliate of Borrower, all as if they were not serving in such capacities hereunder and without any duty to account therefor to each other. (vii) If required by any Co-Lender, Borrower hereby agrees to execute supplemental notes in the principal amount of such Co-Lender’s pro rata share of the Loan substantially in the form of the Note, and such supplemental note shall (i) be payable to order of such Co-Lender, (ii) be dated as of the Closing Date, and (iii) mature on the Maturity Date. Such supplemental note shall provide that it evidences a portion of the existing indebtedness hereunder and under the Note and not any new or additional indebtedness of Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental notes. (viii) Lender, as Agent, shall maintain at its domestic lending office or at such other location as Lender, as Agent, shall designate in writing to each Co-Lender and Borrower a copy of each Assignment and Assumption delivered to and accepted by it and a register for the recordation of the names and addresses of the Co-Lenders, the amount of each Co-Lender’s proportionate share of the Loan and the name and address of each Co-Lender’s agent for service of process (the “Register”). The entries in the Register shall be conclusive and binding for all times no less than forty percent purposes, absent manifest error, and Borrower, Lender, as Agent, and the Co-Lenders may treat each person or entity whose name is recorded in the Register as a Co-Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection and copying by Borrower or any Co-Lender during normal business hours upon reasonable prior notice to the Agent. A Co-Lender may change its address and its agent for service of process upon written notice to Lender, as Agent, which notice shall only be effective upon actual receipt by Lender, as Agent, which receipt will be acknowledged by Lender, as Agent, upon request. (40%ix) Notwithstanding anything herein to the contrary, any financial institution or other entity may be sold a participation interest in the Loan by Lender or any Co-Lender without Borrower’s consent (such financial institution or entity, a “Participant”). No Participant shall have any rights under this Agreement, the Note or any of the Loan Documents and no more than fifty percent (50%) the Participant’s rights in respect of such participation shall be solely against Lender or Co-Lender, as the case may be, as set forth in the participation agreement executed by and between Lender or Co-Lender, as the case may be, and such Participant. Borrower may rely conclusively on the actions of Lender as Agent to bind Lender and any Participant, notwithstanding that the particular action in question may, pursuant to this Agreement or any participation agreement be subject to the consent or direction of some or all of the Participants. No participation shall relieve Lender or Co-Lender, as the case may be, from its obligations hereunder or under the Note or the Loan Documents and Lender or Co- Lender, as the case may be, shall remain solely responsible for the performance of its original Commitment obligations hereunder. (cx) The Borrower agrees that if the terms and conditions with respect to a Lender Transfer and formation of a Syndicate as Notwithstanding any other provision set forth in this Section 19 have, in the Borrower’s opinion, been satisfied, the Borrower will apppoint the Lender as the lead arranger, security agent and facility agent of the Syndicate; provided that the Lender shall at all times remain the lead arranger, security agent and facility agent of the Syndicate. (d) In connection with the Lender’s formation of a Syndicate, the Lender hereby covenants that it shall and shall procure the other lenders of the Syndicate to enter into an amendment and restatement of this Agreement, and/or Lender or any other loan documentation, each Co‑Lender may at any time create a security interest in form and substance satisfactory to the Borrower (the “Syndicate Loan Documents”). The Lender agrees that the commercial terms and conditions all or any portion of the Syndicate Loan Documents shall: (i) not modify the terms and conditions set forth herein and/or in the other Finance Documents its rights under this Agreement (including, without limitation, the interest rate, interest period, tenor, representations, covenants, security and other terms and conditions); and (ii) not increase amounts owing to it in favor of any obligations or reduce any rights Federal Reserve Bank in accordance with Regulation A of the Borrower and/or the Shareholders with respect to any Facility. (e) The Borrower agrees to use commercially reasonable efforts to cooperate with the Lender in connection with the Syndicate Loan Documents; provided that the Borrower shall not be required to pay to the Lender or any other member Board of Governors of the Syndicate any additional agency fee, arrangement fee, participation fee, legal fee, or any other amounts in connection with the Syndicate or the Syndicate Loan DocumentsFederal Reserve System). (f) The Lender agrees that the Borrower’s obligations and liabilities under the Finance Documents shall terminate and be fully discharged upon the execution and effectiveness of the Syndicate Loan Documents.

Syndication. Subject to the following paragraphs of this Section 2, the Lead Arrangers reserve the right, prior to or after the date of the funding of the First Lien P2P Facility but in any event not prior to the publication of the first Rule 2.7 Announcement, to syndicate all or a portion of the commitments of Nomura, Jefferies and Macquarie Lender (the “Initial Lenders”) to provide Term Loans in respect of the First Lien P2P Facility (but not the Cash Flow Bridge Facility) to one or more banks, financial institutions or other institutional lenders and investors reasonably acceptable to you (such acceptance not to be unreasonably withheld, denied, delayed or conditioned) (such institutions to exclude, in any event, Disqualified Institutions) (the “Lenders”) identified by the Lead Arrangers in consultation with you, including, without limitation, any relationship lenders designated by you and reasonably acceptable to the Lead Arrangers, provided that we agree not to syndicate our commitments to Disqualified Lenders (as defined in the First Lien P2P Credit Agreement). Notwithstanding anything to the contrary in this Section 2, prior to the expiry of the Certain Funds Period, (a) Subject each Initial Lender shall remain obligated to fund its commitments under the terms First Lien P2P Facility, subject only to satisfaction of the conditions precedent to utilization of the First Lien P2P Facility set out in Sections 4.01 and conditions 4.02 of this Agreement (including Sections 19.1 and 19.2)the First Lien P2P Credit Agreement, the Lender may organize a syndicate notwithstanding any syndication, assignment or participation of lenders (the “Syndicate”) to whom the Lender may assign, novate or otherwise transfer up to sixty percent (60%) any of its original Commitment hereunder (together with commitments in respect of the Lender’s rightsFirst Lien P2P Facility, interests and obligations related thereto). (b) In no Initial Lender shall be relieved, released or novated from its obligations hereunder or under the event a Syndicate is formed First Lien P2P Credit Agreement (including, subject to the satisfaction of the conditions set forth in the First Lien P2P Credit Agreement, its obligation to fund the First Lien P2P Facility) in connection with any syndication, assignment or participation of the First Lien P2P Facility, (c) no assignment or novation by any Initial Lender shall become effective as between the Borrower and the Initial Lenders with respect to all or any portion of any Initial Lender’s commitments in respect of the First Lien P2P Facility and (d) prior to the Closing Date, each Initial Lender shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the First Lien P2P Facility, including all rights with respect to consents, modifications, supplements, waivers and amendments (provided, that, nothing herein shall limit the rights of the Credit Parties pursuant hereto or pursuant to the terms herein, the Lender shall maintain at all times no less than forty percent (40%) and no more than fifty percent (50%) of its original Commitment hereunder. (c) The Borrower agrees that if the terms and conditions with respect to a Lender Transfer and formation of a Syndicate as set forth in this Section 19 have, in the Borrower’s opinion, been satisfied, the Borrower will apppoint the Lender as the lead arranger, security agent and facility agent of the Syndicate; provided that the Lender shall at all times remain the lead arranger, security agent and facility agent of the Syndicate. (d) In connection with the Lender’s formation of a Syndicate, the Lender hereby covenants that it shall and shall procure the other lenders of the Syndicate to enter into an amendment and restatement of this Agreement, and/or any other loan documentation, each in form and substance satisfactory to the Borrower (the “Syndicate Loan Documents”). The Lender agrees that the commercial terms and conditions of the Syndicate Loan Documents shall: (i) not modify the terms and conditions set forth herein and/or in the other Finance Documents (including, without limitation, the interest rate, interest period, tenor, representations, covenants, security and other terms and conditions); and (ii) not increase any obligations or reduce any their consent rights of the Borrower and/or the Shareholders with respect to any assignment, modification, supplement, waiver or amendment). Furthermore, each Initial Lender undertakes that it will not enter into any agreement, contract or transaction that is designed or intended to directly or indirectly relieve any Initial Lender from any of its commitments, liabilities or obligations set forth in the First Lien P2P Credit Agreement or this letter prior to the expiry of the Certain Funds Period. Without limiting your obligations to assist with syndication efforts as set forth herein, it is understood that the Initial Lenders’ commitments in respect of the First Lien P2P Facility are not conditioned upon the syndication of, or receipt of commitments in respect of, the First Lien P2P Facility and in no event shall the commencement or successful completion of syndication of the First Lien P2P Facility constitute a condition to the availability of the First Lien P2P Facility. . Each Lead Arranger confirms that it is aware of the obligations and restrictions imposed by the City Code as they relate to the syndication of indebtedness of UK Bidco and its Affiliates following the publication of the Rule 2.7 Announcement, including without limitation Rule 20.1 of the City Code and Practice Statement No. 25 (eDebt Syndication During Offer Periods) The Borrower published by the Panel (the “Practice Statement”). Notwithstanding anything to the contrary in this Section 2, each Lead Arranger agrees that, prior to the expiry of the Certain Funds Period, it will not commence any syndication, assignment or participation of the First Lien P2P Facility until an appropriate syndication protocol with respect to the distribution of non-public information in respect of the Initial Borrower, UK Bidco, the Target of any of their respective Subsidiaries or Affiliates, including without limitation for the purpose of determination that the requirements set forth in Rule 20.1 of the City Code and paragraph 4 of the Practice Statement have been met (the “Syndication Protocol”) has been agreed between the Initial Borrower, the Lead Arrangers and the financial advisor to UK Bidco in respect of the Scheme or Offer described in the first Rule 2.7 Announcement (the “Financial Advisor”) and, if considered necessary by the Financial Advisor, has been approved by the Panel. Subject to (and without limitation of) the other provisions of this Section 2, the Lead Arrangers may commence syndication efforts promptly upon the execution of this Fee Letter, and as part of their syndication efforts, it is their intent to have Lenders commit to the First Lien P2P Facility prior to the Closing Date. Until the earlier of (i) a Successful First Lien Syndication (as defined below) and (ii) the 30th day after the Closing Date (such earlier date, the “Syndication Date”), you agree to actively assist the Lead Arrangers in seeking to complete a timely syndication that is reasonably satisfactory to us and you. In connection with the syndication of the First Lien P2P Facility, such assistance shall include (i) your using commercially reasonable efforts to ensure that the syndication efforts benefit from your and the Sponsor’s existing banking relationships and, to the extent practical and appropriate and not in contravention of the City Code or the Practice Statement, the Target’s existing lending and investment banking relationships, (ii) your using commercially reasonable efforts to cause direct contact between your senior management, representatives and advisors on the one hand, and the proposed Lenders on the other hand at mutually agreed upon times (which may be conducted virtually or telephonically) (and, to the extent practical and appropriate and not in contravention of the Practice Statement, your using commercially reasonable efforts to arrange such contact between senior management, representatives and advisors of Target, on the one hand, and the proposed Lenders, on the other hand), (iii) assist in the preparation of customary marketing materials (including customary authorization letters) for transactions of this type for the First Lien P2P Facility to be used in connection with the syndication of the First Lien P2P Facility (including but not limited to a customary lender presentation) (including the use of commercially reasonable efforts to cause the Target to assist to the extent practical and appropriate and not in contravention of the Practice Statement), (iv) host, with the Lead Arrangers and at the request of the Lead Arrangers, one meeting (which may be virtual) or conference call with prospective Lenders (and your using commercially reasonable efforts to cause the senior management, representatives and advisors of the Target to be available for such meetings to the extent practical and appropriate and not in contravention of the Practice Statement), (v) obtain, prior to the launch of syndication, (x) public corporate/family ratings for TIBCO and (y) public ratings for the First Lien P2P Facility from each of Xxxxx’x Investors Service, Inc. and Standard & Poor’s Ratings Group (but, for the avoidance of doubt and in each case of (x) and (y), no specific or “minimum” ratings) and (vi) ensure that, prior to the later of the Syndication Date and the Closing Date, there shall be no competing offering, placement or arrangement of any debt securities or syndicated credit facility by TIBCO Holdings, you or any of your or their respective Subsidiaries (other than the Target and its Subsidiaries) other than the First Lien P2P Facility, indebtedness consisting of working capital, purchase money, equipment financing or letter of credit obligations, in each case, incurred in the ordinary course of business or consistent with past practice, and indebtedness approved by the Lead Arrangers (such consent not to be unreasonably withheld, denied, delayed or conditioned) without the prior written consent of the Lead Arrangers if such offering, placement or arrangement would reasonably have been expected to have a materially detrimental effect upon the primary syndication of the First Lien P2P Facility. For the avoidance of doubt, you will not be required to provide any information to the extent that the provision thereof would violate or waive any attorney-client or other privilege, constitute attorney work product or violate or contravene any law, rule or regulation, or any obligation of confidentiality (not created in contemplation of this Fee Letter) binding on you or your subsidiaries or affiliates (provided that in the event that you do not provide information in reliance on the exclusions in this sentence relating to violation of any obligation of confidentiality, you shall use commercially reasonable efforts to cooperate (x) provide notice to the Lead Arrangers promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not, in your reasonable judgement, violate or contravene any law, rule or regulation or such obligation of confidentiality or waive any such attorney client or other privilege) and (y) provide such information in a manner that would not be so prohibited or restricted or which would not result in such waiver or violation). Notwithstanding anything to the contrary in this Xxxxxxx 0, xxxx of TIBCO, the Borrower, UK Bidco, the Target nor any of their respective Subsidiaries or Affiliates shall be required to take any action or provide information to any person or in any manner to the extent that such action or the provision of such information to such person or in such manner would be inconsistent with the City Code or would require any such information to be made available to the shareholders of the Target generally (including without limitation pursuant to Rule 20.1 of the City Code). Notwithstanding anything to the contrary contained in this Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, your obligations to assist in syndication efforts as provided herein (including your assistance in the obtaining of the ratings referenced above and compliance with any of the provisions set forth in clauses (i) through (vi) above) shall not constitute a condition to the commitments under the First Lien P2P Credit Agreement or the funding of the First Lien P2P Facility on the Closing Date The Lead Arrangers will manage, with your approval and in compliance with the Syndication Protocol, all aspects of the syndication of the First Lien P2P Facility, including, without limitation: (A) selection of Lenders, and excluding Disqualified Institutions (and such selection shall be made only with your approval), (B) determination of when the Lead Arrangers will approach prospective Lenders, the time of acceptance of the Lenders’ commitments, and the final allocations of the commitments among the Lenders (and each such determination shall, in each case, be made only with your approval), (C) assisting you in preparing informational materials to be used in connection with the syndication of the First Lien P2P Facility (and such information materials shall be disclosed only with your approval), (D) regularly updating you as to the progress of syndication efforts and any information reasonably requested by you with respect thereto and (E) facilitating communication between you and prospective Lenders. You agree, at the reasonable request of the Lead Arrangers, to assist in the preparation of a version of the marketing materials to be used in connection with the syndication of the First Lien P2P Facility, consisting exclusively of information and documentation that is Public Side Communication. You hereby acknowledge that the Lead Arrangers will make available, on a confidential basis, the lender presentation and other offering and marketing materials and presentations to be used in connection with the syndication of the First Lien P2P Facility, approved by you (such lender presentation and other offering and marketing material, collectively, the “Information Materials”), to the proposed syndicate of Lenders by posting the Information Materials on Intralinks, SyndTrak Online or by similar electronic means; provided that the Lead Arrangers acknowledge and agree that you shall be a third party beneficiary of any confidentiality or use restrictions in any information and documents (including, without limitation, the Information Materials) relating to the First Lien P2P Facility transmitted through SyndTrak, Intralink, the internet, e-mail or similar electronic transmission systems. Before distribution of any Information Materials, you agree to identify that portion of the Information Materials that may be distributed to public-side lenders and that you will clearly and conspicuously xxxx such materials “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof. By marking Information Materials as “PUBLIC”, you shall be deemed to have authorized the Lead Arrangers and the proposed Lenders to treat such Information Materials as not containing any Private Side Communication (it being understood that you shall not be under any obligation to xxxx the Information Materials “PUBLIC”). You agree that, subject to the immediately following paragraph, unless expressly identified as “PUBLIC”, each document to be disseminated by the Lead Arrangers to any Lender in connection with the Syndicate Loan Documents; provided that the Borrower shall not First Lien P2P Facility will be required deemed to pay to the Lender or any other member of the Syndicate any additional agency fee, arrangement fee, participation fee, legal fee, or any other amounts in connection with the Syndicate or the Syndicate Loan Documentscontain Private Side Communication. (f) The Lender agrees that the Borrower’s obligations and liabilities under the Finance Documents shall terminate and be fully discharged upon the execution and effectiveness of the Syndicate Loan Documents.

Syndication. 1.1 The Arrangers shall be entitled to commence Syndication of the Facilities if: (a) Subject to the terms and conditions of this Agreement (including Sections 19.1 and 19.2)on 31 August 2022, the Lender may organize a syndicate aggregate principal amount of lenders the Loans then outstanding under the Facilities is more than 50% of the Total Commitments (as at the “Syndicate”) to whom date of the Lender may assign, novate or otherwise transfer up to sixty percent (60%) of its original Commitment hereunder (together with the Lender’s rights, interests and obligations related theretoFacilities Agreement).; or (b) In the event a Syndicate is formed pursuant Company consents. 1.2 If the Arrangers have become entitled to the terms hereincommence Syndication, the Lender shall maintain at all times no less than forty percent Arrangers shall, in consultation with the Company, decide on the strategy to be adopted for Syndication (40%including timing and the selection of potential Lenders) and no more than fifty percent (50%) of its original Commitment hereunder. (c) The Borrower agrees that if the terms and conditions with respect to a Lender Transfer and formation of a Syndicate as set forth in this Section 19 have, in the Borrower’s opinion, been satisfied, the Borrower will apppoint the Lender as the lead arranger, security agent and facility agent Arrangers shall manage all other aspects of the Syndicate; provided that Syndication. Subject to any applicable confidentiality agreement between the Lender shall at all times remain Company and the lead arranger, security agent and facility agent of the Syndicate. (d) In connection with the Lender’s formation of a Syndicate, the Lender hereby covenants that it shall and shall procure the other lenders of the Syndicate to enter into an amendment and restatement of this Agreement, and/or any other loan documentation, each in form and substance satisfactory to the Borrower (the “Syndicate Loan Documents”). The Lender agrees that the commercial terms and conditions of the Syndicate Loan Documents shall: (i) not modify the terms and conditions set forth herein and/or in the other Finance Documents Arrangers (including, without limitation, Clause 34 (Confidential Information) of the interest rateFacilities Agreement), interest periodthe Company authorises the Arrangers to discuss the terms of the Facilities with, tenorand to disclose those terms to, representationspotential Lenders to facilitate the Syndication. 1.3 At any time after the Arrangers have received sufficient commitments that (when reflected as participations in the Facilities) would result in a Successful Syndication, covenantsthe Arrangers may: (a) close Syndication; and (b) accept the commitments received and allocate resulting participations in the Facilities (in a way that will result in a Successful Syndication). 1.4 If: (a) at any time the Loans have been repaid and/or Commitments cancelled such that the outstanding Total Commitments at that time are less than 50% of the Total Commitments as at the date of the Facilities Agreement; or (b) by 31 October 2022, security the Arrangers have not received sufficient commitments that (when reflected as participations in the Facilities) would result in a Successful Syndication, the Arrangers may propose to the Original Lenders that the Arrangers close Syndication, accept the commitments received and other terms and conditions)allocate resulting participations in the Facilities. Following that proposal, the Original Lenders may instruct the Arrangers: (i) to close Syndication; and (ii) to accept any commitments received and to allocate resulting participations in the Facilities as directed, in each case, by the Original Lenders, and the Arrangers shall comply with those instructions. 1.5 The Arrangers may not increase any obligations close Syndication, accept commitments received or reduce any rights allocate participations in the Facilities other than in accordance with either of paragraphs 1.3 or 1.4. 1.6 The Company shall, and shall ensure that the other members of the Borrower and/or Group will, give any assistance which the Shareholders Arrangers reasonably require in relation to Syndication including, but not limited to: (a) the preparation, with respect the assistance of the Arrangers, of an information memorandum containing all relevant information (including projections) including, but not limited to, information about the Group and how the proceeds of the Facilities will be applied (the "Information Memorandum"). The Arrangers shall not distribute the Information Memorandum to potential Lenders on the Company's behalf prior to the Company approving the Information Memorandum (and the Company shall approve the Information Memorandum as soon as reasonably practicable on being satisfied that the representations in Clause 17.10 (No misleading information) of the Facilities Agreement are true in relation to the Information Memorandum); (b) providing any Facility.information reasonably requested by the Arrangers or potential Lenders in connection with Syndication; (c) making available the senior management and representatives of the Company and other members of the Group for the purposes of giving presentations to, and participating in meetings with, potential Lenders at such times and places as the Arrangers may reasonably request; (d) using reasonable efforts to ensure that Syndication benefits from the Group's existing lending relationships; (e) The Borrower agrees entering into a syndication agreement in a form to use commercially reasonable efforts to cooperate with be agreed between the Lender in connection with Arrangers, the Syndicate Loan Documentsrelevant Syndication Lenders and the Company; provided that the Borrower shall not be required to pay to the Lender or any other member of the Syndicate any additional agency fee, arrangement fee, participation fee, legal fee, or any other amounts in connection with the Syndicate or the Syndicate Loan Documents.and (f) The Lender agrees that the Borrower’s obligations and liabilities under making any minor amendments to the Finance Documents shall terminate which the Arrangers reasonably request on behalf of potential Lenders, provided that (and be fully discharged upon without limiting the execution and effectiveness generality of this paragraph) such amendments do not result in any increase in the overall cost of the Syndicate Loan DocumentsFacilities or make any of the provisions of any Finance Document more onerous for the Company.

Syndication. 1.1 The Bookrunners shall, in consultation with the Company and the Underwriters, decide on the strategy to be adopted for Syndication (including timing and the selection of potential Lenders) and the Bookrunners shall, unless otherwise stated in this Letter, in consultation with the Company, manage all other aspects of the Syndication. Subject to any applicable confidentiality agreement between the Company and the Bookrunners, the Company authorises the Bookrunners to discuss the terms of the Facilities with, and to disclose those terms to, potential Lenders included on the Syndication Lender List to facilitate the Syndication. 1.2 At any time after the Bookrunners have received sufficient commitments that (when reflected as participations in Facility A and Facility B) would result in a Successful Syndication, the Bookrunners may (after consulting with the Underwriters): (a) Subject to the terms and conditions of this Agreement (including Sections 19.1 and 19.2), the Lender may organize a syndicate of lenders (the “Syndicate”) to whom the Lender may assign, novate or otherwise transfer up to sixty percent (60%) of its original Commitment hereunder (together with the Lender’s rights, interests and obligations related thereto).close Syndication; and (b) In accept the event commitments received and allocate resulting participations in Facility A and Facility B (in a Syndicate is formed pursuant way that will result in a Successful Syndication). 1.3 Subject to paragraph 1.4 below, if by the date falling 90 days after the date of this letter the Bookrunners have not received sufficient commitments that (when reflected as participations in Facility A and Facility B) would result in a Successful Syndication, the Bookrunners may propose to the terms hereinUnderwriters that the Bookrunners close Syndication, accept the Lender shall maintain at all times no less than forty percent (40%) commitments received and no more than fifty percent (50%) of its original Commitment hereunder.allocate resulting participations in Facility A and Facility B, following which proposal the Underwriters may either: (ca) The Borrower agrees that if instruct the terms and conditions with respect to a Lender Transfer and formation of a Syndicate as set forth in this Section 19 have, in the Borrower’s opinion, been satisfied, the Borrower will apppoint the Lender as the lead arranger, security agent and facility agent of the Syndicate; provided that the Lender shall at all times remain the lead arranger, security agent and facility agent of the Syndicate. (d) In connection with the Lender’s formation of a Syndicate, the Lender hereby covenants that it shall and shall procure the other lenders of the Syndicate to enter into an amendment and restatement of this Agreement, and/or any other loan documentation, each in form and substance satisfactory to the Borrower (the “Syndicate Loan Documents”). The Lender agrees that the commercial terms and conditions of the Syndicate Loan Documents shallBookrunners: (i) not modify the terms and conditions set forth herein and/or in the other Finance Documents (including, without limitation, the interest rate, interest period, tenor, representations, covenants, security and other terms and conditions)to close Syndication; and (ii) to accept any commitments received and to allocate resulting participations in Facility A and Facility B as directed, in each case, by the Underwriters; or (b) instruct the Bookrunners to continue the Syndication, and, in each case, the Bookrunners shall comply with those instructions. 1.4 To the extent that the Underwriters instruct the Bookrunners to continue the Syndication in accordance with paragraph 1.3 above, then such Underwriters may at any time thereafter together instruct the Bookrunners to close the Syndication and to accept any commitments received and to allocate resulting participations in Facility A and Facility B as directed, in each case, by the Underwriters. 1.5 The Bookrunners may not increase any obligations close Syndication, accept commitments received or reduce any rights allocate participations in Facility A and Facility B other than in accordance with either of paragraphs 1.2 or 1.3. 1.6 The Company shall, and shall ensure that the other members of the Borrower and/or Group (and their respective directors, officers, managers and employees) will, give any assistance which the Shareholders Mandated Lead Arrangers reasonably require in relation to Syndication including, but not limited to: (a) the preparation, with respect the assistance of the Mandated Lead Arrangers, of an information memorandum containing all relevant information (including projections) including, but not limited to, information about the Group and how the proceeds of the Facilities will be applied (the "Information Memorandum"). The Company shall approve the Information Memorandum before the Mandated Lead Arrangers distribute it to potential Lenders on the Company's behalf; (b) providing any Facility.information reasonably requested by the Mandated Lead Arrangers or potential Lenders in connection with Syndication that is available to the Company, having used all reasonable endeavours to obtain such information; (c) making available the senior management and representatives of the Company and other members of the Group for the purposes of giving presentations to, and participating in meetings with, potential Lenders at such times and places as the Mandated Lead Arrangers may reasonably request; (d) using best efforts to ensure that Syndication benefits from the Group's existing lending relationships; (e) The Borrower agrees agreeing to use commercially reasonable efforts to cooperate with such shorter Interest Periods during the Lender in connection with Syndication process as are necessary for the Syndicate Loan Documents; provided that the Borrower shall not be required to pay to the Lender or any other member purposes of the Syndicate any additional agency fee, arrangement fee, participation fee, legal fee, or any other amounts in connection with the Syndicate or the Syndicate Loan Documents.Syndication; (f) The Lender agrees that the Borrower’s obligations and liabilities under making any minor amendments to the Finance Documents which the Mandated Lead Arrangers reasonably request on behalf of potential Lenders (which shall terminate and be fully discharged upon not, for the execution and effectiveness avoidance of doubt, amend any of the Syndicate Loan Documentsprovisions relating to the certain funds or drawstop conditions or conditions precedent to initial Utilisation; and (g) providing all client identification materials or information as is reasonably requested by the Mandated Lead Arrangers (including on behalf of any Syndication Lenders) in connection with all applicable anti-money laundering rules and “know your customer” or other similar checks under all applicable laws and regulations.

Syndication. The Arrangers may and reserve the right to, after the execution of the Credit Agreement, syndicate all or a part of the Initial Lenders’ Commitments to one or more financial institutions and/or lenders (collectively with the Initial Lenders, the “Lenders”) in one or more stages, and you acknowledge and agree that the commencement of syndication shall occur in the discretion of the Arrangers in consultation with you. The selection of the Lenders (a) Subject to from the terms date hereof until the earlier of 30 days following the date hereof and conditions the date of this Agreement the completion of Successful Syndication (including Sections 19.1 and 19.2), the Lender may organize a syndicate of lenders as defined below) (the “SyndicateInitial Syndication Period”), shall be made jointly by the Arrangers and the Borrower in accordance with the syndication plan (the “Syndication Plan”) for the Facilities agreed to whom by the Lender may assignBorrower and the Arrangers prior to the date hereof (provided, novate or otherwise transfer up to sixty percent that such Syndication Plan shall include the pre-approval of any “Lender” under and as defined in the Existing Credit Agreement (60%) of its original Commitment hereunder (together with the Lender’s rightsas defined below)), interests and obligations related thereto). (b) In following the event Initial Syndication Period, if and for so long as a Syndicate is formed Successful Syndication (as defined below) has not been achieved, shall be made by the Arrangers in consultation with the Borrower and (c) following the achievement of a Successful Syndication, any further assignments of Commitments shall be in accordance with Section 13.1 of the Credit Agreement. The Arrangers will lead the syndication, including determining the timing of all offers to potential Lenders, any title of agent or similar designations or roles awarded to any Lender (subject, however, to your rights to appoint Additional Agents as provided above) and the acceptance of commitments, the amounts offered, the final commitment allocations and the compensation provided to each Lender from the amounts to be paid to the Initial Financing Parties pursuant to the terms hereinof the Credit Agreement and this Fee and Syndication Letter; provided, that (x) during the Initial Syndication Period, all such determinations shall be made jointly by the Arrangers and the Borrower in accordance with the Syndication Plan and (y) following the Initial Syndication Period until the achievement of a Successful Syndication, such determinations shall be made by the Arrangers in consultation with the Borrower. The Commitments of the Initial Lenders under the Credit Agreement shall be reduced on a pro rata basis (or allocated between them as they may otherwise determine) pound-for-pound as and when Commitments for the Facilities are received from Lenders to the extent that each such Lender shall maintain at all times no less than forty percent (40%) becomes a party to the Credit Agreement as a “Lender” thereunder, and no more than fifty percent (50%) of its original Commitment hereunder. (c) The Borrower agrees that if you agree, promptly upon the terms Arrangers’ request, to execute an Assignment and conditions Assumption Agreement with respect to a each Lender Transfer and formation that is selected in accordance with the foregoing provisions of this Section 2; provided, further, however, that in the case of any syndication of a Syndicate portion of the Commitments as set forth above other than to a Lender which either (x) is set forth in this Section 19 havethe Syndication Plan or the Borrower has otherwise approved (such approval not to be unreasonably withheld, in delayed or conditioned; provided, that during the Certain Funds Period such approval shall be at the Borrower’s opinionsole discretion) or (y) is a commercial or investment bank that is incorporated or organized under the laws of one of the applicable jurisdictions set forth in the Syndication Plan and whose long term senior unsecured debt is rated investment grade by Xxxxx’x Investment Services, been satisfiedInc. and S&P Global Ratings upon first becoming party to the Credit Agreement, the Borrower will apppoint the Lender as the lead arranger, security agent and facility agent Initial Lenders shall (on terms consistent with Section 13.1(3) (Participation) of the Syndicate; provided that the Lender shall at all times remain the lead arranger, security agent and facility agent of the Syndicate. (d) In connection with the Lender’s formation of a Syndicate, the Lender hereby covenants that it shall and shall procure the other lenders of the Syndicate to enter into an amendment and restatement of this Credit Agreement, and/or any other loan documentation, each in form and substance satisfactory to the Borrower (the “Syndicate Loan Documents”). The Lender agrees that the commercial terms and conditions of the Syndicate Loan Documents shall: (i) not modify be relieved, released or novated from their respective obligations under the terms and conditions set forth herein and/or in the other Finance Documents (including, without limitation, the interest rate, interest period, tenor, representations, covenants, security and other terms and conditions); and (ii) not increase any obligations or reduce any rights of the Borrower and/or the Shareholders Credit Agreement with respect to any Facility. (e) such portion of the Initial Lenders’ respective Commitments until the funding of all Advances and the Certain Funds Period has terminated. The Borrower agrees to use commercially reasonable efforts to cooperate with the Lender in connection with the Syndicate Loan Documents; provided ensure that the Arrangers’ syndication efforts benefit from the existing lending relationships of the Borrower and its subsidiaries. To facilitate an orderly and successful syndication, you agree that until the earliest of (x) the termination of the syndication by the Arrangers, (y) the date a Successful Syndication is achieved and (z) 60 days following the Closing Date (such earliest date, the “Syndication Date”), the Borrower will not, and will ensure that each of its subsidiaries shall not be required not, syndicate or issue, attempt to pay to syndicate or issue, announce or authorize the Lender announcement of the syndication or issuance of any debt facility or any other member debt or equity security of the Syndicate any additional agency fee, arrangement fee, participation fee, legal fee, Borrower or any other amounts in connection with of its subsidiaries that would reasonably be expected to materially impair the Syndicate or the Syndicate Loan Documents. (f) The Lender agrees that the Borrower’s obligations and liabilities under the Finance Documents shall terminate and be fully discharged upon the execution and effectiveness syndication of the Syndicate Loan Documents.Facilities as reasonably determined by the Arrangers, including any renewals or refinancings of any existing debt facility or debt security (other than (a) the Facilities, (b) the issuance by you of unsecured debt securities and preferred, common and/or other equity or equity-linked securities for the purpose of financing the Target Acquisition and the other Transactions in lieu of all or a portion of the Bridge Facilities or to refinance the Bridge Facilities (collectively, the “Permanent Financing”), (c) commercial paper issuance,

Syndication. Without limiting Lender’s rights under Section 11.1, the provisions of this Section 11.8 shall only apply in the event that the Loan is syndicated in accordance with the provisions of this Section 11.8 set forth below. (a) Subject Sale of Loan, Co-Lenders, Participations and Servicing. (i) Lender and any Co-Lender may, at their option, without Borrower’s consent (but with notice to the terms and conditions of this Agreement (including Sections 19.1 and 19.2Borrower), sell with novation all or any part of their right, title and interest in, and to, and under the Lender may organize a syndicate of lenders Loan (the “SyndicateSyndication”), to one or more additional lenders (each a “Co-Lender”). Each additional Co-Lender shall enter into an assignment and assumption agreement (the “Assignment and Assumption”) assigning a portion of Lender’s or Co-Lender’s rights and obligations under the Loan, and pursuant to whom which the additional Co-Lender accepts such assignment and assumes the assigned obligations. From and after the effective date specified in the Assignment and Assumption (i) each Co-Lender shall be a party hereto and to each Loan Document to the extent of the applicable percentage or percentages set forth in the Assignment and Assumption and, except as specified otherwise herein, shall succeed to the rights and obligations of Lender and the Co‑Lenders hereunder and thereunder in respect of the Loan, and (ii) Lender, as lender and each Co-Lender, as applicable, shall, to the extent such rights and obligations have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations hereunder and under the Loan Documents. (ii) The liabilities of Lender and each of the Co-Lenders shall be several and not joint, and Lender’s and each Co-Lender’s obligations to Borrower under this Agreement shall be reduced by the amount of each such Assignment and Assumption. Neither Lender nor any Co-Lender shall be responsible for the obligations of any other Co-Lender. Lender and each Co-Lender shall be liable to Borrower only for their respective proportionate shares of the Loan. (iii) Borrower agrees that it shall, in connection with any sale of all or any portion of the Loan, whether in whole or to an additional Co-Lender or Participant, within ten (10) Business Days after requested by Agent, furnish Agent with the information and certificates required under Sections 4.12 and 4.13 hereof. Subject in all events to the provisions of Section 17.11(b), Lender may assignfurnish any information concerning the Borrower, novate any other Borrower Party or otherwise transfer up any affiliate thereof in the possession of such Lender from time to sixty percent time to Co-Lenders and Participants (60%) of its original Commitment hereunder (together with the Lender’s rights, interests including prospective Co-Lenders and obligations related theretoParticipants). (biv) In Lender (or an Affiliate of Lender) shall act as administrative agent for itself and the event Co-Lenders (together with any successor administrative agent, the “Agent”) pursuant to this Section 11.8. Borrower acknowledges that Lender, as Agent, shall have the sole and exclusive authority to execute and perform this Agreement and each Loan Document on behalf of itself, as Lender and as agent for itself and the Co-Lenders subject to the terms of the Co-Lending Agreement. Lender acknowledges that Lender, as Agent, shall retain the exclusive right to grant approvals and give consents with respect to all matters requiring consent hereunder. Except as otherwise provided herein, Borrower shall have no obligation to recognize or deal directly with any Co-Lender, and no Co-Lender shall have any right to deal directly with Borrower with respect to the rights, benefits and obligations of Borrower under this Agreement, the Loan Documents or any one or more documents or instruments in respect thereof. Borrower may rely conclusively on the actions of Lender as Agent to bind Lender and the Co-Lenders, notwithstanding that the particular action in question may, pursuant to this Agreement or the Co-Lending Agreement be subject to the consent or direction of some or all of the Co-Lenders. Lender may resign as Agent of the Co-Lenders, in its sole discretion, or if required to by the Co-Lenders in accordance with the term of the Co-Lending Agreement, in each case without the consent of but upon prior written notice to Borrower. Upon any such resignation, a Syndicate is formed successor Agent shall be determined pursuant to the terms hereinof the Co- Lending Agreement, subject to the consent of Borrower (provided no Event of Default has occurred, which consent shall not be unreasonably withheld, conditioned or delayed). The term Agent shall mean any successor Agent. (v) Notwithstanding any provision to the contrary in this Agreement, the Agent shall not have any duties or responsibilities except those expressly set forth herein (and in the Co-Lending Agreement) and no covenants, functions, responsibilities, duties, obligations or liabilities of Agent shall be implied by or inferred from this Agreement, the Co-Lending Agreement, or any other Loan Document, or otherwise exist against Agent. (vi) Except to the extent its obligations hereunder and its interest in the Loan have been assigned pursuant to one or more Assignments and Assumption, Lender, as Agent, shall have the same rights and powers under this Agreement as any other Co-Lender and may exercise the same as though it were not Agent, respectively. The term “Co-Lender” or “Co-Lenders” shall, unless otherwise expressly indicated, include Lender in its individual capacity. Lender and the other Co‑Lenders and their respective Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, Borrower, or any Affiliate of Borrower and any Person who may do business with or own securities of Borrower or any Affiliate of Borrower, all as if they were not serving in such capacities hereunder and without any duty to account therefor to each other. (vii) If required by any Co-Lender, Borrower hereby agrees to execute supplemental notes in the principal amount of such Co-Lender’s pro rata share of the Loan substantially in the form of the Note, and such supplemental note shall (i) be payable to order of such Co-Lender, (ii) be dated as of the Closing Date, and (iii) mature on the Maturity Date. Such supplemental note shall provide that it evidences a portion of the existing indebtedness hereunder and under the Note and not any new or additional indebtedness of Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental notes. (viii) Lender, as Agent, shall maintain at its domestic lending office or at such other location as Lender, as Agent, shall designate in writing to each Co-Lender and Borrower a copy of each Assignment and Assumption delivered to and accepted by it and a register for the recordation of the names and addresses of the Co-Lenders, the amount of each Co-Lender’s proportionate share of the Loan and the name and address of each Co-Lender’s agent for service of process (the “Register”). The entries in the Register shall be conclusive and binding for all times no less than forty percent purposes, absent manifest error, and Borrower, Lender, as Agent, and the Co-Lenders may treat each person or entity whose name is recorded in the Register as a Co-Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection and copying by Borrower or any Co-Lender during normal business hours upon reasonable prior notice to the Agent. A Co-Lender may change its address and its agent for service of process upon written notice to Lender, as Agent, which notice shall only be effective upon actual receipt by Lender, as Agent, which receipt will be acknowledged by Lender, as Agent, upon request. (40%ix) Notwithstanding anything herein to the contrary, any financial institution or other entity may be sold a participation interest in the Loan by Lender or any Co-Lender without Borrower’s consent (such financial institution or entity, a “Participant”). No Participant shall have any rights under this Agreement, the Note or any of the Loan Documents and no more than fifty percent (50%) the Participant’s rights in respect of such participation shall be solely against Lender or Co-Lender, as the case may be, as set forth in the participation agreement executed by and between Lender or Co-Lender, as the case may be, and such Participant. Borrower may rely conclusively on the actions of Lender as Agent to bind Lender and any Participant, notwithstanding that the particular action in question may, pursuant to this Agreement or any participation agreement be subject to the consent or direction of some or all of the Participants. No participation shall relieve Lender or Co-Lender, as the case may be, from its obligations hereunder or under the Note or the Loan Documents and Lender or Co- Lender, as the case may be, shall remain solely responsible for the performance of its original Commitment obligations hereunder. (cx) The Borrower agrees that if the terms and conditions with respect to a Lender Transfer and formation of a Syndicate as Notwithstanding any other provision set forth in this Section 19 have, in the Borrower’s opinion, been satisfied, the Borrower will apppoint the Lender as the lead arranger, security agent and facility agent of the Syndicate; provided that the Lender shall at all times remain the lead arranger, security agent and facility agent of the Syndicate. (d) In connection with the Lender’s formation of a Syndicate, the Lender hereby covenants that it shall and shall procure the other lenders of the Syndicate to enter into an amendment and restatement of this Agreement, and/or Lender or any other loan documentation, each Co‑Lender may at any time create a security interest in form and substance satisfactory to the Borrower (the “Syndicate Loan Documents”). The Lender agrees that the commercial terms and conditions all or any portion of the Syndicate Loan Documents shall: (i) not modify the terms and conditions set forth herein and/or in the other Finance Documents its rights under this Agreement (including, without limitation, the interest rate, interest period, tenor, representations, covenants, security and other terms and conditions); and (ii) not increase amounts owing to it in favor of any obligations or reduce any rights Federal Reserve Bank in accordance with Regulation A of the Borrower and/or the Shareholders with respect to any Facility. (e) The Borrower agrees to use commercially reasonable efforts to cooperate with the Lender in connection with the Syndicate Loan Documents; provided that the Borrower shall not be required to pay to the Lender or any other member Board of Governors of the Syndicate any additional agency fee, arrangement fee, participation fee, legal fee, or any other amounts in connection with the Syndicate or the Syndicate Loan DocumentsFederal Reserve System). (f) The Lender agrees that the Borrower’s obligations and liabilities under the Finance Documents shall terminate and be fully discharged upon the execution and effectiveness of the Syndicate Loan Documents.

Syndication. Without limiting Lender’s rights under Section 11.1, the provisions of this Section 11.8 shall only apply in the event that the Loan is syndicated in accordance with the provisions of this Section 11.8 set forth below and shall be automatically of no further force and effect after a Securitization. (a) Subject Sale of Loan, Co-Lenders, Participations and Servicing. (i) Lender and any Co-Lender may, at their option, without Borrower’s consent (but with notice to Borrower), sell with novation all or any part of their right, title and interest in, and to, and under the Loan (the “Syndication”), to one or more additional lenders (each a “Co-Lender”). Each additional Co-Lender shall enter into an assignment and assumption agreement (the “Assignment and Assumption”) assigning a portion of Lender’s or Co-Lender’s rights and obligations under the Loan, and pursuant to which the additional Co-Lender accepts such assignment and assumes the assigned obligations. From and after the effective date specified in the Assignment and Assumption (i) each Co-Lender shall be a party hereto and to each Loan Document to the extent of the applicable percentage or percentages set forth in the Assignment and Assumption and, except as specified otherwise herein, shall succeed to the rights and obligations of Lender and the Co-Lenders hereunder and thereunder in respect of the Loan, and (ii) Lender, as lender and each Co-Lender, as applicable, shall, to the extent such rights and obligations have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations hereunder and under the Loan Documents. (ii) The liabilities of Lender and each of the Co-Lenders shall be several and not joint, and Lender’s and each Co-Lender’s obligations to Borrower under this Agreement shall be reduced by the amount of each such Assignment and Assumption. Neither Lender nor any Co-Lender shall be responsible for the obligations of any other Co-Lender. Lender and each Co-Lender shall be liable to Borrower only for their respective proportionate shares of the Loan. (iii) Borrower agrees that it shall, in connection with any sale of all or any portion of the Loan, whether in whole or to an additional Co-Lender or Participant, within ten (10) Business Days after requested by Agent, furnish Agent with the certificates required under Sections 4.12 and 4.13 hereof and such other information as reasonably requested by any additional Co-Lender or Participant in performing its due diligence in connection with its purchase of an interest in the Loan. (iv) CF (or an Affiliate of CF) shall act as administrative agent for itself and the Co-Lenders (together with any successor administrative agent, the “Agent”) pursuant to this Section 11.8. Borrower acknowledges that CF, as Agent, shall have the sole and exclusive authority to execute and perform this Agreement and each Loan Document on behalf of itself, as a Lender and as agent for itself and the Co-Lenders subject to the terms of the Co-Lending Agreement. Each Lender acknowledges that CF, as Agent, shall retain the exclusive right to grant approvals and conditions give consents with respect to all matters requiring consent hereunder. Except as otherwise provided herein, Borrower shall have no obligation to recognize or deal directly with any Co-Lender, and no Co-Lender shall have any right to deal directly with Borrower with respect to the rights, benefits and obligations of Borrower under this Agreement, the Loan Documents or any one or more documents or instruments in respect thereof. Borrower may rely conclusively on the actions of CF as Agent to bind CF and the Co-Lenders, notwithstanding that the particular action in question may, pursuant to this Agreement (including Sections 19.1 and 19.2)or the Co-Lending Agreement be subject to the consent or direction of some or all of the Co-Lenders. CF may resign as Agent of the Co-Lenders, in its sole discretion, or if required to by the Lender may organize a syndicate of lenders (the “Syndicate”) to whom the Lender may assign, novate or otherwise transfer up to sixty percent (60%) of its original Commitment hereunder (together Co-Lenders in accordance with the Lender’s rightsterm of the Co-Lending Agreement, interests and obligations related thereto). (b) In in each case without the event consent of but upon prior written notice to Borrower. Upon any such resignation, a Syndicate is formed successor Agent shall be determined pursuant to the terms hereinof the Co-Lending Agreement. The term Agent shall mean any successor Agent. (v) Notwithstanding any provision to the contrary in this Agreement, the Agent shall not have any duties or responsibilities except those expressly set forth herein (and in the Co-Lending Agreement) and no covenants, functions, responsibilities, duties, obligations or liabilities of Agent shall be implied by or inferred from this Agreement, the Co-Lending Agreement, or any other Loan Document, or otherwise exist against Agent. (vi) Except to the extent its obligations hereunder and its interest in the Loan have been assigned pursuant to one or more Assignments and Assumption, CF, as Agent, shall have the same rights and powers under this Agreement as any other Co-Lender and may exercise the same as though it were not Agent, respectively. The term “Co-Lender” or “Co-Lenders” shall, unless otherwise expressly indicated, include CF in its individual capacity. CF and the other Co-Lenders and their respective Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, Borrower, or any Affiliate of Borrower and any Person who may do business with or own securities of Borrower or any Affiliate of Borrower, all as if they were not serving in such capacities hereunder and without any duty to account therefor to each other. (vii) If required by any Co-Lender, Borrower hereby agrees to execute supplemental notes in the principal amount of such Co-Lender’s pro rata share of the Loan substantially in the form of the Note, and such supplemental note shall (i) be payable to order of such Co-Lender, (ii) be dated as of the Closing Date, and (iii) mature on the Maturity Date. Such supplemental note shall provide that it evidences a portion of the existing indebtedness hereunder and under the Note and not any new or additional indebtedness of Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental notes. (viii) CF, as Agent (acting solely for this purpose as agent of Borrower), shall maintain at all times no less than forty percent its domestic lending office or at such other location as CF, as Agent, shall designate in writing to each Co-Lender and Borrower a copy of each Assignment and Assumption delivered to and accepted by it and a register for the recordation of the names and addresses of the Co-Lenders, the principal amount (40%) and no more than fifty percent (50%stated interest) of each Co-Lender’s proportionate share of the Loan and the name and address of each Co-Lender’s agent for service of process (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and Borrower, CF, as Agent, and the Co-Lenders shall treat each person or entity whose name is recorded in the Register as a Co-Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection and copying by Borrower or any Co-Lender during normal business hours upon reasonable prior notice to the Agent. A Co-Lender may change its original Commitment hereunderaddress and its agent for service of process upon written notice to Lender, as Agent, which notice shall only be effective upon actual receipt by CF, as Agent, which receipt will be acknowledged by CF, as Agent, upon request. (cix) The Borrower agrees that if Notwithstanding anything herein to the terms contrary, any financial institution or other entity may be sold a participation interest in the Loan by Lender or any Co-Lender without Borrower’s consent (such financial institution or entity, a “Participant”). No Participant shall have any rights under this Agreement, the Note or any of the Loan Documents and conditions with the Participant’s rights in respect to a of such participation shall be solely against Lender Transfer and formation of a Syndicate or Co-Lender, as the case may be, as set forth in this Section 19 havethe participation agreement executed by and between Lender or Co-Lender, in as the Borrower’s opinioncase may be, been satisfied, and such Participant. Borrower may rely conclusively on the Borrower will apppoint the actions of Lender as Agent to bind Lender and any Participant, notwithstanding that the lead arrangerparticular action in question may, security agent pursuant to this Agreement or any participation agreement be subject to the consent or direction of some or all of the Participants. No participation shall relieve Lender or Co-Lender, as the case may be, from its obligations hereunder or under the Note or the Loan Documents and facility Lender or Co- Lender, as the case may be, shall remain solely responsible for the performance of its obligations hereunder. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the SyndicateBorrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that the no Lender shall at have any obligation to disclose all times remain the lead arranger, security agent and facility agent or any portion of the SyndicateParticipant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103‑1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (dx) In connection with the Lender’s formation of a Syndicate, the Lender hereby covenants that it shall and shall procure the Notwithstanding any other lenders of the Syndicate to enter into an amendment and restatement of provision set forth in this Agreement, and/or Lender or any other loan documentation, each Co-Lender may at any time create a security interest in form and substance satisfactory to the Borrower (the “Syndicate Loan Documents”). The Lender agrees that the commercial terms and conditions all or any portion of the Syndicate Loan Documents shall: (i) not modify the terms and conditions set forth herein and/or in the other Finance Documents its rights under this Agreement (including, without limitation, the interest rate, interest period, tenor, representations, covenants, security and other terms and conditions); and (ii) not increase amounts owing to it in favor of any obligations or reduce any rights Federal Reserve Bank in accordance with Regulation A of the Borrower and/or the Shareholders with respect to any Facility. (e) The Borrower agrees to use commercially reasonable efforts to cooperate with the Lender in connection with the Syndicate Loan Documents; provided that the Borrower shall not be required to pay to the Lender or any other member Board of Governors of the Syndicate any additional agency fee, arrangement fee, participation fee, legal fee, or any other amounts in connection with the Syndicate or the Syndicate Loan DocumentsFederal Reserve System). (f) The Lender agrees that the Borrower’s obligations and liabilities under the Finance Documents shall terminate and be fully discharged upon the execution and effectiveness of the Syndicate Loan Documents.

Syndication. Without limiting Lender’s rights under Section 11.1, the provisions of this Section 11.8 shall only apply in the event that the Loan is syndicated in accordance with the provisions of this Section 11.8 set forth below. (a) Subject Sale of Loan, Co-Lenders, Participations and Servicing. (i) Lender and any Co-Lender may, at their option, without Borrower’s consent (but with notice to the terms and conditions of this Agreement (including Sections 19.1 and 19.2Borrower), sell with novation all or any part of their right, title and interest in, and to, and under the Lender may organize a syndicate of lenders Loan (the “SyndicateSyndication”), to one or more additional lenders (each a “Co-Lender”). Each additional Co-Lender shall enter into an assignment and assumption agreement (the “Assignment and Assumption”) assigning a portion of Lender’s or Co-Lender’s rights and obligations under the Loan, and pursuant to whom which the additional Co-Lender accepts such assignment and assumes the assigned obligations. From and after the effective date specified in the Assignment and Assumption (i) each Co-Lender shall be a party hereto and to each Loan Document to the extent of the applicable percentage or percentages set forth in the Assignment and Assumption and, except as specified otherwise herein, shall succeed to the rights and obligations of Lender and the Co-Lenders hereunder and thereunder in respect of the Loan, and (ii) Lender, as lender and each Co-Lender, as applicable, shall, to the extent such rights and obligations have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations hereunder and under the Loan Documents. (ii) The liabilities of Lender and each of the Co-Lenders shall be several and not joint, and Lender’s and each Co-Lender’s obligations to Borrower under this Agreement shall be reduced by the amount of each such Assignment and Assumption. Neither Lender nor any Co-Lender shall be responsible for the obligations of any other Co-Lender. Lender and each Co-Lender shall be liable to Borrower only for their respective proportionate shares of the Loan. (iii) Borrower agrees that it shall, in connection with any sale of all or any portion of the Loan, whether in whole or to an additional Co-Lender or Participant, within ten (10) Business Days after requested by Agent, furnish Agent with the information and certificates required under Sections 4.12 and 4.13 hereof. Subject in all events to the provisions of Section 17.11(b), Lender may assignfurnish any information concerning the Borrower, novate any other Borrower Party or otherwise transfer up any affiliate thereof in the possession of such Lender from time to sixty percent time to Co-Lenders and Participants (60%) of its original Commitment hereunder (together with the Lender’s rights, interests including prospective Co-Lenders and obligations related theretoParticipants). (biv) In Lender (or an Affiliate of Lender) shall act as administrative agent for itself and the event Co-Lenders (together with any successor administrative agent, the “Agent”) pursuant to this Section 11.8. Borrower acknowledges that Lender, as Agent, shall have the sole and exclusive authority to execute and perform this Agreement and each Loan Document on behalf of itself, as Lender and as agent for itself and the Co-Lenders subject to the terms of the Co-Lending Agreement. Lender acknowledges that Lender, as Agent, shall retain the exclusive right to grant approvals and give consents with respect to all matters requiring consent hereunder. Except as otherwise provided herein, Borrower shall have no obligation to recognize or deal directly with any Co-Lender, and no Co-Lender shall have any right to deal directly with Borrower with respect to the rights, benefits and obligations of Borrower under this Agreement, the Loan Documents or any one or more documents or instruments in respect thereof. Borrower may rely conclusively on the actions of Lender as Agent to bind Lender and the Co-Lenders, notwithstanding that the particular action in question may, pursuant to this Agreement or the Co-Lending Agreement be subject to the consent or direction of some or all of the Co-Lenders. Lender may resign as Agent of the Co-Lenders, in its sole discretion, or if required to by the Co-Lenders in accordance with the term of the Co-Lending Agreement, in each case without the consent of but upon prior written notice to Borrower. Upon any such resignation, a Syndicate is formed successor Agent shall be determined pursuant to the terms hereinof the Co-Lending Agreement, subject to the consent of Borrower (provided no Event of Default has occurred, which consent shall not be unreasonably withheld, conditioned or delayed). The term Agent shall mean any successor Agent. (v) Notwithstanding any provision to the contrary in this Agreement, the Agent shall not have any duties or responsibilities except those expressly set forth herein (and in the Co-Lending Agreement) and no covenants, functions, responsibilities, duties, obligations or liabilities of Agent shall be implied by or inferred from this Agreement, the Co-Lending Agreement, or any other Loan Document, or otherwise exist against Agent. (vi) Except to the extent its obligations hereunder and its interest in the Loan have been assigned pursuant to one or more Assignments and Assumption, Lender, as Agent, shall have the same rights and powers under this Agreement as any other Co-Lender and may exercise the same as though it were not Agent, respectively. The term “Co-Lender” or “Co-Lenders” shall, unless otherwise expressly indicated, include Lender in its individual capacity. Lender and the other Co-Lenders and their respective Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, Borrower, or any Affiliate of Borrower and any Person who may do business with or own securities of Borrower or any Affiliate of Borrower, all as if they were not serving in such capacities hereunder and without any duty to account therefor to each other. (vii) If required by any Co-Lender, Borrower hereby agrees to execute supplemental notes in the principal amount of such Co-Lender’s pro rata share of the Loan substantially in the form of the Note, and such supplemental note shall (i) be payable to order of such Co-Lender, (ii) be dated as of the Closing Date, and (iii) mature on the Maturity Date. Such supplemental note shall provide that it evidences a portion of the existing indebtedness hereunder and under the Note and not any new or additional indebtedness of Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental notes. (viii) Lender, as Agent, shall maintain at all times no less than forty percent its domestic lending office or at such other location as Lender, as Agent, shall designate in writing to each Co-Lender and Borrower a copy of each Assignment and Assumption delivered to and accepted by it and a register for the recordation of the names and addresses of the Co-Lenders, the amount (40%) and no more than fifty percent (50%the stated interest) of each Co-Lender’s proportionate share of the Loan and the name and address of each Co-Lender’s agent for service of process (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and Borrower, Lender, as Agent, and the Co-Lenders may treat each person or entity whose name is recorded in the Register as a Co-Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection and copying by Borrower or any Co-Lender during normal business hours upon reasonable prior notice to the Agent. A Co-Lender may change its original Commitment address and its agent for service of process upon written notice to Lender, as Agent, which notice shall only be effective upon actual receipt by Lender, as Agent, which receipt will be acknowledged by Lender, as Agent, upon request. (ix) Notwithstanding anything herein to the contrary, any financial institution or other entity may be sold a participation interest in the Loan by Lender or any Co-Lender without Borrower’s consent (such financial institution or entity, a “Participant”). No Participant shall have any rights under this Agreement, the Note or any of the Loan Documents and the Participant’s rights in respect of such participation shall be solely against Lender or Co-Lender, as the case may be, as set forth in the participation agreement executed by and between Lender or Co-Lender, as the case may be, and such Participant. Borrower may rely conclusively on the actions of Lender as Agent to bind Lender and any Participant, notwithstanding that the particular action in question may, pursuant to this Agreement or any participation agreement be subject to the consent or direction of some or all of the Participants. No participation shall relieve Lender or Co-Lender, as the case may be, from its obligations hereunder or under the Note or the Loan Documents and Lender or Co- Lender, as the case may be, shall remain solely responsible for the performance of its obligations hereunder. (cx) The Borrower agrees that if the terms and conditions with respect to a Lender Transfer and formation of a Syndicate as Notwithstanding any other provision set forth in this Section 19 have, in the Borrower’s opinion, been satisfied, the Borrower will apppoint the Lender as the lead arranger, security agent and facility agent of the Syndicate; provided that the Lender shall at all times remain the lead arranger, security agent and facility agent of the Syndicate. (d) In connection with the Lender’s formation of a Syndicate, the Lender hereby covenants that it shall and shall procure the other lenders of the Syndicate to enter into an amendment and restatement of this Agreement, and/or Lender or any other loan documentation, each Co-Lender may at any time create a security interest in form and substance satisfactory to the Borrower (the “Syndicate Loan Documents”). The Lender agrees that the commercial terms and conditions all or any portion of the Syndicate Loan Documents shall: (i) not modify the terms and conditions set forth herein and/or in the other Finance Documents its rights under this Agreement (including, without limitation, the interest rate, interest period, tenor, representations, covenants, security and other terms and conditions); and (ii) not increase amounts owing to it in favor of any obligations or reduce any rights Federal Reserve Bank in accordance with Regulation A of the Borrower and/or the Shareholders with respect to any Facility. (e) The Borrower agrees to use commercially reasonable efforts to cooperate with the Lender in connection with the Syndicate Loan Documents; provided that the Borrower shall not be required to pay to the Lender or any other member Board of Governors of the Syndicate any additional agency fee, arrangement fee, participation fee, legal fee, or any other amounts in connection with the Syndicate or the Syndicate Loan DocumentsFederal Reserve System). (f) The Lender agrees that the Borrower’s obligations and liabilities under the Finance Documents shall terminate and be fully discharged upon the execution and effectiveness of the Syndicate Loan Documents.

Syndication. 5.1 The Mandated Lead Arranger reserves the right at any time to syndicate all or a portion of the commitment of the Underwriter to one or more other financial institutions in consultation with the Borrower; provided that the commitment of the Underwriter is not subject to a “Successful Syndication” or any other syndication of the Facility; and provided, further, that notwithstanding the Mandated Lead Arranger’s right to syndicate the Facility and receive commitments with respect thereto, it is understood that any syndication of, or receipt of commitments in respect of, all or any portion of the Underwriter’s commitment hereunder prior to the funding of the Facility shall not reduce the Underwriter’s commitment hereunder except to the extent the Borrower has entered into a direct commitment with a lender pursuant to such syndication. The Mandated Lead Arranger shall manage all aspects of syndication of the Facility in consultation with the Borrower, including timing, the selection of potential Lenders, the acceptance and allocation of commitments and the amount and distribution of fees to Lenders. 5.2 Until the end of the Syndication Period, the Borrower shall, and shall ensure that its subsidiaries shall (the Borrower, together with its subsidiaries which shall include, after consummation of the Acquisition, the Target Group, the Borrower Group), and prior to consummation of the Acquisition, shall use its commercially reasonable efforts to ensure that the Target and its subsidiaries (the Target Group) shall, assist the Mandated Lead Arranger in effecting the timely, orderly and Successful Syndication (as defined in the Fee Letter) of the Facility. This assistance shall include: (a) Subject providing all commercially reasonable assistance to the terms and conditions Mandated Lead Arranger in the preparation of this Agreement (including Sections 19.1 and 19.2), the Lender may organize a syndicate of lenders customary information package (the “Syndicate”) to whom the Lender may assign, novate or otherwise transfer up to sixty percent (60%) of its original Commitment hereunder (together with the Lender’s rights, interests and obligations related theretoInformation Package).; (b) In using their commercially reasonable efforts to ensure that the event a Syndicate is formed pursuant to the terms herein, the Lender shall maintain at all times no less than forty percent (40%) and no more than fifty percent (50%) of its original Commitment hereunder.syndication benefits from their existing lending relationships; (c) The Borrower agrees that if complying with all reasonable requests from the terms Mandated Lead Arranger for information and conditions with respect access to a Lender Transfer and formation of a Syndicate as set forth in this Section 19 have, in the Borrower’s opinion, been satisfied, the Borrower will apppoint the Lender as the lead arrangerGroup’s operating sites and, security agent and facility agent after completion of the Syndicate; provided that the Lender shall at all times remain the lead arrangerAcquisition, security agent and facility agent those of the Syndicate.Target Group; and (d) In connection with making available the Lender’s formation of a Syndicate, the Lender hereby covenants that it shall and shall procure the other lenders of the Syndicate to enter into an amendment and restatement of this Agreement, and/or any other loan documentation, each in form and substance satisfactory to the Borrower (the “Syndicate Loan Documents”). The Lender agrees that the commercial terms and conditions of the Syndicate Loan Documents shall: (i) not modify the terms and conditions set forth herein and/or in the other Finance Documents (including, without limitation, the interest rate, interest period, tenor, representations, covenants, security and other terms and conditions); and (ii) not increase any obligations or reduce any rights senior management of the Borrower and/or Group and, after completion of the Shareholders with respect Acquisition, the senior management of the Target Group for the purpose of making presentations to any Facilityproposed new Lenders at such times and places as the Mandated Lead Arranger may reasonably request. (e) 5.3 The Information Package will, in line with market practice and with the assistance of the Mandated Lead Arranger, be provided to potential new Lenders and contain relevant information regarding the business, assets, financial condition and operations of the Borrower Group and the Target Group, including financial projections. The Borrower agrees represents to the Mandated Lead Arranger and the Lenders that, (a) to the best of its knowledge, all information other than the projections and information of a general economic or general industry nature included in the Information Package (the Information), taken as a whole, is or will be, when furnished, correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements thereto made prior to the Closing Date) and (b) the projections that have been or will be included in the Information Package have been, or will be, prepared in good faith based upon assumptions that are believed by the Borrower to be reasonable at the time so made available; it being understood that the projections are as to future events and are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ significantly from the projected results and such differences may be material. The Information Package will not be independently verified by the Mandated Lead Arranger. 5.4 The Borrower agrees, at our request, to use commercially reasonable efforts to cooperate assist in the preparation of a version of the Information Package and other marketing materials and presentations to be used in connection with the syndication of the Facility, consisting exclusively of information and documentation that is either: (a) publicly available, or (b) not material with respect to the Borrower, the Target or their respective subsidiaries or any of their respective securities for purposes of applicable securities law (all such information and documentation being Public Lender Information). Any information and documentation that is not Public Lender Information is referred to herein as Private Lender Information. 5.5 The Borrower further agrees that each document to be disseminated by the Mandated Lead Arranger to any Lender in connection with the Syndicate Loan Documents; provided that Facility will, at the request of the Mandated Lead Arranger, be identified by the Borrower shall not be required to pay to the Lender or any other member of the Syndicate any additional agency fee, arrangement fee, participation fee, legal fee, or any other amounts in connection with the Syndicate or the Syndicate Loan Documents.as either: (fa) The containing Private Lender agrees that the Borrower’s obligations and liabilities under the Finance Documents shall terminate and be fully discharged upon the execution and effectiveness of the Syndicate Loan DocumentsInformation; or (b) containing solely Public Lender Information.

Syndication. Without limiting Lender’s rights under Section 11.1, the provisions of this Section 11.9 shall only apply prior to a Securitization and following a Securitization of the Loan, the provisions of this Section 11.9 (and the related terms defined herein and used elsewhere in the Loan Documents) shall be deemed deleted in their entirety. (a) Subject Sale of Loan, Co-Lenders, Participations and Servicing. (i) Lender and any Co-Lender may, at their option, without Borrower’s consent (but with notice to Borrower), sell with novation all or any part of their right, title and interest in, and to, and under the Loan (the “Syndication”), to one or more additional lenders (each a “Co-Lender”). Each additional Co-Lender shall enter into an assignment and assumption agreement (the “Assignment and Assumption”) assigning a portion of Lender’s or Co-Lender’s rights and obligations under the Loan, and pursuant to which the additional Co-Lender accepts such assignment and assumes the assigned obligations. From and after the effective date specified in the Assignment and Assumption (i) each Co-Lender shall be a party hereto and to each Loan Document to the extent of the applicable percentage or percentages set forth in the Assignment and Assumption and, except as specified otherwise herein, shall succeed to the rights and obligations of Lender and the Co-Lenders hereunder and thereunder in respect of the Loan, and (ii) Lender, as lender and each Co-Lender, as applicable, shall, to the extent such rights and obligations have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations hereunder and under the Loan Documents from and after the date of such transfer. (ii) The liabilities of Lender and each of the Co-Lenders shall be several and not joint, and Lender’s and each Co-Lender’s obligations to Borrower under this Agreement shall be reduced by the amount of each such Assignment and Assumption. Neither Lender nor any Co-Lender shall be responsible for the obligations of any other Co-Lender. Lender and each Co-Lender shall be liable to Borrower only for their respective proportionate shares of the Loan. (iii) Borrower agrees that it shall, in connection with any sale of all or any portion of the Loan, whether in whole or to an additional Co-Lender or Participant, within ten (10) Business Days after requested by Agent, furnish Agent with the certificates required under Sections 4.12 and 4.13 hereof and such other information as reasonably requested by any additional Co-Lender or Participant in performing its due diligence in connection with its purchase of an interest in the Loan. (iv) As of the Closing Date, Barclays (or an Affiliate of Barclays) shall act as administrative agent for itself and the Co-Lenders (together with any successor administrative agent, the “Agent”) pursuant to this Section 11.9. Borrower acknowledges that Barclays, as Agent, shall have the sole and exclusive authority to execute and perform this Agreement and each Loan Document on behalf of itself, as a Lender and as agent for itself and the Co-Lenders subject to the terms of the Co-Lending Agreement. Each Lender acknowledges that Barclays, as Agent, shall retain the exclusive right to grant approvals and conditions give consents with respect to all matters requiring consent hereunder. Except as otherwise provided herein, Borrower shall have no obligation to recognize or deal directly with any Co-Lender, and no Co-Lender shall have any right to deal directly with Borrower with respect to the rights, benefits and obligations of Borrower under this Agreement, the Loan Documents or any one or more documents or instruments in respect thereof. Borrower may rely conclusively on the actions of Barclays as Agent to bind Barclays and the Co-Lenders, notwithstanding that the particular action in question may, pursuant to this Agreement (including Sections 19.1 and 19.2)or the Co-Lending Agreement be subject to the consent or direction of some or all of the Co-Lenders. Barclays may resign as Agent of the Co-Lenders, in its sole discretion, or if required to by the Lender may organize a syndicate of lenders (the “Syndicate”) to whom the Lender may assign, novate or otherwise transfer up to sixty percent (60%) of its original Commitment hereunder (together Co-Lenders in accordance with the Lender’s rightsterm of the Co-Lending Agreement, interests and obligations related thereto). (b) In in each case without the event consent of but upon prior written notice to Borrower. Upon any such resignation, a Syndicate is formed successor Agent shall be determined pursuant to the terms hereinof the Co-Lending Agreement. The term Agent shall mean any successor Agent. (v) Notwithstanding any provision to the contrary in this Agreement, the Agent (as Agent only) shall not have any duties or responsibilities except those expressly set forth herein (and in the Co-Lending Agreement) and except as expressly set forth herein and in the Co-Lending Agreement, no covenants, functions, responsibilities, duties, obligations or liabilities of Agent shall be implied by or inferred from this Agreement, the Co-Lending Agreement, or any other Loan Document, or otherwise exist against Agent. (vi) Except to the extent its obligations hereunder and its interest in the Loan have been assigned pursuant to one or more Assignments and Assumption, Barclays, as Agent, shall have the same rights and powers under this Agreement as any other Co-Lender and may exercise the same as though it were not Agent, respectively. The term “Co-Lender” or “Co-Lenders” shall, unless otherwise expressly indicated, include Barclays in its individual capacity. Barclays and the other Co-Lenders and their respective Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, Borrower, or any Affiliate of Borrower and any Person who may do business with or own securities of Borrower or any Affiliate of Borrower, all as if they were not serving in such capacities hereunder and without any duty to account therefor to each other. (vii) If required by any Co-Lender, Borrower hereby agrees to execute supplemental notes in the principal amount of such Co-Lender’s pro rata share of the Loan substantially in the form of the Note, and such supplemental note shall (i) be payable to order of such Co-Lender, (ii) be dated as of the Closing Date, and (iii) mature on the Maturity Date. Such supplemental note shall provide that it evidences a portion of the existing indebtedness hereunder and under the Note and not any new or additional indebtedness of Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental notes. (viii) Barclays, as Agent, shall maintain at its domestic lending office or at such other location as Barclays, as Agent, shall designate in writing to each Co-Lender and Borrower a copy of each Assignment and Assumption delivered to and accepted by it and a register for the recordation of the names and addresses of the Co-Lenders, the amount of each Co-Lender’s proportionate share of the Loan and the name and address of each Co-Lender’s agent for service of process (the “Register”). The entries in the Register shall be conclusive and binding for all times no less than forty percent purposes, absent manifest error, and Borrower, Barclays, as Agent, and the Co-Lenders may treat each person or entity whose name is recorded in the Register as a Co-Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection and copying by Borrower or any Co-Lender during normal business hours upon reasonable prior notice to the Agent. A Co-Lender may change its address and its agent for service of process upon written notice to Lender, as Agent and to Borrower which notice shall only be effective upon actual receipt by Barclays, as Agent and Borrower, which receipt will be acknowledged by Barclays, as Agent and Borrower upon request. (40%ix) Notwithstanding anything herein to the contrary, any financial institution or other entity may be sold a participation interest in the Loan by Lender or any Co-Lender without Borrower’s consent (such financial institution or entity, a “Participant”). No Participant shall have any rights under this Agreement, the Note or any of the Loan Documents and no more than fifty percent (50%) the Participant’s rights in respect of such participation shall be solely against Lender or Co-Lender, as the case may be, as set forth in the participation agreement executed by and between Lender or Co-Lender, as the case may be, and such Participant. Borrower may rely conclusively on the actions of Lender as Agent to bind Lender and any Participant, notwithstanding that the particular action in question may, pursuant to this Agreement or any participation agreement be subject to the consent or direction of some or all of the Participants. No participation shall relieve Lender or Co-Lender, as the case may be, from its obligations hereunder or under the Note or the Loan Documents and Lender or Co-Lender, as the case may be, shall remain solely responsible for the performance of its original Commitment obligations hereunder. (cx) The Borrower agrees that if the terms and conditions with respect to a Lender Transfer and formation of a Syndicate as Notwithstanding any other provision set forth in this Section 19 have, in the Borrower’s opinion, been satisfied, the Borrower will apppoint the Lender as the lead arranger, security agent and facility agent of the Syndicate; provided that the Lender shall at all times remain the lead arranger, security agent and facility agent of the Syndicate. (d) In connection with the Lender’s formation of a Syndicate, the Lender hereby covenants that it shall and shall procure the other lenders of the Syndicate to enter into an amendment and restatement of this Agreement, and/or Lender or any other loan documentation, each Co-Lender may at any time create a security interest in form and substance satisfactory to the Borrower (the “Syndicate Loan Documents”). The Lender agrees that the commercial terms and conditions all or any portion of the Syndicate Loan Documents shall: (i) not modify the terms and conditions set forth herein and/or in the other Finance Documents its rights under this Agreement (including, without limitation, the interest rate, interest period, tenor, representations, covenants, security and other terms and conditions); and (ii) not increase amounts owing to it in favor of any obligations or reduce any rights Federal Reserve Bank in accordance with Regulation A of the Borrower and/or the Shareholders with respect to any Facility. (e) The Borrower agrees to use commercially reasonable efforts to cooperate with the Lender in connection with the Syndicate Loan Documents; provided that the Borrower shall not be required to pay to the Lender or any other member Board of Governors of the Syndicate any additional agency fee, arrangement fee, participation fee, legal fee, or any other amounts in connection with the Syndicate or the Syndicate Loan DocumentsFederal Reserve System). (f) The Lender agrees that the Borrower’s obligations and liabilities under the Finance Documents shall terminate and be fully discharged upon the execution and effectiveness of the Syndicate Loan Documents.

Syndication. The Borrower agrees actively to assist the Agents in completing a timely syndication that is reasonably satisfactory to the Agents and the Borrower. Such assistance shall include, without limitation, (a) Subject using commercially reasonable efforts to ensure that any syndication efforts benefit materially from the terms Borrower’ existing lending and conditions of this Agreement (including Sections 19.1 and 19.2)investment banking relationships, the Lender may organize a syndicate of lenders (the “Syndicate”) to whom the Lender may assign, novate or otherwise transfer up to sixty percent (60%) of its original Commitment hereunder (together with the Lender’s rights, interests and obligations related thereto). (b) In direct contact between senior management, representatives and advisors of the event a Syndicate is formed pursuant to Borrower and the terms hereinproposed Lenders at times mutually agreed upon, the Lender shall maintain at all times no less than forty percent (40%) and no more than fifty percent (50%) of its original Commitment hereunder. (c) The the Borrower’ assistance in the preparation of marketing materials to be used in connection with the syndication, and (d) the hosting, with the Agents, of one or more meetings of prospective Lenders at times mutually agreed upon. To assist the Agents in their syndication efforts, the Borrower agrees that if agree promptly to prepare and provide to the terms and conditions Agents all customary information with respect to the Borrower and their respective Subsidiaries, and the other transactions contemplated hereby, including all financial information and projections (including financial estimates, forecasts and other forward-looking information, the “Syndication Projections”, which Syndication Projections shall not be posted to Public Lenders), as the Agents may reasonably request (including quarterly financial statements in connection with customary general syndication). The Borrower acknowledge that (a) the Agents will make available information about the Borrower and their Subsidiaries, and the Syndication Projections, to the proposed -126- syndicate of Lenders and (b) certain of the Lenders may be “public side” Lenders (i.e. Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a Lender Transfer and formation of a Syndicate as set forth in this Section 19 have, in “Public Lender”). If reasonably requested by the Borrower’s opinion, been satisfiedAgents, the Borrower will apppoint assist the Lender as the lead arranger, security agent Agents in preparing and facility agent updating an additional version of the Syndicate; provided any confidential information memorandum to be used by Public Lenders. It is understood that the Lender shall at all times remain the lead arranger, security agent and facility agent of the Syndicate. (d) In in connection with the Lender’s formation Borrower’ assistance described above, authorization letters will be included in any confidential information memorandum that authorize the distribution of any confidential information memorandum to prospective Lenders, containing a Syndicaterepresentation to the Agents that the public-side version does not include material non-public information about the Borrower, and exculpating the Borrower, the Lender hereby covenants that it shall Investors (as defined therein), and shall procure the other lenders of the Syndicate to enter into an amendment and restatement of this Agreement, and/or any other loan documentation, each in form and substance satisfactory to the Borrower (the “Syndicate Loan Documents”). The Lender agrees that the commercial terms and conditions of the Syndicate Loan Documents shall: (i) not modify the terms and conditions set forth herein and/or in the other Finance Documents (including, without limitation, the interest rate, interest period, tenor, representations, covenants, security and other terms and conditions); and (ii) not increase any obligations or reduce any rights of the Borrower and/or the Shareholders Agents with respect to any Facility. (e) liability related to the use of the contents of any confidential information memorandum or any related marketing material by the recipients thereof. The Borrower agrees to use commercially reasonable efforts to cooperate with identify that portion of the Lender in connection with information that may be distributed to the Syndicate Loan Documents; provided Public Lenders as “PUBLIC”. The Borrower acknowledge that the following documents may be distributed to Public Lenders (unless the Borrower shall not be required to pay promptly notify the Agents that any such document contains material non-public information with respect to the Lender Borrower or any other member its securities): (i) drafts and final definitive documentation with respect to the Credit Facilities; (ii) administrative materials prepared by the Agents for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda); and (iii) notification of changes in the terms of the Syndicate any additional agency fee, arrangement fee, participation fee, legal fee, or any other amounts in connection with the Syndicate or the Syndicate Loan DocumentsCredit Facilities. (f) The Lender agrees that the Borrower’s obligations and liabilities under the Finance Documents shall terminate and be fully discharged upon the execution and effectiveness of the Syndicate Loan Documents.

Syndication. (a) Subject to the terms and conditions of this Agreement Until a Successful Syndication (including Sections 19.1 and 19.2)as defined below) has occurred, the Lender may organize Administrative Agent reserves the right, after consultation with the Borrowers, to adjust the pricing and structure set forth in this Credit Agreement and the other Loan Documents as the Administrative Agent and the Arranger deem appropriate in order to effect a syndicate Successful Syndication; PROVIDED that in no event shall any interest rates be increased by a sum in excess of lenders .5% per annum or any up-front fees be increased by a sum in excess of .5% of the Total Commitment or shall there be any material change in the structure. The Borrowers hereby acknowledge and agree that it shall not be a material -97- change in the structure if the provisos at the end of clause (the “Syndicate”) to whom the Lender may assign, novate or otherwise transfer up to sixty percent (60%xviii) of its original Commitment hereunder the definition of "Eligible Receivable," at the end of clause (together with xi) of the Lender’s rights, interests definition of "Eligible Rental Equipment," and obligations related thereto)at the end of ss.2.8 are modified or deleted iN whole or in part. (b) In The Borrowers shall assist the event a Syndicate is formed pursuant Arranger with the syndication of this facility. Such assistance shall include, but not be limited to, (i) prompt assistance in the preparation of an information memorandum and the verification of the completeness and accuracy of the information contained therein; (ii) preparation of offering materials and projections by the Borrowers and their advisors taking into account the Obligations of the Borrowers hereunder; (iii) providing the Arranger with all information reasonably deemed necessary by the Arranger to successfully complete the syndication; (iv) confirmation as to the terms hereinaccuracy and completeness of such offering materials, information and projections; (v) participation of the Lender shall maintain Borrowers' senior management in meetings and conference calls with potential lenders at all such times no less than forty percent and places as the Arranger may reasonably request; and (40%vi) and no more than fifty percent (50%) of its original Commitment hereunderusing best efforts to ensure that the syndication efforts benefit from the Borrowers' existing lending relationships. (c) The Borrower agrees that if Borrowers agree to execute and deliver any amendments to this Credit Agreement or any of the terms and conditions with respect other Loan Documents reasonably requested by the Administrative Agent to effect a Lender Transfer and formation of a Syndicate as set forth Successful Syndication within the limitations provided in this Section 19 have, in the Borrower’s opinion, been satisfied, the Borrower will apppoint the Lender as the lead arranger, security agent and facility agent of the Syndicate; provided that the Lender shall at all times remain the lead arranger, security agent and facility agent of the Syndicatess.30. (d) In connection with For purposes of this ss.30, "Successful Syndication" means a syndication satisfactory to thE Administrative Agent and to the Lender’s formation of a SyndicateArranger, the Lender hereby covenants that it shall and shall procure the other lenders after which GECC's Commitment does not exceed one-third of the Syndicate to enter into an amendment and restatement of this Agreement, and/or any other loan documentation, each in form and substance satisfactory to the Borrower (the “Syndicate Loan Documents”). The Lender agrees that the commercial terms and conditions of the Syndicate Loan Documents shall: (i) not modify the terms and conditions set forth herein and/or in the other Finance Documents (including, without limitation, the interest rate, interest period, tenor, representations, covenants, security and other terms and conditions); and (ii) not increase any obligations or reduce any rights of the Borrower and/or the Shareholders with respect to any FacilityTotal Commitment. (e) The Borrower agrees to use commercially reasonable efforts to cooperate with the Lender in connection with the Syndicate Loan Documents; provided that the Borrower shall not be required to pay to the Lender or any other member of the Syndicate any additional agency fee, arrangement fee, participation fee, legal fee, or any other amounts in connection with the Syndicate or the Syndicate Loan Documents. (f) The Lender agrees that the Borrower’s obligations and liabilities under the Finance Documents shall terminate and be fully discharged upon the execution and effectiveness of the Syndicate Loan Documents.

Syndication. (a) Subject As long as, other than the Company, the Initial Lender is the sole other party to this Agreement, any reference to the terms Agent, the Lenders, the other Lenders, or any of them, shall be a reference to the Initial Lender and conditions of this Agreement (including Sections 19.1 and 19.2), the Lender may organize a syndicate of lenders (the “Syndicate”) to whom the Lender may assign, novate or otherwise transfer up to sixty percent (60%) of its original Commitment hereunder (together with the Lender’s rights, interests and obligations related thereto)shall be construed accordingly. (b) In the event a Syndicate is formed pursuant to the terms herein, the Each Lender shall maintain at all times no less than forty percent have the right to request other lenders to become a lending party to this Agreement with the effect that each such other lender shall participate for a certain Percentage Portion in the Loan and the Disbursements (40%to be) and no more than fifty percent made thereunder, provided that: (50%i) each such other lender shall be approved by the Company, such approval not to be unreasonably withheld; (ii) the minimum participation amount shall be 5% (five per cent) of its original Commitment hereunderthe Loan amount referred to in Section 3.01. (c) The Borrower agrees that if Such other lender shall become a party to this Agreement by execution and delivery by such party and the terms Initial Lender and conditions with respect to a Lender Transfer and formation the Lenders, as the case may be, of a Syndicate Participation Agreement specifying inter alia the percentage for which such lender shall participate in the Disbursements made or to be made under this Agreement, and countersigning thereof by the Company, whereupon such lender shall be a party to this Agreement, with rights and obligations vis-a-vis the other parties to this Agreement as set forth in such Participation Agreement and, with respect to any Lender as referred to in this Section 19 haveAgreement, in the Borrower’s opinion, been satisfied, the Borrower will apppoint the Lender as the lead arranger, security agent this Agreement where applicable and facility agent of the Syndicate; provided that the Lender shall at all times remain the lead arranger, security agent and facility agent of the Syndicaterelevant in proportion to its Percentage Portion. (d) In connection with the Lender’s formation of a Syndicate, the Lender hereby covenants that it shall and shall procure the other lenders Each of the Syndicate Lenders shall participate in each Disbursement (to enter into an amendment be) made under this Agreement in the proportion of its Percentage Portion and restatement each (re)payment by the Company of this Agreementprincipal, and/or interest, fee and of any other loan documentation, each in form and substance satisfactory amount due by the Company to the Borrower (Lenders under this Agreement shall be in satisfaction to the “Syndicate Loan Documents”). The Lender agrees that the commercial terms and conditions obligations of the Syndicate Loan Documents shall: (i) not modify the terms and conditions set forth herein and/or Lenders in the other Finance Documents (includingproportion to such participations, without limitation, the interest rate, interest period, tenor, representations, covenants, security and other terms and conditions); and (ii) not increase any obligations or reduce any rights of the Borrower and/or the Shareholders with respect to any Facilityunless clearly stated otherwise. (e) The Borrower agrees Upon any such lender having become a lender party to use commercially reasonable efforts to cooperate with the Lender in connection with the Syndicate Loan Documents; provided that the Borrower shall not be required to pay this Agreement, any reference to the Lender or Agent, the Lenders, and any other member of them, shall be a reference to the Syndicate Agent, the Lenders, and any additional agency fee, arrangement fee, participation fee, legal fee, or any other amounts in connection with the Syndicate or the Syndicate Loan Documentsof them. (f) If a future lender requests that non-material changes be made to this Agreement or to any of the agreements and documents listed in Sections 4.01 and 4.03 (or to any other document), as a condition to be fulfilled upon becoming a party to this Agreement, the Company shall fully cooperate in causing such changes to be made, with a view to facilitate syndication and/or sub-participations. (g) Each Lender will notify the Company, through the Agent, of any tax gross up (as set forth in Section 3.11), unwinding costs (as set forth in Section 3.12) or Increased Costs (as set forth in Section 3.13) and as to the notification with respect to Increased Costs in accordance with Section 3.13(c), if and when applicable and each Lender will designate a different lending office or an Affiliate to hold its participation in the Loan if such designation will avoid the need for, or reduce the amount of compensation payable by the Company pursuant to this Agreement with respect to such tax gross up, unwinding costs and Increased Costs, provided that such designation will not, in the sole opinion of such Lender, be disadvantageous to such Lender. The Company shall reimburse such Lender agrees for such tax gross up, unwinding costs and Increased Costs (as to Increased Costs to the extent such reimbursement obligation exists under Section 3.13(c)), as the case may be, provided that the Borrower’s obligations and liabilities under the Finance Documents shall terminate and be fully discharged upon the execution Agent and effectiveness such Lender having received 20 (twenty) Business Days prior notice to that effect, the Company may prepay to such Lender such Lender's Percentage Portion of all Disbursements outstanding and may cancel such Lender's Percentage Portion of the Syndicate Loan Documentsnot disbursed hereunder, such prepayment to include, for the avoidance of doubt, accrued interest and all other amounts then due pursuant to this Agreement. (h) If by reason of the introduction of, or a change in any applicable law or in the interpretation or application thereof by any governmental or other authority charged with the administration thereof or by a court of competent jurisdiction, it has or will become unlawful for any Lender to maintain or give effect to its obligations hereunder (which shall include the funding of its Percentage Portion), such Lender may notify the Company through the Agent accordingly, in which event (i) the Company shall immediately, or at such later date to be designated by the Company as is permitted by the relevant law or regulation , repay all sums outstanding under that Lender's Percentage Portion together with accrued interest thereon and all other sums payable to that Lender, including without limitation, any Breakage Cost resulting from such repayment, and (ii) the Company shall hold such Lender harmless from liability with respect to any penalty accrued against it as a result of the Company's failure to duly and timely make the payments referred to under (i) above and shall reimburse such Lender upon demand for any such penalty paid by it in connection herewith together with any interest and expenses asserted in connection therewith.

Syndication. (a) Subject to the terms and conditions of this Agreement (including Sections 19.1 (Assignments and 19.2Transfers by a Lender) and 19.2 (Syndication)), the Lender may organize a syndicate of lenders (the “Syndicate”) to whom the Lender may assign, novate or otherwise transfer up to sixty percent (60%) of its original Commitment hereunder (together with the Lender’s rights, interests and obligations related thereto). (b) In the event a Syndicate is formed pursuant to the terms herein, the Lender shall maintain at all times no less than forty percent (40%) and no more than fifty percent (50%) of its original Commitment hereunder. (c) The Borrower agrees that if the terms and conditions with respect to a Lender Transfer and formation of a Syndicate as set forth in this Section 19 (Transfers and Participation) have, in the Borrower’s opinion, been satisfied, the Borrower will apppoint the Lender as the lead arranger, security agent and facility agent of the Syndicate; provided that the Lender shall at all times remain the lead arranger, security agent and facility agent of the Syndicate. (d) In connection with the Lender’s formation of a Syndicate, the Lender hereby covenants that it shall and shall procure the other lenders of the Syndicate to enter into an amendment and restatement of this Agreement, and/or any other loan documentation, each in form and substance satisfactory to the Borrower (the “Syndicate Loan Documents”). The Lender agrees that the commercial terms and conditions of the Syndicate Loan Documents shall: (i) not modify the terms and conditions set forth herein and/or in the other Finance Documents (including, without limitation, the interest rate, interest period, tenor, representations, covenants, security and other terms and conditions); and (ii) not increase any obligations or reduce any rights of the Borrower and/or the Shareholders with respect to any Facility. (e) The Borrower agrees to use commercially reasonable efforts to cooperate with the Lender in connection with the Syndicate Loan Documents; provided that the Borrower shall not be required to pay to the Lender or any other member of the Syndicate any additional agency fee, arrangement fee, participation fee, legal fee, or any other amounts in connection with the Syndicate or the Syndicate Loan Documents. (f) The Lender agrees that the Borrower’s obligations and liabilities under the Finance Documents shall terminate and be fully discharged upon the execution and effectiveness of the Syndicate Loan Documents.

Syndication. Without limiting Lender’s rights under Section 11.1, the provisions of this Section 11.9 shall only apply prior to a Securitization and following a Securitization of the Loan, the provisions of this Section 11.9 (and the related terms defined herein and used elsewhere in the Loan Documents) shall be deemed deleted in their entirety. (a) Subject Sale of Loan, Co-Lenders, Participations and Servicing. (i) Lender and any Co-Lender may, at their option, without Borrower’s consent (but with notice to Borrower), sell with novation all or any part of their right, title and interest in, and to, and under the Loan (the “Syndication”), to one or more additional lenders (each a “Co-Lender”). Each additional Co-Lender shall enter into an assignment and assumption agreement (the “Assignment and Assumption”) assigning a portion of Lender’s or Co-Lender’s rights and obligations under the Loan, and pursuant to which the additional Co-Lender accepts such assignment and assumes the assigned obligations. From and after the effective date specified in the Assignment and Assumption (i) each Co-Lender shall be a party hereto and to each Loan Document to the extent of the applicable percentage or percentages set forth in the Assignment and Assumption and, except as specified otherwise herein, shall succeed to the rights and obligations of Lender and the Co-Lenders hereunder and thereunder in respect of the Loan, and (ii) Lender, as lender and each Co-Lender, as applicable, shall, to the extent such rights and obligations have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations hereunder and under the Loan Documents from and after the date of such transfer. (ii) The liabilities of Lender and each of the Co-Lenders shall be several and not joint, and Lender’s and each Co-Lender’s obligations to Borrower under this Agreement shall be reduced by the amount of each such Assignment and Assumption. Neither Lender nor any Co-Lender shall be responsible for the obligations of any other Co-Lender. Lender and each Co-Lender shall be liable to Borrower only for their respective proportionate shares of the Loan. (iii) Borrower agrees that it shall, in connection with any sale of all or any portion of the Loan, whether in whole or to an additional Co-Lender or Participant, within ten (10) Business Days after requested by Agent, furnish Agent with the certificates required under Sections 4.12 and 4.13 hereof and such other information as reasonably requested by any additional Co-Lender or Participant in performing its due diligence in connection with its purchase of an interest in the Loan. (iv) As of the Closing Date, CF (or an Affiliate of CF) shall act as administrative agent for itself and the Co-Lenders (together with any successor administrative agent, the “Agent”) pursuant to this Section 11.9. Borrower acknowledges that CF, as Agent, shall have the sole and exclusive authority to execute and perform this Agreement and each Loan Document on behalf of itself, as a Lender and as agent for itself and the Co-Lenders subject to the terms of the Co-Lending Agreement. Each Lender acknowledges that CF, as Agent, shall retain the exclusive right to grant approvals and conditions give consents with respect to all matters requiring consent hereunder. Except as otherwise provided herein, Borrower shall have no obligation to recognize or deal directly with any Co-Lender, and no Co-Lender shall have any right to deal directly with Borrower with respect to the rights, benefits and obligations of Borrower under this Agreement, the Loan Documents or any one or more documents or instruments in respect thereof. Borrower may rely conclusively on the actions of CF as Agent to bind CF and the Co-Lenders, notwithstanding that the particular action in question may, pursuant to this Agreement (including Sections 19.1 and 19.2)or the Co-Lending Agreement be subject to the consent or direction of some or all of the Co-Lenders. CF may resign as Agent of the Co-Lenders, in its sole discretion, or if required to by the Lender may organize a syndicate of lenders (the “Syndicate”) to whom the Lender may assign, novate or otherwise transfer up to sixty percent (60%) of its original Commitment hereunder (together Co-Lenders in accordance with the Lender’s rightsterm of the Co-Lending Agreement, interests and obligations related thereto). (b) In in each case without the event consent of but upon prior written notice to Borrower. Upon any such resignation, a Syndicate is formed successor Agent shall be determined pursuant to the terms hereinof the Co-Lending Agreement. The term Agent shall mean any successor Agent. (v) Notwithstanding any provision to the contrary in this Agreement, the Agent (as Agent only) shall not have any duties or responsibilities except those expressly set forth herein (and in the Co-Lending Agreement) and except as expressly set forth herein and in the Co-Lending Agreement, no covenants, functions, responsibilities, duties, obligations or liabilities of Agent shall be implied by or inferred from this Agreement, the Co-Lending Agreement, or any other Loan Document, or otherwise exist against Agent. (vi) Except to the extent its obligations hereunder and its interest in the Loan have been assigned pursuant to one or more Assignments and Assumption, CF, as Agent, shall have the same rights and powers under this Agreement as any other Co-Lender and may exercise the same as though it were not Agent, respectively. The term “Co-Lender” or “Co-Lenders” shall, unless otherwise expressly indicated, include CF in its individual capacity. CF and the other Co-Lenders and their respective Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, Borrower, or any Affiliate of Borrower and any Person who may do business with or own securities of Borrower or any Affiliate of Borrower, all as if they were not serving in such capacities hereunder and without any duty to account therefor to each other. (vii) If required by any Co-Lender, Borrower hereby agrees to execute supplemental notes in the principal amount of such Co-Lender’s pro rata share of the Loan substantially in the form of the Note, and such supplemental note shall (i) be payable to order of such Co-Lender, (ii) be dated as of the Closing Date, and (iii) mature on the Maturity Date. Such supplemental note shall provide that it evidences a portion of the existing indebtedness hereunder and under the Note and not any new or additional indebtedness of Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental notes. (viii) CF, as Agent, shall maintain at its domestic lending office or at such other location as CF, as Agent, shall designate in writing to each Co-Lender and Borrower a copy of each Assignment and Assumption delivered to and accepted by it and a register for the recordation of the names and addresses of the Co-Lenders, the amount of each Co-Lender’s proportionate share of the Loan and the name and address of each Co-Lender’s agent for service of process (the “Register”). The entries in the Register shall be conclusive and binding for all times no less than forty percent purposes, absent manifest error, and Borrower, CF, as Agent, and the Co-Lenders may treat each person or entity whose name is recorded in the Register as a Co-Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection and copying by Borrower or any Co-Lender during normal business hours upon reasonable prior notice to the Agent. A Co-Lender may change its address and its agent for service of process upon written notice to Lender, as Agent and to Borrower which notice shall only be effective upon actual receipt by CF, as Agent and Borrower, which receipt will be acknowledged by CF, as Agent and Borrower upon request. (40%ix) Notwithstanding anything herein to the contrary, any financial institution or other entity may be sold a participation interest in the Loan by Lender or any Co-Lender without Borrower’s consent (such financial institution or entity, a “Participant”). No Participant shall have any rights under this Agreement, the Note or any of the Loan Documents and no more than fifty percent (50%) the Participant’s rights in respect of such participation shall be solely against Lender or Co-Lender, as the case may be, as set forth in the participation agreement executed by and between Lender or Co-Lender, as the case may be, and such Participant. Borrower may rely conclusively on the actions of Lender as Agent to bind Lender and any Participant, notwithstanding that the particular action in question may, pursuant to this Agreement or any participation agreement be subject to the consent or direction of some or all of the Participants. No participation shall relieve Lender or Co-Lender, as the case may be, from its obligations hereunder or under the Note or the Loan Documents and Lender or Co-Lender, as the case may be, shall remain solely responsible for the performance of its original Commitment obligations hereunder. (cx) The Borrower agrees that if the terms and conditions with respect to a Lender Transfer and formation of a Syndicate as Notwithstanding any other provision set forth in this Section 19 have, in the Borrower’s opinion, been satisfied, the Borrower will apppoint the Lender as the lead arranger, security agent and facility agent of the Syndicate; provided that the Lender shall at all times remain the lead arranger, security agent and facility agent of the Syndicate. (d) In connection with the Lender’s formation of a Syndicate, the Lender hereby covenants that it shall and shall procure the other lenders of the Syndicate to enter into an amendment and restatement of this Agreement, and/or Lender or any other loan documentation, each Co-Lender may at any time create a security interest in form and substance satisfactory to the Borrower (the “Syndicate Loan Documents”). The Lender agrees that the commercial terms and conditions all or any portion of the Syndicate Loan Documents shall: (i) not modify the terms and conditions set forth herein and/or in the other Finance Documents its rights under this Agreement (including, without limitation, the interest rate, interest period, tenor, representations, covenants, security and other terms and conditions); and (ii) not increase amounts owing to it in favor of any obligations or reduce any rights Federal Reserve Bank in accordance with Regulation A of the Borrower and/or the Shareholders with respect to any Facility. (e) The Borrower agrees to use commercially reasonable efforts to cooperate with the Lender in connection with the Syndicate Loan Documents; provided that the Borrower shall not be required to pay to the Lender or any other member Board of Governors of the Syndicate any additional agency fee, arrangement fee, participation fee, legal fee, or any other amounts in connection with the Syndicate or the Syndicate Loan DocumentsFederal Reserve System). (f) The Lender agrees that the Borrower’s obligations and liabilities under the Finance Documents shall terminate and be fully discharged upon the execution and effectiveness of the Syndicate Loan Documents.

Syndication. It is agreed that RBS Citizens or Citizens will act as the administrative agent (ain such capacity, the "Administrative Agent") Subject for the Banks and/or the Lenders, as the case may be, and as sole lead arranger and sole book runner (in such capacity, the "Lead Arranger") of the syndication effort for the Accordion Increase. In connection with such syndication effort, RBS Citizens, in consultation with you, will manage all aspects of the syndication, including, without limitation, making decisions as to the selection and number of institutions to be approached and when such institutions will be approached, when commitments will be accepted, which institutions will participate, the allocations of commitments among syndicate Banks or Lenders, as the case may be (subject to the terms and conditions of this Agreement (including Sections 19.1 and 19.2the Fee Letter), and the Lender may organize a amount and distribution of fees payable to syndicate of lenders (the “Syndicate”) to whom the Lender may assignBanks or Lenders; provided that, novate or otherwise transfer up to sixty percent (60%) of its original Commitment hereunder (together with the Lender’s rights, interests and obligations related thereto). (b) In the event a Syndicate is formed pursuant to the terms herein, the Lender shall maintain at all times no less other than forty percent (40%) and no more than fifty percent (50%) of its original Commitment hereunder. (c) The Borrower agrees that if the terms and conditions with respect to a Lender Transfer and formation of a Syndicate as set forth in this Section 19 havethe Fee Letter, no additional fees will be payable by Borrower or its subsidiaries. The Lead Arranger shall have the right, in consultation with you, to award titles to other co-agents or arrangers who are Lenders that provide (or whose affiliates provide) commitments in respect of the Borrower’s opinionAccordion Increase; provided, been satisfiedthat no other agent, co-agent or arranger other than the Lead Arranger will have rights in respect of the management of the syndication of the Senior Credit Facility (including, without limitation, in respect of "flex" rights under the Fee Letter, over which the Lead Arranger will have sole control). RBS Citizens reserves the right, prior to or after the execution of definitive documentation with respect to the Senior Credit Facility and as part of any syndication thereof or otherwise, to arrange for the assignment of all or a portion of the Commitment to one or more financial institutions that will become Lenders and be party to such definitive documentation: provided that, the Borrower will apppoint Commitment of RBS Citizens to provide the Lender as the lead arranger, security agent and facility agent entire principal amount of the Syndicate; provided that the Lender shall at all times remain the lead arranger, security agent and facility agent of the Syndicate. (d) In connection with the Lender’s formation of a Syndicate, the Lender hereby covenants that it shall and shall procure the other lenders of the Syndicate to enter into an amendment and restatement of this Agreement, and/or any other loan documentation, each in form and substance satisfactory to the Borrower (the “Syndicate Loan Documents”). The Lender agrees that the commercial terms and conditions of the Syndicate Loan Documents shall: (i) not modify Accordion Increase on the terms and conditions set forth in this Commitment Letter, the Term Sheet and the Amended Loan Agreement will be reduced only to the extent any Banks or any such Lenders fund their commitments on the effective date of the Accordion Increase, and Successful Syndication is not a condition to the availability of the Accordion Increase on the Closing Date. In addition, in connection with any such syndication, you acknowledge that RBS Citizens may allocate a portion of the fees payable under the Fee Letter to such other Banks and/or Lenders. It is agreed, however, that no Bank or Lender, as the case may be, will receive compensation from or on behalf of you or the Acquired Company outside the terms contained herein and/or and in the other Finance Documents Fee Letter in order to provide its commitment to participate in the Senior Credit Facility and/or the Accordion Increase. You understand that RBS Citizens intends to commence the syndication efforts immediately, and RBS Citizens reserves the right to conduct syndication both before and after the Closing Date. Until the earlier of (including, without limitation, a) the interest rate, interest period, tenor, representations, covenants, security and other terms and conditions); and (ii) not increase any obligations or reduce any rights end of the Borrower and/or Successful Syndication Period and (b) the Shareholders with respect Expiration Date or earlier termination of this Commitment Letter, you agree to any Facility. (e) The Borrower agrees and agree to use commercially reasonable efforts to cooperate with cause appropriate members of management of the Lender Acquired Company to) actively assist RBS Citizens in completing a timely and orderly syndication of the Accordion Increase that is mutually satisfactory to RBS Citizens and you. Such assistance shall include, but not be limited to, (a) direct contact during the syndication between senior management, representatives and advisors of the Borrower and, to the extent not in violation of applicable law, the Acquired Company, on the one hand, and the Banks and/or prospective Lenders, on the other hand, (b) assistance in the preparation of Confidential Information Memoranda for the Senior Credit Facility and/or the Accordion Increase, as applicable, and other marketing materials to be used in connection with the Syndicate Loan Documents; provided syndication, (c) the hosting, with RBS Citizens, of one or more meetings of Banks and/or prospective Lenders in all such cases at times mutually and reasonably agreed upon, and (d) using commercially reasonable efforts to ensure that the syndication efforts benefit materially from the existing lending relationships of the Borrower shall not and the Acquired Company. RBS Citizens reserves the right to engage the services of its affiliates in furnishing the services to be required performed by RBS Citizens as contemplated herein and to pay allocate (in whole or in part) to any such affiliates any fees payable to them in such manner as they and their affiliates may agree in their sole discretion. You agree that RBS Citizens may share with its affiliates and advisors any information related to the Lender Borrower, the Acquired Company, or any of their respective subsidiaries or affiliates and the Senior Credit Facility or any other member matter contemplated hereby, subject to the confidentiality requirements set forth in Section 9.18 of the Syndicate any additional agency fee, arrangement fee, participation fee, legal fee, or any other amounts in connection with the Syndicate or the Syndicate Existing Loan DocumentsAgreement. (f) The Lender agrees that the Borrower’s obligations and liabilities under the Finance Documents shall terminate and be fully discharged upon the execution and effectiveness of the Syndicate Loan Documents.

Syndication. (a) Subject If the Borrowers agree to the terms and conditions syndication of this Agreement but after a period of at least 3 months after the date of this Agreement has elapsed, it appears likely (including Sections 19.1 in the Agent's reasonable opinion) that the normal syndication process of this Agreement on the basis of the agreed, structure, terms and 19.2)pricing will not be successful, the Lender may organize Borrowers acknowledge that the Agent has the right at any time to change any or all of the terms, structure and/or pricing of the Loan if the Agent determines that such changes are advisable in order to ensure a syndicate successful syndication of lenders (the “Syndicate”) to whom the Lender may assign, novate or otherwise transfer up to sixty percent (60%) of its original Commitment hereunder (together with the Lender’s rights, interests and obligations related thereto)this Agreement. (b) In If the event a Syndicate is formed pursuant to the terms hereinAgent determines such changes are necessary, the Lender shall maintain at all times no less than forty percent (40%) and no more than fifty percent (50%) Agent will consult with the Borrowers for a period of its original Commitment hereunder. (c) The Borrower agrees that if the terms and conditions with respect up to a Lender Transfer and formation 5 Business Days about such changes and, following such period of a Syndicate as set forth in this Section 19 have, in the Borrower’s opinion, been satisfiedconsultation but subject to Clause 26.17(c), the Borrower Borrowers will apppoint the Lender as the lead arranger, security agent and facility agent of the Syndicate; provided will procure that the Lender shall at all times remain the lead arranger, security agent and facility agent of the Syndicate. (d) In connection with the Lender’s formation of a Syndicate, the Lender hereby covenants that it shall and shall procure the other lenders of the Syndicate to each Security Party will enter into an amendment and restatement of this Agreement, and/or any other loan documentation, each documentation in a form and substance satisfactory required by the Agent to implement such changes required by the Borrower (the “Syndicate Loan Documents”). The Lender agrees that the commercial terms and conditions of the Syndicate Loan Documents shall: (i) not modify the terms and conditions set forth herein and/or in the other Finance Documents Agent (including, without limitation, any documentation required to amend the interest rateFinance Documents and to secure the Borrowers' and the Security Parties' liabilities and obligations under the Finance Documents as amended and/or supplemented). (c) If either Borrower or any Security Party does not agree with such changes required by the Agent, interest periodthe Borrowers may give the Agent within a period of 5 days following the expiry of the consultation period not less than 14 days' notice of its intention to terminate the Commitments and prepay the Loan in full at the end of the current Interest Period. (d) A notice under Clause 26.17(c) shall be irrevocable; the Agent shall promptly notify the Lenders of the Borrowers' notice of intended prepayment; and: (i) on the date on which the Agent serves that notice, tenor, representations, covenants, security and other terms and conditions)the Total Commitments shall be cancelled; and (ii) not increase any obligations on the date specified in its notice of intended prepayment, the Borrowers shall prepay (without premium or reduce any rights of penalty) the Borrower and/or Loan, together with accrued interest thereon at the Shareholders with respect to any Facilityapplicable rate plus the Margin. (e) The Borrower agrees Clause 8 shall apply in relation to use commercially reasonable efforts to cooperate with the Lender in connection with the Syndicate Loan Documents; provided that the Borrower shall not be required to pay to the Lender or any other member of the Syndicate any additional agency fee, arrangement fee, participation fee, legal fee, or any other amounts in connection with the Syndicate or the Syndicate Loan Documentssuch prepayment. (f) The Lender agrees that the Borrower’s obligations and liabilities under the Finance Documents shall terminate and be fully discharged upon the execution and effectiveness of the Syndicate Loan Documents.

Syndication. (a) Subject Guarantor has received and reviewed the ----------- Syndication Agreement. Guarantor acknowledges, agrees, and consents to the terms and conditions of this Agreement (including Sections 19.1 and 19.2), the Lender may organize a syndicate of lenders (the “Syndicate”) to whom the Lender may assign, novate or otherwise transfer up to sixty percent (60%) of its original Commitment hereunder (together with the Lender’s rights, interests and obligations related thereto). (b) In the event a Syndicate is formed pursuant to the terms herein, the Lender shall maintain at all times no less than forty percent (40%) and no more than fifty percent (50%) of its original Commitment hereunder. (c) The Borrower agrees that if the terms and conditions with respect to a Lender Transfer and formation of a Syndicate as set forth in this Section 19 have, in the Borrower’s opinion, been satisfied, the Borrower will apppoint the Lender as the lead arranger, security agent and facility agent of the Syndicate; provided that the Lender shall at all times remain the lead arranger, security agent and facility agent of the Syndicate. (d) In connection with the Lender’s formation of a Syndicate, the Lender hereby covenants that it shall and shall procure the other lenders of the Syndicate to enter into an amendment and restatement of this Agreement, and/or any other loan documentation, each in form and substance satisfactory to the Borrower (the “Syndicate Loan Documents”). The Lender agrees that the commercial terms and conditions of the Syndicate Loan Documents shall: (i) not modify Bank's transfer, assignment, and syndication of a portion of the Bank Debt to the Syndication Parties (and any further such transfers or acquisitions in the future) under the terms and conditions set forth herein and/or in the other Finance Documents (includingSyndication Agreement, without limitation, the interest rate, interest period, tenor, representations, covenants, security and other terms and conditions); and (ii) not increase any obligations or reduce any rights Borrower's execution of the Borrower and/or Syndication Party Notes (now and in the Shareholders future in the event portions of the Bank Debt are acquired by other entities who become Syndication Parties). Guarantor further agrees and acknowledges (iii) that Bank is acting hereunder in its own benefit and, in its role as Agent Bank, for the benefit of the present and future Syndication Parties; (iv) that, except where the context clearly requires a different construction, the rights, powers and duties granted to Bank in Articles 9, 14, 15, 16, and 18 of the Loan Agreement are granted to it in its role as Agent Bank ("Agent Bank Rights"); and (v) that in the event that, pursuant to the provisions of the Syndication Agreement, a successor is appointed for Bank in its capacity as Agent Bank ("Successor Agent Bank"), such Successor Agent Bank shall be entitled to exercise all the Agent Bank Rights hereunder. If a Successor Agent Bank is appointed, Bank shall provide Guarantor with a written notice identifying such Successor Agent Bank. The Syndication Parties may have an agreement among themselves as to notices, amendments, waivers, consents, actions, decisions and other matters under this Guaranty; however, in no event shall Guarantor be required to provide notice to other than the Agent Bank (or Successor Agent Bank) or to deal with other than the Agent Bank (or Successor Agent Bank) with respect to any Facilityamendments, waivers, consents, actions, decisions or other matters under this Guaranty. (e) The Borrower agrees to use commercially reasonable efforts to cooperate with the Lender in connection with the Syndicate Loan Documents; provided that the Borrower shall not be required to pay to the Lender or any other member of the Syndicate any additional agency fee, arrangement fee, participation fee, legal fee, or any other amounts in connection with the Syndicate or the Syndicate Loan Documents. (f) The Lender agrees that the Borrower’s obligations and liabilities under the Finance Documents shall terminate and be fully discharged upon the execution and effectiveness of the Syndicate Loan Documents.

Syndication. Without limiting Lender’s rights under Section 11.1, the provisions of this Section 11.8 shall only apply in the event that the Loan is syndicated in accordance with the provisions of this Section 11.8 set forth below. (a) Subject Sale of Loan, Co-Lenders, Participations and Servicing. (i) Lender and any Co-Lender may, at their option, without Borrower’s consent (but with notice to the terms and conditions of this Agreement (including Sections 19.1 and 19.2Borrower), sell with novation all or any part of their right, title and interest in, and to, and under the Lender may organize a syndicate of lenders Loan (the “SyndicateSyndication”), to one or more additional lenders (each a “Co-Lender”). Each additional Co-Lender shall enter into an assignment and assumption agreement (the “Assignment and Assumption”) assigning a portion of Lender’s or Co-Lender’s rights and obligations under the Loan, and pursuant to whom which the additional Co-Lender accepts such assignment and assumes the assigned obligations. From and after the effective date specified in the Assignment and Assumption (i) each Co-Lender shall be a party hereto and to each Loan Document to the extent of the applicable percentage or percentages set forth in the Assignment and Assumption and, except as specified otherwise herein, shall succeed to the rights and obligations of Lender and the Co-Lenders hereunder and thereunder in respect of the Loan, and (ii) Lender, as lender and each Co-Lender, as applicable, shall, to the extent such rights and obligations have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations hereunder and under the Loan Documents. (ii) The liabilities of Lender and each of the Co-Lenders shall be several and not joint, and Lender’s and each Co-Lender’s obligations to Borrower under this Agreement shall be reduced by the amount of each such Assignment and Assumption. Neither Lender nor any Co-Lender shall be responsible for the obligations of any other Co-Lender. Lender and each Co-Lender shall be liable to Borrower only for their respective proportionate shares of the Loan. (iii) Borrower agrees that it shall, in connection with any sale of all or any portion of the Loan, whether in whole or to an additional Co-Lender or Participant, within ten (10) Business Days after requested by Agent, furnish Agent with the information and certificates required under Sections 4.12 and 4.13 hereof. Subject in all events to the provisions of Section 17.11(b), Lender may assignfurnish any information concerning the Borrower, novate any other Borrower Party or otherwise transfer up any affiliate thereof in the possession of such Lender from time to sixty percent time to Co-Lenders and Participants (60%) of its original Commitment hereunder (together with the Lender’s rights, interests including prospective Co-Lenders and obligations related theretoParticipants). (biv) In Lender (or an Affiliate of Lender) shall act as administrative agent for itself and the event Co-Lenders (together with any successor administrative agent, the “Agent”) pursuant to this Section 11.8. Borrower acknowledges that Lender, as Agent, shall have the sole and exclusive authority to execute and perform this Agreement and each Loan Document on behalf of itself, as Lender and as agent for itself and the Co-Lenders subject to the terms of the Co-Lending Agreement. Lender acknowledges that Lender, as Agent, shall retain the exclusive right to grant approvals and give consents with respect to all matters requiring consent hereunder. Except as otherwise provided herein, Borrower shall have no obligation to recognize or deal directly with any Co-Lender, and no Co-Lender shall have any right to deal directly with Borrower with respect to the rights, benefits and obligations of Borrower under this Agreement, the Loan Documents or any one or more documents or instruments in respect thereof. Borrower may rely conclusively on the actions of Lender as Agent to bind Lender and the Co-Lenders, notwithstanding that the particular action in question may, pursuant to this Agreement or the Co-Lending Agreement be subject to the consent or direction of some or all of the Co-Lenders. Lender may resign as Agent of the Co-Lenders, in its sole discretion, or if required to by the Co-Lenders in accordance with the term of the Co-Lending Agreement, in each case without the consent of but upon prior written notice to Borrower. Upon any such resignation, a Syndicate is formed successor Agent shall be determined pursuant to the terms hereinof the Co-Lending Agreement, subject to the consent of Borrower (provided no Event of Default has occurred, which consent shall not be unreasonably withheld, conditioned or delayed). The term Agent shall mean any successor Agent. (v) Notwithstanding any provision to the contrary in this Agreement, the Agent shall not have any duties or responsibilities except those expressly set forth herein (and in the Co-Lending Agreement) and no covenants, functions, responsibilities, duties, obligations or liabilities of Agent shall be implied by or inferred from this Agreement, the Co-Lending Agreement, or any other Loan Document, or otherwise exist against Agent. (vi) Except to the extent its obligations hereunder and its interest in the Loan have been assigned pursuant to one or more Assignments and Assumption, Lender, as Agent, shall have the same rights and powers under this Agreement as any other Co-Lender and may exercise the same as though it were not Agent, respectively. The term “Co-Lender” or “Co-Lenders” shall, unless otherwise expressly indicated, include Lender in its individual capacity. Lender and the other Co-Lenders and their respective Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, Borrower, or any Affiliate of Borrower and any Person who may do business with or own securities of Borrower or any Affiliate of Borrower, all as if they were not serving in such capacities hereunder and without any duty to account therefor to each other. (vii) If required by any Co-Lender, Borrower hereby agrees to execute supplemental notes in the principal amount of such Co-Lender’s pro rata share of the Loan substantially in the form of the Note, and such supplemental note shall (i) be payable to order of such Co-Lender, (ii) be dated as of the Closing Date, and (iii) mature on the Maturity Date. Such supplemental note shall provide that it evidences a portion of the existing indebtedness hereunder and under the Note and not any new or additional indebtedness of Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental notes. (viii) Lender, as Agent, shall maintain at its domestic lending office or at such other location as Lender, as Agent, shall designate in writing to each Co-Lender and Borrower a copy of each Assignment and Assumption delivered to and accepted by it and a register for the recordation of the names and addresses of the Co-Lenders, the amount of each Co-Lender’s proportionate share of the Loan and the name and address of each Co-Lender’s agent for service of process (the “Register”). The entries in the Register shall be conclusive and binding for all times no less than forty percent purposes, absent manifest error, and Borrower, Lender, as Agent, and the Co-Lenders may treat each person or entity whose name is recorded in the Register as a Co-Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection and copying by Borrower or any Co-Lender during normal business hours upon reasonable prior notice to the Agent. A Co-Lender may change its address and its agent for service of process upon written notice to Lender, as Agent, which notice shall only be effective upon actual receipt by Lender, as Agent, which receipt will be acknowledged by Lender, as Agent, upon request. (40%ix) Notwithstanding anything herein to the contrary, any financial institution or other entity may be sold a participation interest in the Loan by Lender or any Co-Lender without Borrower’s consent (such financial institution or entity, a “Participant”). No Participant shall have any rights under this Agreement, the Note or any of the Loan Documents and no more than fifty percent (50%) the Participant’s rights in respect of such participation shall be solely against Lender or Co-Lender, as the case may be, as set forth in the participation agreement executed by and between Lender or Co-Lender, as the case may be, and such Participant. Borrower may rely conclusively on the actions of Lender as Agent to bind Lender and any Participant, notwithstanding that the particular action in question may, pursuant to this Agreement or any participation agreement be subject to the consent or direction of some or all of the Participants. No participation shall relieve Lender or Co-Lender, as the case may be, from its obligations hereunder or under the Note or the Loan Documents and Lender or Co- Lender, as the case may be, shall remain solely responsible for the performance of its original Commitment obligations hereunder. (cx) The Borrower agrees that if the terms and conditions with respect to a Lender Transfer and formation of a Syndicate as Notwithstanding any other provision set forth in this Section 19 have, in the Borrower’s opinion, been satisfied, the Borrower will apppoint the Lender as the lead arranger, security agent and facility agent of the Syndicate; provided that the Lender shall at all times remain the lead arranger, security agent and facility agent of the Syndicate. (d) In connection with the Lender’s formation of a Syndicate, the Lender hereby covenants that it shall and shall procure the other lenders of the Syndicate to enter into an amendment and restatement of this Agreement, and/or Lender or any other loan documentation, each Co-Lender may at any time create a security interest in form and substance satisfactory to the Borrower (the “Syndicate Loan Documents”). The Lender agrees that the commercial terms and conditions all or any portion of the Syndicate Loan Documents shall: (i) not modify the terms and conditions set forth herein and/or in the other Finance Documents its rights under this Agreement (including, without limitation, the interest rate, interest period, tenor, representations, covenants, security and other terms and conditions); and (ii) not increase amounts owing to it in favor of any obligations or reduce any rights Federal Reserve Bank in accordance with Regulation A of the Borrower and/or the Shareholders with respect to any Facility. (e) The Borrower agrees to use commercially reasonable efforts to cooperate with the Lender in connection with the Syndicate Loan Documents; provided that the Borrower shall not be required to pay to the Lender or any other member Board of Governors of the Syndicate any additional agency fee, arrangement fee, participation fee, legal fee, or any other amounts in connection with the Syndicate or the Syndicate Loan DocumentsFederal Reserve System). (f) The Lender agrees that the Borrower’s obligations and liabilities under the Finance Documents shall terminate and be fully discharged upon the execution and effectiveness of the Syndicate Loan Documents.

Syndication. We reserve the right and intend, prior to or after ----------- the execution of the definitive documentation for the Credit Facilities (a) Subject to the terms and conditions of this Agreement (including Sections 19.1 and 19.2"Credit Documents"), the Lender may organize to syndicate all or a syndicate portion of lenders (the “Syndicate”) our commitments to whom the Lender may assign, novate one or otherwise transfer up to sixty percent (60%) of its original Commitment hereunder ----------------- more financial institutions (together with Xxxxxxx Xxxxx, BofA and BAB, the Lender’s rights"Lenders"). Xxxxxxx Xxxxx'x commitment hereunder is subject to Xxxxxxx Xxxxx -------- (or one of its affiliates) acting as a co-lead arranger and co-book-runner for the Senior Secured Credit Facilities and co-lead arranger and sole book-runner for the Interim Loan. BofA's and XXX's commitment hereunder is subject to BAS acting as co-lead arranger and co-book runner for the Senior Secured Credit Facilities and co-lead arranger for the Interim Loan and BofA acting as Administrative Agent for the Senior Secured Credit Facilities and BAB acting as Administrative Agent for the Interim Loan. We (or one of our respective affiliates) will manage all aspects of the syndication (in consultation with you), interests and obligations related thereto). (b) In the event a Syndicate is formed pursuant including decisions as to the terms hereinselection of potential Lenders to be approached and when they will be approached, when their commitments will be accepted, which Xxxxxxx will participate and the Lender shall maintain at all times no less than forty percent (40%) and no more than fifty percent (50%) of its original Commitment hereunder. (c) The Borrower agrees that if the terms and conditions with respect to a Lender Transfer and formation of a Syndicate as set forth in this Section 19 have, in the Borrower’s opinion, been satisfied, the Borrower will apppoint the Lender as the lead arranger, security agent and facility agent final allocations of the Syndicate; provided that commitments among the Lender shall at Lenders (which are likely not to be pro rata across facilities among Lenders), and we will perform all times remain functions --- ---- and exercise all authority as customarily performed and exercised in such capacities, including selecting counsel for the lead arranger, security agent Lenders and facility agent of negotiating the Syndicate. (d) In connection with the Lender’s formation of a Syndicate, the Lender hereby covenants that it shall and shall procure the other lenders of the Syndicate to enter into an amendment and restatement of this Agreement, and/or any other loan documentation, each in form and substance satisfactory Credit Documents. Notwithstanding anything herein to the contrary, Borrower (the “Syndicate Loan Documents”). The Lender agrees that the commercial terms may designate other financial institutions reasonably acceptable to Xxxxxxx Xxxxx and conditions Bank of the Syndicate Loan Documents shall: (i) not modify the terms and conditions set forth herein and/or in the other Finance Documents (including, without limitation, the interest rate, interest period, tenor, representations, covenants, security and other terms and conditions); and (ii) not increase any obligations or reduce any rights of the Borrower and/or the Shareholders with respect America to any Facility. (e) The Borrower agrees to use commercially reasonable efforts to cooperate with the Lender function in connection with the Syndicate Loan Documents; provided that underwriting and syndication of the Credit Facilities with titles and responsibilities to be designated by Borrower and reasonably acceptable to Xxxxxxx Xxxxx and Bank of America. Subject to the foregoing, any other agent or arranger titles (including co-agents) awarded to other Lenders are subject to our prior approval and shall not be required to pay entail any role with respect to the matters referred to in this paragraph without our prior consent. You agree that no Lender or any other member will receive compensation outside the terms contained herein and in the Fee Letter in order to obtain its commitment to participate in the Credit Facilities. You understand that we intend to commence the separate syndication of each of the Syndicate any additional agency feeSenior Secured Credit Facilities and the Interim Loan promptly, arrangement feeand you agree actively to assist us in achieving a timely syndication that is satisfactory to us. The syndication efforts will be accomplished by a variety of means, participation feeincluding direct contact during the syndication between senior management and advisors of Borrower and Target on the one hand, legal feeand the proposed Lenders on the other hand and Borrower hosting, or any with Xxxxxxx Xxxxx and Bank of America, meetings with prospective Lenders at such times and places as we may reasonably request. You agree to, upon our request, (a) provide, and cause your advisors to provide, and use your reasonable best efforts to have Target provide, to us all information reasonably requested by us to successfully complete the syndication, including the information and projections (including updated projections) contemplated hereby, and (b) assist, and cause your advisors to assist, and use your reasonable best efforts to have Target assist, us in the preparation of a Confidential Information Memorandum and other amounts marketing materials (the contents of which you shall be solely responsible for) to be used in connection with the Syndicate or the Syndicate Loan Documentssyndication, including making available representatives of Target. You also agree to use your commercially reasonable best efforts to ensure that our syndication efforts benefit materially from your existing lending relationships. (f) The Lender agrees that the Borrower’s obligations and liabilities under the Finance Documents shall terminate and be fully discharged upon the execution and effectiveness of the Syndicate Loan Documents.

Syndication. Each Arranger intends and reserves the right to syndicate (ai) Subject the Incremental Term Loan Facility and (ii) solely to the terms and conditions extent that you have not exercised your Designation Right with respect to at least 25% of this Agreement (including Sections 19.1 and 19.2)the aggregate principal amount of the ABL Facility, the Lender may organize a syndicate of lenders (ABL Facility to the “Syndicate”) Lenders; provided that, unless otherwise agreed by you, no assignment prior to whom the Lender may assign, novate Closing Date will reduce or otherwise transfer up release any Commitment Party’s obligation to sixty percent (60%) of fund its original Commitment hereunder (together with commitment or to effectuate the Lender’s rights, interests and obligations related thereto). (b) In Amendment in the event a Syndicate is formed any assignee shall fail to do so on the Closing Date. The Arrangers will lead the syndication, including determining, in consultation with you, the timing of all offers to prospective Lenders, any title of agent or similar designations or roles awarded to any Lender and the acceptance of commitments, the amounts offered and the compensation provided to each Lender from the amounts to be paid to the Arrangers pursuant to the terms herein, the Lender shall maintain at all times no less than forty percent (40%) and no more than fifty percent (50%) of its original Commitment hereunder. (c) The Borrower agrees that if the terms and conditions with respect to a Lender Transfer and formation of a Syndicate as set forth in this Section 19 have, in the Borrower’s opinion, been satisfied, the Borrower will apppoint the Lender as the lead arranger, security agent and facility agent of the Syndicate; provided that the Lender shall at all times remain the lead arranger, security agent and facility agent of the Syndicate. (d) In connection with the Lender’s formation of a Syndicate, the Lender hereby covenants that it shall and shall procure the other lenders of the Syndicate to enter into an amendment and restatement of this Agreement, and/or any other loan documentation, each Commitment Letter and the Arranger Fee Letter and will in form and substance satisfactory to consultation with you determine the Borrower (the “Syndicate Loan Documents”)final commitment allocations. The Lender agrees that the commercial terms and conditions of the Syndicate Loan Documents shall: (i) not modify the terms and conditions set forth herein and/or in the other Finance Documents (including, without limitation, the interest rate, interest period, tenor, representations, covenants, security and other terms and conditions); and (ii) not increase any obligations or reduce any rights of the Borrower and/or the Shareholders with respect to any Facility. (e) The Borrower agrees You agree to use commercially reasonable efforts to ensure that the Arrangers’ syndication efforts benefit from the existing lending and investment banking relationships of the Borrower, the Company and their respective subsidiaries. To facilitate an orderly and successful syndication of the Facilities, you agree that, until the earliest of (a) the termination by the Arrangers of syndication of the Facilities, (b) (i) with respect to the Incremental Term Loan Facility, the earlier of (A) 60 days following the Closing Date and (B) the termination of commitments with respect to the Incremental Term Loan Facility and (ii) with respect to the ABL Facility, the earlier of (A) if the ABL Closing Date occurs, 60 days following the ABL Closing Date and (B) the termination of commitments with respect to the ABL Facility and (c) solely with respect to the Incremental Term Loan Facility, the “Successful Syndication” of the Incremental Term Loan Facility (as defined in the Term Arranger Fee Letter), you will ensure (or with respect to the Company or its subsidiaries, using your commercially reasonable efforts to ensure) there will be no competing issues, offerings, placements or arrangements of any debt facility or any debt security of the Company or the Borrower or any of their respective subsidiaries, including any renewal or refinancing of any existing debt facility or debt security, being issued, offered, placed or arranged without the consent of the Arrangers, if such issuance, offering, placement or arrangement would materially impair the primary syndication of the Facilities (it being understood that (i) indebtedness incurred under the Existing Credit Agreements, the ABL Facility or the Term Loan Credit Agreement, and (ii) (x) as to the Company and its subsidiaries, indebtedness permitted under the Acquisition Agreement to be incurred or remain outstanding prior to the closing date under the Acquisition Agreement, and indebtedness permitted to remain outstanding on and after the closing date under the Acquisition Agreement and (y) as to the Borrower and its subsidiaries, deferred purchase price obligations, ordinary course working capital facilities for foreign subsidiaries, ordinary course capital lease and purchase money and equipment financings will not be deemed to materially impair the primary syndication of the Facilities). You agree to, and agree to use commercially reasonable efforts to obtain contractual undertakings from the Company to, cooperate with, and provide customary information reasonably required by, the Arrangers in connection with all syndication efforts, including: (i) your assistance in preparing as soon as practicable after the Lender date of this Commitment Letter, a customary information memorandum and other customary presentation materials (collectively, “Confidential Information Memoranda”) regarding the business, operations and financial projections of the Borrower and the Company (which shall be, with respect to the Company, limited to the financial information and projections described in Exhibit C) including without limitation the delivery of all customary information relating to the Transactions prepared by or on behalf of the Borrower or the Company; (ii) using commercially reasonable efforts to obtain from Xxxxx’x Investor Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&P”), prior to the launch of the general syndication, a corporate family rating, a corporate credit rating and a credit rating for the Incremental Term Loan Facility; (iii) arranging for direct communications with prospective Lenders in connection with the Syndicate syndication of the Facilities (including without limitation direct contact between appropriate senior management, representatives and advisors of the Borrower (and using commercially reasonable efforts to cause direct contact with appropriate senior management, representatives and advisors of the Company) and participation of such persons in such meetings); (iv) if the ABL Borrowers elect to include Eligible Inventory (as defined in the Existing ABL Credit Agreement) in the Borrowing Base on the ABL Closing Date, inventory appraisals, of the Loan DocumentsParties prior to the ABL Closing Date; provided and (v) hosting (including any preparations with respect thereto) with the Arrangers at places and times reasonably requested by the Arrangers, one or more meetings with prospective Lenders. In addition, you agree to use commercially reasonable efforts to ensure that the ABL Agent and its designees shall have sufficient access to the Borrower and its subsidiaries, and you agree to use commercially reasonable efforts to ensure that the ABL Agent and its designees shall have sufficient access to the Company and its subsidiaries, to complete a field examination as soon as practicable after the date hereof. You will be solely responsible for the contents of the Confidential Information Memoranda and all other information, documentation or other materials delivered to us in connection therewith and you acknowledge that we will be using and relying upon such information without independent verification thereof as provided in Section 4 below. Subject to your consent, not to be unreasonably withheld or delayed, and compliance with applicable laws, you agree that each Arranger has the right to place advertisements in financial and other newspapers at its own expense describing its services to you and the Borrower. We agree that the only financial statements that shall be required to pay be provided to the Lender or any other member of the Syndicate any additional agency fee, arrangement fee, participation fee, legal fee, or any other amounts Commitment Parties in connection with the Syndicate syndication of the Facilities shall be those required to be delivered pursuant to paragraphs 3 and 4 of Exhibit C. Notwithstanding anything to the contrary contained in this Commitment Letter or the Syndicate Loan Documents. Fee Letter or any other letter agreement or undertaking concerning the financing of the Transactions to the contrary, your obligations to assist in syndication efforts as provided herein (fincluding compliance with any of the provisions set forth in this paragraph), shall not constitute a condition to the commitments hereunder or the funding of the Facilities on the Closing Date. You understand that certain prospective Lenders (such Lenders, “Public Lenders”) The Lender agrees may have personnel that do not wish to receive MNPI (as defined below). At an Arranger’s request, you agree to assist in the preparation of an additional version of the Confidential Information Memoranda that does not contain material non-public information (as reasonably determined by you) concerning you, the Company or your or its respective subsidiaries or affiliates or your or its respective securities (collectively, “MNPI”) which is suitable to make available to Public Lenders. You acknowledge and agree that the Borrower’s obligations following documents may be distributed to Public Lenders (unless you or your counsel promptly notify us (including by email) otherwise and liabilities under the Finance Documents shall terminate provided that you and be fully discharged upon the execution your counsel have been given a reasonable opportunity to review such documents and effectiveness comply with applicable securities law disclosure obligations): (a) drafts and final versions of the Syndicate Loan DocumentsFacilities Documentation; (b) administrative materials prepared by any Arranger for prospective Lenders (including without limitation a lender meeting invitation, allocations and funding and closing memoranda); and (c) summaries of terms and notification of changes in the terms and conditions of the Facilities. Before distribution of any Confidential Information Memoranda in connection with the syndication of the Facilities (i) to prospective Lenders that are not Public Lenders, you will provide us with a customary letter authorizing the dissemination of such materials and (ii) to prospective Public Lenders, you will provide us with a customary letter authorizing the dissemination of information that does not contain MNPI (the “Public Information Materials”) to Public Lenders and confirming the absence of MNPI therein. The Confidential Information Memoranda provided to Lenders and prospective Lenders will be accompanied by a disclaimer by such recipients exculpating us with respect to any use thereof and of any related materials by the recipients thereof. In addition, at an Arranger’s request, you will identify Public Information Materials by marking the same as “PUBLIC” and by doing so you shall be deemed to have authorized the Commitment Parties and the proposed Lenders to treat such Public Information Materials as not containing any MNPI. It is agreed that the completion of the successful syndication of, or receipt of commitments in respect of, the Facilities will not be a condition to the Commitment Parties’ commitments hereunder.