NATUS MEDICAL INCORPORATED · The accompanying interim condensed consolidated financial statements of Natus Medical Incorporated (“Natus,” “we,” “us,” “our,” or the

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 000-33001

NATUS MEDICAL INCORPORATED(Exact name of registrant as specified in its charter)

Delaware 77-0154833(State or other jurisdiction of

incorporation or organization) (I.R.S. Employer

Identification No.)

6701 Koll Center Parkway, Suite 120, Pleasanton, CA 94566(Address of principal executive offices) (Zip Code)

(925) 223-6700(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post suchfiles). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or asmaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”in Rule 12b-2 of the Exchange Act.:

Large Accelerated filer ý Accelerated filer ¨

Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct). Yes ¨ No ý

The number of issued and outstanding shares of the registrant’s Common Stock, $0.001 par value, as of October 28, 2016was 32,911,604.

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NATUS MEDICAL INCORPORATED

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Page No.

PART I. FINANCIAL INFORMATION 3 Item 1. Financial Statements 3

Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015(unaudited)

3

Condensed Consolidated Statements of Income and Comprehensive Income for the three andnine months ended September 30, 2016 and 2015 (unaudited)

4

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30,2016 and 2015 (unaudited)

5

Notes to Condensed Consolidated Financial Statements (unaudited) 6 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17 Item 3. Quantitative and Qualitative Disclosures about Market Risk 26 Item 4. Controls and Procedures 26 PART II. OTHER INFORMATION 27 Item 1. Legal Proceedings 27 Item 1A. Risk Factors 27 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 27 Item 5. Other Information 27 Item 6. Exhibits 27 Signatures 29

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NATUS MEDICAL INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)(in thousands, except share and per share amounts)

September 30,

2016 December 31,

2015ASSETS Current assets:

Cash and cash equivalents $ 81,073 $ 82,469Short-term investments 25,429 —Accounts receivable, net of allowance for doubtful accounts of $4,706 in 2016 and $4,686 in 2015 84,870 99,080Inventories 51,654 48,572Prepaid expenses and other current assets 22,939 11,235

Total current assets 265,965 241,356Property and equipment, net 18,127 16,967Intangible assets, net 82,775 86,536Goodwill 111,918 107,466Deferred income tax 12,694 12,782Other assets 19,236 14,389

Total assets $ 510,715 $ 479,496LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities:

Accounts payable $ 17,107 $ 23,660Accrued liabilities 38,711 42,137Deferred revenue 33,334 11,311

Total current liabilities 89,152 77,108Long-term liabilities:

Other liabilities 8,359 7,781Deferred income tax 3,819 3,897

Total liabilities 101,330 88,786Stockholders’ equity:

Common Stock, $0.001 par value, 120,000,000 shares authorized; shares issued and outstanding32,888,068 in 2016 and 33,153,500 in 2015 311,058 323,745Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding in 2016and 2015 — —

Retained earnings 139,176 106,814Accumulated other comprehensive loss (40,849) (39,849)

Total stockholders’ equity 409,385 390,710Total liabilities and stockholders’ equity $ 510,715 $ 479,496

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME(unaudited)

(in thousands, except per share amounts)

Three Months Ended

September 30, Nine Months Ended

September 30, 2016 2015 2016 2015Revenue $ 90,906 $ 94,583 $ 274,193 $ 275,915Cost of revenue 32,194 35,520 102,542 104,468Intangibles amortization 612 683 1,818 2,048

Gross profit 58,100 58,380 169,833 169,399Operating expenses:

Marketing and selling 19,746 22,495 61,578 65,345Research and development 7,689 7,700 22,596 21,867General and administrative 12,821 10,031 37,225 33,239Intangibles amortization 2,409 2,036 6,741 5,165Restructuring 197 42 1,315 358

Total operating expenses 42,862 42,304 129,455 125,974Income from operations 15,238 16,076 40,378 43,425Other income (expense), net (893) 7 (412) (1,203)Income before provision for income tax 14,345 16,083 39,966 42,222Provision for income tax expense 1,032 5,151 7,605 12,842

Net income $ 13,313 $ 10,932 $ 32,361 $ 29,380Foreign currency translation adjustment 424 (642) (999) (4,452)Comprehensive income $ 13,737 $ 10,290 $ 31,362 $ 24,928Earnings per share:

Basic $ 0.41 $ 0.34 $ 1.00 $ 0.91Diluted $ 0.40 $ 0.33 $ 0.98 $ 0.89

Weighted average shares used in the calculation of earnings per share: Basic 32,388 32,432 32,476 32,279Diluted 32,981 33,253 33,077 33,194


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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)(in thousands)

Nine Months Ended

September 30, 2016 2015Operating activities:

Net income $ 32,361 $ 29,380Adjustments to reconcile net income to net cash provided by operating activities:

Provision for losses on accounts receivable 940 945Excess tax benefit on the exercise of stock options — (5,304)Depreciation and amortization 12,820 11,346Gain on disposal of property and equipment (21 ) —Warranty reserve 3,273 4,771Share-based compensation 6,957 5,382Changes in operating assets and liabilities:

Accounts receivable 19,299 (6,681)Inventories (6,353) (7,014)Prepaid expenses and other assets (13,261) (1,049)Accounts payable (6,062) 3,237Accrued liabilities (6,488) (3,596)Deferred revenue 24,994 (2,049)Deferred income tax 43 5,560

Net cash provided by operating activities 68,502 34,928Investing activities:

Acquisition of businesses, net of cash acquired (15,849) (11,559)Purchases of property and equipment (2,176) (2,990)Purchase of intangible assets (210) (1,158)Purchases of short-term investments (25,429) —

Net cash used in investing activities (43,664) (15,707)Financing activities:

Proceeds from stock option exercises and Employee Stock Purchase Program purchases 2,550 6,086

Excess tax benefit on the exercise of stock options — 5,304Repurchase of common stock (18,257) (9,352)Taxes paid related to net share settlement of equity awards (3,937) (4,303)Contingent consideration (1,284) (664)Proceeds from short-term borrowings 16,000 —Deferred debt issuance costs (533) —Payments on borrowings (16,000) —

Net cash used in financing activities (21,461) (2,929)Exchange rate changes effect on cash and cash equivalents (4,773) (649)Net increase in cash and cash equivalents (1,396) 15,643Cash and cash equivalents, beginning of period 82,469 66,558Cash and cash equivalents, end of period $ 81,073 $ 82,201Supplemental disclosure of cash flow information:

Cash paid for interest $ 41 $ —Cash paid for income taxes $ 8,024 $ 5,348

Non-cash investing activities: Property and equipment included in accounts payable $ 159 $ 200Inventory transferred to property and equipment $ 1,240 $ 797


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1 - Basis of Presentation

The accompanying interim condensed consolidated financial statements of Natus Medical Incorporated (“Natus,” “we,”“us,” “our,” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the UnitedStates of America (“GAAP”). The accounting policies followed in the preparation of the interim condensed consolidatedfinancial statements are consistent in all material respects with those presented in Note 1 to the consolidated financial statementsincluded in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

Interim financial reports are prepared in accordance with the rules and regulations of the Securities and ExchangeCommission; accordingly, they do not include all of the information and notes required by GAAP for annual financialstatements. The interim financial information is unaudited, and reflects all normal adjustments that are, in the opinion ofmanagement, necessary for the fair presentation of our financial position, results of operations, and cash flows for the interimperiods presented. The consolidated balance sheet as of December 31, 2015 was derived from audited financial statements, butdoes not include all disclosures required by GAAP. The accompanying financial statements should be read in conjunction withthe financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. Wehave made certain reclassifications to the prior period to conform to current period presentation.

Operating results for the nine months ended September 30, 2016 are not necessarily indicative of the results that may beexpected for the year ending December 31, 2016. The accompanying condensed consolidated financial statements include theaccounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminatedin consolidation.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 requires revenue recognition to depict the transfer ofgoods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchangefor those goods or services. ASU 2014-09 sets forth a new revenue recognition model that requires identifying the contract,identifying the performance obligations, determining the transaction price, allocating the transaction price to performanceobligations and recognizing the revenue upon satisfaction of performance obligations.

The original effective date for ASU 2014-09 would have required the Company to adopt beginning in its first quarter of2017. In July 2015, the FASB voted to amend ASU 2014-09 by approving a one-year deferral of the effective date as well asproviding the option to early adopt the standard on the original effective date. Accordingly, the Company will adopt the standardin its first quarter of 2018. The new revenue standard may be applied retrospectively to each prior period presented orretrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently evaluating the impactof adopting the new revenue standard on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This standard requires a lessee to recognize thelease assets and lease liabilities arising from operating leases in the statement of financial position. Qualitative along withspecific quantitative disclosures are required by lessees and lessors to meet the objective of enabling users of financialstatements to assess the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscalyears beginning after December 15, 2018 including interim periods within those fiscal years. The Company is currentlyevaluating the impact that will result from adopting ASU 2016-02.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvement toEmployee Share-Based Payment Accounting. The new standard contains several amendments that simplifies the accounting foremployee share-based payment transactions, including the accounting for income

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taxes, forfeitures, statutory tax withholding requirements, classification of awards as either equity or liabilities, and classificationon the statement of cash flows. The changes in the new standard eliminate the accounting for excess tax benefits to be recognizedin additional paid-in capital and tax deficiencies recognized either in the income tax provision or in additional paid-in capital.The Company elected early adoption of ASU 2016-09 in the first quarter of 2016 which was applied using a modifiedretrospective approach. For the nine months ended September 30, 2016, we recognized all excess tax benefits and taxdeficiencies as income tax expense or benefit as a discrete event. An income tax benefit of approximately $1.9 million wasrecognized in the period ended September 30, 2016 as a result of the adoption of ASU 2016-09. There was no change to retainedearnings with respect to excess tax benefits, as this is not applicable to the Company. The treatment of forfeitures has notchanged as we are electing to continue our current process of estimating the number of forfeitures. As such, this has nocumulative effect on retained earnings. With the early adoption of 2016-09, we have elected to present the cash flow statementon a prospective transition method and no prior periods have been adjusted.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain CashReceipts and Cash Payments. This standard provides guidance for eight cash flow classification issues in current GAAP. ASU2016-15 is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. TheCompany elected early adoption of ASU 2016-15 in the first quarter of 2016 relating to Contingent Consideration PaymentsMade after a Business Combination. For the nine months ended September 30, 2016, the Company recognized $1.0 million as acash outflow for investing activities on the Statement of Cash Flows. This payment was made soon after the acquisition date of abusiness combination to settle the contingent consideration from the Monarch acquisition.

2 - Business Combinations

RetCam

On July 6, 2016, we acquired the portfolio of RetCam Imaging Systems ("RetCam") from Clarity Medical Systems, Inc.for $10.6 million in cash. RetCam is an imaging system used to diagnose and monitor a range of ophthalmic maladies inpremature infants. The purchase agreement also included a holdback of $2.0 million which is contingent upon completion ofcertain modifications to RetCam 3 no later than March 31, 2017. Subsequent to the acquisition, an additional $1.1 million waspaid by the Company to Clarity Medical Systems as a result of a working capital adjustment. Results of operations for RetCamwill be included in our consolidated financial statements from the date of acquisition. The total purchase price was allocated $7.7million to tangible assets, $5.0 million to intangible assets with an assigned weighted average life of 5 years being amortized onthe straight line method, and $1.0 million to goodwill, offset by $2.0 million to net liabilities. Purchase price allocation isconsidered preliminary at this time although no material adjustments are anticipated. Pro forma financial information for theRetCam acquisition is not presented as it is not considered material.

NeuroQuest

On March 2, 2016, we acquired NeuroQuest, LLC (“NeuroQuest”) through an asset purchase. NeuroQuest complementsour Global Neuro-Diagnostics ("GND") and Monarch Medical Diagnostics, LLC ("Monarch") acquisitions which offer patientsa convenient way to complete routine-electroencephalography ("EEG") and extended video electronencephalography ("VEEG")testing. The cash consideration for NeuroQuest was $4.6 million. The purchase agreement also included an asset considerationholdback of $0.5 million. The total purchase price was allocated to $0.5 million of tangible assets, $1.3 million of intangibleassets with an assigned weighted average life of 5 years being amortized on the straight line method, and $3.5 million ofgoodwill, offset by $0.1 million of net liabilities. Purchase price allocation is considered preliminary at this time. Pro formafinancial information for the NeuroQuest acquisition is not presented as it is not considered material.

Monarch

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We acquired Monarch Medical Diagnostics, LLC ("Monarch") through an asset purchase on November 13, 2015.Monarch's service compliments our GND acquisition which offers patients a convenient way to complete routine and extendedvideo EEG diagnostic testing. The service also provides comprehensive reporting and support to the physician. The cashconsideration for Monarch was $2.7 million. The purchase agreement also included a contingent consideration holdback of $1.0million which we paid on January 11, 2016. The total purchase price was allocated to $1.2 million of tangible assets, $1.2million of intangible assets with an assigned weighted average life of 5 years being amortized on the straight line method, and$2.4 million of goodwill. Pro forma financial information for the Monarch acquisition is not presented as it is not consideredmaterial.

Global Neuro-Diagnostics

We acquired GND Operating LLC, and Braincare, LLC (collectively "GND") through an equity purchase on January 23,2015. GND's service offers patients a convenient way to complete routine and extended video EEG diagnostic testing, which canbe performed at the home, hospital or physician's office. The service also provides comprehensive reporting and support to thephysician. The cash consideration for GND was $11.4 million, which consists primarily of $1.5 million of tangible assets, $4.8million of intangible assets with an assigned weighted average life of 5 years being amortized on the straight line method, and$8.9 million of goodwill, offset by $0.5 million of net liabilities. The purchase agreement also included an earn-out provisioncontingent upon GND achieving certain revenue milestones from 2015 to 2017. At acquisition we estimated the earn-out to be$3.2 million. Each quarter we evaluate expected future revenue and adjust our estimate accordingly. We currently estimate thisearn-out to be $0.5 million, which was a reduction of $2.8 million in the current quarter, as we expect lower revenues for 2016and 2017 than anticipated. Pro forma financial information for the GND acquisition is not presented as it is not consideredmaterial.

NicView

On January 2, 2015, we purchased the assets of Health Observation Systems, LLC ("NicView") for cash consideration of$1.1 million, of which $0.3 million was allocated to tangible assets and $2.7 million to goodwill, offset by $0.6 million allocatedto net liabilities. NicView provides streaming video for families with babies in the neonatal intensive care unit. The assetpurchase agreement included an earn-out condition of $1.3 million that was contingent upon orders received and installed byFebruary 28, 2016. The earn-out was paid on March 28, 2016. Pro forma financial information for the NicView acquisition isnot presented as it is not considered material.

3 - Earnings Per Share

The components of basic and diluted EPS are as follows (in thousands, except per share amounts):

Three Months Ended


September 30, 2016 2015 2016 2015Net income $ 13,313 $ 10,932 $ 32,361 $ 29,380Weighted average common shares 32,388 32,432 32,476 32,279Dilutive effect of stock based awards 593 821 601 915Diluted Shares 32,981 33,253 33,077 33,194Basic earnings per share $ 0.41 $ 0.34 $ 1.00 $ 0.91Diluted earnings per share $ 0.40 $ 0.33 $ 0.98 $ 0.89Shares excluded from calculation of diluted EPS — — 138 —

4 - Cash, Cash Equivalents, and Short-Term Investments

The Company has invested its excess cash in highly liquid marketable securities such as corporate debt instruments, U.S.government agency securities and asset-backed securities. Investments with maturities greater

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than one year are classified as current because management considers all investments to be available for current operations.

The Company's investments are designed to provide liquidity, preserve capital and maximize total return on investedassets with a focus on high credit-quality securities.

The Company's investments have been classified and accounted for as available-for-sale. Such investments are recordedat fair value and unrealized holding gains and losses are reported as a separate component of accumulated other comprehensiveincome (loss) in the stockholders' equity until realized. Realized gains and losses on sales of investments, if any, are determinedon the specific identification method and are reclassified from accumulated other comprehensive income (loss) to results ofoperations as other income (expense).

The Company, to date, has not determined that any of the unrealized losses on its investments are considered to be other-than-temporary. The Company reviews its investment portfolio to determine if any security is other-than-temporarily impaired,which would require the Company to record an impairment charge in the period any such determination is made. In making thisjudgment, the Company evaluates, among other things: the duration and extent to which the fair value of a security is less thanits cost; the financial condition of the issuer and any changes thereto; and the Company's intent and ability to hold its investmentfor a period of time sufficient to allow for any anticipated recovery in market value, or whether the Company will more likelythan not be required to sell the security before recovery of its aggregated cost basis. The Company has evaluated its investmentsas of September 30, 2016 and has determined that no investments with unrealized losses are other-than-temporarily impaired. Noinvestments have been in a continuous loss position greater than one year.

Cash, cash equivalents and short-term investments consisted of the following (in thousands):

September 30, 2016 December 31, 2015Cash and cash equivalents:

Cash 74,072 82,469U.S. Treasury Bills 7,001 —

Total cash and cash equivalents 81,073 82,469Short-term investments:

U.S. investment grade bonds 16,865 —Developed investment grade bonds 8,564 —

Total short-term investments 25,429 —Total cash, cash equivalents and short-term investments 106,502 82,469

Short-term Investments by investment type are as follows (in thousands):

September 30, 2016 December 31, 2015

AggregatedCost Basis

GrossUnrealized

Gains

GrossUnrealized

Losses AggregatedFair Value

AggregatedCost Basis

GrossUnrealized

Gains

GrossUnrealized

Losses AggregatedFair Value

U.S. investment gradebonds 16,890 1 (26 ) 16,865 — — — —Developed investmentgrade bonds 8,579 — (15 ) 8,564 — — — —

Total short-terminvestments $ 25,469 $ 1 $ (41 ) $ 25,429 $ — $ — $ — $ —

Short-term investments by contractual maturity are as follows (in thousands):

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September 30, 2016 December 31, 2015 Investments InvestmentsDue in one year or less $ 7,342 $ —Due after one year through five years 18,087 —Total short-term investment $ 25,429 $ —

5 - Inventories

Inventories consist of the following (in thousands):

September 30, 2016 December 31, 2015Raw materials and subassemblies $ 26,944 $ 19,041Work in process 2,030 1,343Finished goods 35,895 36,149Total inventories 64,869 56,533Less: Non-current inventories (13,215 ) (7,961)

Inventories, current $ 51,654 $ 48,572

At September 30, 2016 and December 31, 2015, we have classified $13.2 million and $8.0 million, respectively, ofinventories as other assets. We expect that we will not use this inventory within the next twelve months. This inventory consistsprimarily of last time buy items from our suppliers, service components used to repair products pursuant to warranty obligationsand extended service contracts, including service components for products we are not currently selling and inventory that wepurchased in bulk quantities. Management believes that these inventories will be utilized for their intended purpose.

6 – Intangible Assets

The following table summarizes the components of gross and net intangible asset balances (in thousands):

September 30, 2016 December 31, 2015

GrossCarryingAmount

AccumulatedImpairment

AccumulatedAmortization

Net BookValue

GrossCarryingAmount

AccumulatedImpairment

AccumulatedAmortization

Net BookValue

Intangible assets withdefinite lives:

Technology $ 63,264 $ — $ (34,140) $ 29,124 $ 63,668 $ — $ (31,600) $ 32,068Customer related 37,283 — (16,863) 20,420 35,529 — (14,352) 21,177Trade names 34,478 (3,379) (6,232) 24,867 31,837 (3,340) (3,052) 25,445Internallydevelopedsoftware 17,722 — (9,769) 7,953 15,513 — (8,155) 7,358Patents 2,694 — (2,283) 411 2,663 — (2,175) 488

Definite-livedintangible assets $ 155,441 $ (3,379) $ (69,287) $ 82,775 $ 149,210 $ (3,340) $ (59,334) $ 86,536

Finite-lived intangible assets are amortized over their useful lives, which are 5 to 20 years for technology, 4 to 16 years forcustomer related intangibles, 4 to 10 years for internally developed software, 5 to 7 years for trade names, and 10 to 15 years forpatents.

Internally developed software consists of $15.5 million relating to costs incurred for development of internal use computersoftware and $2.2 million for development of software to be sold.

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Amortization expense related to intangible assets with definite lives was as follows (in thousands):

Three Months Ended


September 30, 2016 2015 2016 2015Technology $ 863 $ 934 $ 2,571 $ 2,854Customer related 848 689 2,495 2,092Trade names 1,139 1,024 3,176 2,048Internally developed software 602 434 1,618 1,142Patents 28 28 84 84

Total amortization $ 3,480 $ 3,109 $ 9,944 $ 8,220

Expected amortization expense related to amortizable intangible assets is as follows (in thousands):

Three months ending December 31, 2016 $ 3,3902017 13,5572018 13,3332019 12,1732020 9,9742021 8,522Thereafter 21,826Total expected amortization expense $ 82,775

7 – Goodwill

The carrying amount of goodwill and the changes in the balance are as follows (in thousands):

December 31, 2015 $ 107,466Acquisitions 4,485Foreign currency translation (33 )September 30, 2016 $ 111,918

8 - Property and Equipment, net

Property and equipment, net consist of the following (in thousands):

September 30, 2016 December 31, 2015Land $ 2,865 $ 2,918Buildings 5,335 5,662Leasehold improvements 2,400 2,345Office furniture and equipment 14,513 13,866Computer software and hardware 12,654 10,488Demonstration and loaned equipment 11,838 11,216 49,605 46,495Accumulated depreciation (31,478) (29,528)

Total $ 18,127 $ 16,967

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Depreciation expense of property and equipment was approximately $0.9 million and $2.9 million for the three and ninemonths ended September 30, 2016, respectively, and approximately $1.0 million and $3.1 million for the three and nine monthsended September 30, 2015, respectively.

9 - Reserve for Product Warranties

We provide a warranty with our products that is generally one year in length, but in some cases regulations may require usto provide repair or remediation beyond our typical warranty period. If any of our products contain defects, we may be requiredto incur additional repair and remediation costs. Service for domestic customers is provided by Company-owned service centersthat perform all service, repair, and calibration services. Service for international customers is provided by a combination ofCompany-owned facilities and vendors on a contract basis.

A warranty reserve is included in accrued liabilities for the expected future costs of servicing products. Additions to thereserve are based on management’s best estimate of probable liability. We consider a combination of factors including materialand labor costs, regulatory requirements, and other judgments in determining the amount of the reserve. The reserve is reduced ascosts are incurred to honor existing warranty and regulatory obligations.

As of September 30, 2016 we had accrued $6.5 million of estimated costs to bring certain NeoBLUE® phototherapyproducts into U.S. regulatory compliance. Our estimate of these costs is primarily based upon the number of units outstandingthat may require repair and costs associated with shipping and repairing the product. We expect that costs associated withbringing the products back into compliance will not be incurred until the first quarter of 2017. Additional costs could be incurredin future periods to bring products into regulatory compliance, but such costs cannot currently be reasonably estimated.

The details of activity in the warranty reserve are as follows (in thousands):

Three Months Ended


September 30, 2016 2015 2016 2015

Balance, beginning of period $ 10,858 $ 4,408 $ 10,386 $ 2,753Additions charged to expense 960 1,617 3,273 4,770Reductions (819) (813) (2,660) (2,311)Balance, end of period $ 10,999 $ 5,212 $ 10,999 $ 5,212

The estimates we use in projecting future product warranty costs may prove to be incorrect. Any future determination thatour product warranty reserves are understated could result in increases to our cost of sales and reductions in our operating profitsand results of operations.

10 - Share-Based Compensation

As of September 30, 2016, we have two active share-based compensation plans, the 2011 Stock Awards Plan and the 2011Employee Stock Purchase Plan. The terms of awards granted during the nine months ended September 30, 2016 and our methodsfor determining grant-date fair value of the awards are consistent with those described in the consolidated financial statementsincluded in our Annual Report on Form 10-K for the year ended December 31, 2015.

Details of share-based compensation expense are as follows (in thousands):

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Three Months Ended


September 30, 2016 2015 2016 2015Cost of revenue $ 50 $ 29 $ 169 $ 116Marketing and selling 169 287 622 972Research and development 320 249 1,185 644General and administrative 1,415 1,326 4,981 3,650

Total $ 1,954 $ 1,891 $ 6,957 $ 5,382

As of September 30, 2016, unrecognized compensation expense related to the unvested portion of our stock options andother stock awards was approximately $11.6 million, which is expected to be recognized over a weighted average period of 1.8years.

11 - Other Income (Expense), net

Other income (expense), net consists of (in thousands):

Three Months Ended


September 30, 2016 2015 2016 2015Interest income $ 76 $ 13 $ 94 $ 28Interest expense (223) — (351) —Foreign currency loss (783) (80 ) (282) (1,571)Other 37 74 127 340

Total other income (expense), net $ (893) $ 7 $ (412) $ (1,203)

12 - Income Taxes

Provision for Income Tax Expense

We recorded provisions for income tax of $1.0 million and $7.6 million for the three and nine months ended September 30,2016, respectively. Our effective tax rate was 7.2% and 19.0% for the three and nine months ended September 30, 2016,respectively. We recorded provisions for income tax of $5.2 million and $12.8 million for the three and nine months endedSeptember 30, 2015, respectively. Our effective tax rate was 32.0% and 30.4% for the three and nine months endedSeptember 30, 2015, respectively.

Our effective tax rate for the three and nine months ended September 30, 2016 differed from the federal statutory tax rateprimarily because of profits in foreign jurisdictions with lower tax rates than the federal statutory rate. The decrease in theeffective tax rate for the three and nine months ended September 30, 2016 compared with the three and nine months endedSeptember 30, 2015 is primarily attributable to shifts in the geographical mix of income whereby the income subject to incometaxes recorded in high tax jurisdictions significantly decreased, and the income subject to income taxes recorded in low taxjurisdictions significantly increased.

Our year-to-date results reflect the projected fiscal year 2016 effective tax rate as adjusted for the impact of any quarterlydiscrete events. The impact of the discrete items recorded during the three months ended September 30, 2016 decreased thequarterly tax rate by 11.8%. The tax impacts from material discrete items include the adoption of ASU 2016-09, Compensation -Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting, tax true-up adjustmentsrelating to the filing of 2015 tax returns and adjustment of certain earn-out liabilities. The impacts from adoption of ASU 2016-09 decreased our quarterly effective tax rate by 3.8%; the tax true-up adjustments recorded in this quarter related to the filing of2015 tax returns increased our quarterly tax rate by 1.5% and the accounting income recognized in the adjustment of earn-outliabilities, which is not subject to income taxes, decreased our quarterly effective tax rate by 7.5%. The impact of the discreteitems

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recorded during the three months ended September 30, 2015 decreased the quarterly tax rate by 0.1%. Excluding the impact ofdiscrete items, the decrease in our quarterly effective tax rate for the three months ended September 30, 2016, compared with thethree months ended September 30, 2015, is primarily attributable to forecasted shifts in the geographical mix of income.

We recorded $0.3 million net tax expense of unrecognized tax benefits for the nine months ended September 30, 2016.Within the next twelve months, it is possible our uncertain tax benefit may change within a range of approximately zero to $1.0million. Our tax returns remain open to examinations as follows: U.S. Federal, 2013 through 2015; U.S. States, 2011 through2015; and significant foreign jurisdictions, 2013 through 2015.

13 - Restructuring Reserves

Historically, the Company has completed multiple acquisitions of other companies and businesses. Following anacquisition the Company will, as it determines appropriate, initiate restructuring events to eliminate redundant costs to maintain acompetitive cost structure. Restructuring expenses are related to permanent reductions in workforce and redundant facilityclosures.

The balance of the restructuring reserve is included in accrued liabilities on the accompanying condensed consolidatedbalance sheets. Employee termination benefits are included as a part of restructuring expenses.

Activity in the restructuring reserves for the nine months ended September 30, 2016 is as follows (in thousands):

Personnel Related Facility Related TotalBalance at December 31, 2015 $ 1,676 $ — $ 1,676

Additions 617 1,205 1,822Reversals (425) — (425)Payments (1,853) (688) (2,541)

Balance at September 30, 2016 $ 15 $ 517 $ 532

14 - Debt and Credit Arrangements

The Company has a Credit Agreement with JP Morgan Chase Bank ("JP Morgan") and Citibank, NA (“Citibank”). TheCredit Agreement provides for an aggregate $150.0 million of secured revolving credit facility. The Credit Agreement containscovenants, including covenants relating to maintenance of books and records, financial reporting and notification, compliancewith laws, maintenance of properties and insurance, and limitations on guaranties, investments, issuance of debt, leaseobligations and capital expenditures, and is secured by virtually all of the Company's assets. The Credit Agreement provides forevents of default, including failure to pay any principal or interest when due, failure to perform or observe covenants, bankruptcyor insolvency events and the occurrence of a material adverse effect. The Company has no other significant credit facilities. Asof September 30, 2016 no amounts were outstanding under the Credit Agreement. The Company expects to finance a portion ofan acquisition announced in September 2016 with borrowings under the revolving credit facility, as well as existing cash.

Pursuant to the terms of the Credit Agreement, the outstanding principal balance will bear interest at either (a) afluctuating rate per annum equal to the Applicable Rate, as defined in the Credit Agreement, depending on our leverage ratio plusthe higher of (i) the federal funds rate plus one-half of one percent per annum; (ii) the prime rate in effect on such a day; and (iii)the LIBOR rate plus one percent, or (b) a fluctuating rate per annum of LIBOR Rate plus the Applicable Rate. The CreditAgreement matures on September 23, 2021, at which time all principal amounts outstanding under the Credit Agreement will bedue and payable.

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Due to the execution of the Credit Agreement mentioned above, the Company terminated a previously existing creditagreement between the Company and Citibank. Under this agreement, the Company borrowed and repaid a total of $16.0 millionduring the nine months ended September 30, 2016.

15 - Segment, Customer and Geographic Information

We operate in one reportable segment in which we provide healthcare products and services used for the screening,detection, treatment, monitoring and tracking of common medical ailments.

Our end-user customer base includes hospitals, clinics, laboratories, physicians, nurses, audiologists, and governmentalagencies. Most of our international sales are to distributors who resell our products to end users or sub-distributors.

Revenue and long-lived asset information are as follows (in thousands):

Three Months Ended


September 30, 2016 2015 2016 2015Consolidated Revenue:

United States $ 62,515 $ 62,601 $ 186,933 $ 177,862Foreign countries 28,391 31,982 87,260 98,053

Totals $ 90,906 $ 94,583 $ 274,193 $ 275,915

Three Months Ended


September 30, 2016 2015 2016 2015Revenue by End Market: Neurology Products

Devices and Systems $ 39,240 $ 42,040 $ 121,461 $ 123,135Supplies 14,381 15,239 44,482 45,556Services 3,131 2,125 8,794 5,614

Total Neurology Revenue 56,752 59,404 174,737 174,305Newborn Care Products

Devices and Systems 16,263 17,598 46,455 53,706Supplies 11,792 12,584 35,677 37,233Services 6,099 4,997 17,324 10,671

Total Newborn Care Revenue 34,154 35,179 99,456 101,610Total Revenue $ 90,906 $ 94,583 $ 274,193 $ 275,915

September 30,

2016 December 31, 2015Property and equipment, net:

United States $ 7,663 $ 6,664Canada 4,956 5,165Argentina 2,000 2,361Ireland 2,176 1,651Other foreign countries 1,332 1,126

Totals $ 18,127 $ 16,967

During the three and nine months ended September 30, 2016 and 2015, no single customer or foreign country contributed tomore than 10% of revenue.

16 - Fair Value Measurements

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ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair valuemeasurements. Fair value is defined under ASC 820 as the exit price associated with the sale of an asset or transfer of a liabilityin an orderly transaction between market participants at the measurement date. ASC 820 establishes the following three-tier fairvalue hierarchy, which prioritizes the inputs used in measuring fair value:

Level 1 - Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities.The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assetsand liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated byobservable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives thelowest priority to Level 3 inputs.

The Company does not have any financial assets or liabilities measured at fair value on a recurring basis.

The following financial instruments are not measured at fair value on the Company’s consolidated balance sheet as ofSeptember 30, 2016 and December 31, 2015, but require disclosure of their fair values: cash and cash equivalents, accountsreceivable, and accounts payable. The carrying value of these financial instruments approximates fair values because of theirrelatively short maturity.

In the third quarter of 2014, the Company listed its facility in Mundelein, Illinois for sale. This asset was measured at fairvalue less cost to sell as of September 30, 2014 based on market price and is classified as a Level 2 asset. The book value of thisasset on June 30, 2014 was $3.6 million. We expensed $2.2 million during the third quarter of 2014 for this impairment. As ofSeptember 30, 2016 we are carrying the asset as held for sale in other current assets on the accompanying condensedconsolidated balance sheet at a value of $1.4 million.

The Company also has contingent consideration associated with earn-outs from acquisitions. Contingent considerationliabilities are classified as Level 3 liabilities, as the Company uses unobservable inputs to value them, which is a probability-based income approach. Contingent considerations are classified as accrued liabilities on our condensed consolidated balancesheet. Subsequent changes in the fair value of contingent consideration liabilities are recorded within the Company's incomestatement as an operating expense.

December 31, 2015 Additions Payments Adjustments September 30,

2016Liabilities: Contingent consideration $ 6,209 $ 2,500 $ (2,284) $ (3,401) $ 3,024

The significant unobservable inputs used in the fair value measurement of contingent consideration related to theacquisitions are annualized revenue forecasts developed by the Company’s management and the probability of achievement ofthose revenue forecasts. Significant increases (decreases) in these unobservable inputs in isolation would result in a significantlylower (higher) fair value measurement.

The Company's Level 2 securities are valued using third-party pricing sources. The pricing services utilize industrystandard valuation models, including both income and market-based approaches, for which all significant inputs are observable,either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the sameor similar securities, issuer credit spread, benchmark securities, prepayment/default projections based on historical data andother observable inputs. The Company validates the prices provided by its third-party pricing services by understanding themodels used, obtaining market values from other pricing sources, analyzing pricing data in certain instances and confirmingthose securities traded in active markets. See Note 4 to these Condensed Consolidated Financial Statements for furtherinformation regarding the Company's financials instruments.

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September 30, 2016

Level I Level II Level III TotalU.S. Treasury Bills — 7,001 — 7,001Short term investments U.S. investment grade bonds — 16,865 — 16,865 Developed investment grade bonds — 8,564 — 8,564

Total short term investments — 25,429 — 25,429

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)supplements the MD&A in the Annual Report on Form 10-K for the year ended December 31, 2015 of Natus MedicalIncorporated. MD&A should be read in conjunction with our condensed consolidated financial statements and accompanyingfootnotes, the risk factors referred to in Part II, Item 1A of this report, our Annual Report filed on Form 10-K for the year endedDecember 31, 2015 and the cautionary information regarding forward-looking statements at the end of this section.

Our Business

Natus is a leading provider of healthcare products used for the screening, detection, treatment, monitoring, and tracking ofcommon medical ailments in newborn care, hearing impairment, neurological dysfunction, epilepsy, sleep disorders, and balanceand mobility disorders.

We have completed a number of acquisitions since 2003, consisting of either the purchase of a company, substantially all ofthe assets of a company, or individual products or product lines. In 2015 and 2016, we completed acquisitions of NicView,GND, Monarch, NeuroQuest, and RetCam. We expect to continue to pursue opportunities to acquire other businesses in thefuture. In September 2016, we entered into a definitive Purchase Agreement with GN Store Nord A/S ("GN") for our purchasefrom GN of its GN Otometrics ("Otometrics") business in an all cash transaction for $145 million. It is expected that thispurchase will be completed in January 2017.

End Markets

Our products address two primary end markets:

• Neurology - Includes products and services for diagnostic electroencephalography and long term monitoring, IntensiveCare Unit monitoring, electromyography, sleep analysis or polysomnography, intra-operative monitoring, and diagnosticand monitoring transcranial doppler ultrasound technology.

• Newborn Care - Includes products and services for newborn care including video streaming, hearing screening, braininjury, thermoregulation, jaundice management, retinopathy of prematurity, and various disposable products, as well asproducts for diagnostic hearing assessment for children through adult populations, and products to diagnose and assist intreating balance and mobility disorders.

Segment and Geographic Information

We operate in one reportable segment, which we have presented as the aggregation of our neurology and newborn careproduct families. Within this reportable segment we are organized on the basis of the healthcare products and services weprovide which are used for the screening, detection, treatment, monitoring, and tracking of common medical ailments in newborncare, hearing impairment, neurological dysfunction, epilepsy, and sleep disorders.

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Our end-user customer base includes hospitals, clinics, laboratories, physicians, nurses, audiologists, and governmentalagencies. Most of our international sales are to distributors, who in turn resell our products to end users or sub-distributors.

Information regarding our sales and long-lived assets in the U.S. and in countries outside the U.S. is contained in Note 15 –Segment, Customer and Geographic Information of our condensed consolidated financial statements included in this report andis incorporated in this section by reference.

Revenue by Product Category

We generate our revenue from sales of Devices and Systems, which are generally non-recurring, and from related Suppliesand Services, which are generally recurring. The products that are attributable to these categories are described in our AnnualReport on Form 10-K for the year ended December 31, 2015. Revenue from Devices and Systems, Supplies, and Services, as apercent of total revenue for the three and nine months ended September 30, 2016 and 2015, is as follows:

Three Months Ended


September 30, 2016 2015 2016 2015Devices and Systems 61% 63% 61% 64%Supplies 29% 29% 29% 30%Services 10% 8 % 10% 6 %

Total 100 % 100 % 100 % 100 %

During the three and nine months ended September 30, 2016 and 2015, no single customer or foreign country contributed tomore than 10% of revenue.

2016 Third Quarter Overview

Our business and operating results are driven in part by worldwide economic conditions. Our sales are significantlydependent on both capital spending by hospitals in the United States and healthcare spending by ministries of health outside theUnited States.

Our consolidated revenue decreased $3.7 million in the third quarter ended September 30, 2016 to $90.9 million comparedto $94.6 million in the third quarter of the previous year. Our revenue decrease was driven by a decline in sales in domestic andinternational markets for Neurology Devices and Systems and voluntary product shipping holds for certain of our Newborn CareDevices and Systems, partially offset by growth in services businesses in both the Neurology and Newborn Care units.

Net income was $13.3 million or $0.40 per diluted share in the three months ended September 30, 2016, compared with netincome of $10.9 million or $0.33 per diluted share in the same period in 2015. The increase in net income was a result of lowerincome taxes and an adjustment for the GND earn-out recorded in marketing and selling expenses, offset by higher G&Aexpenses.

Application of Critical Accounting Policies

We prepare our financial statements in accordance with accounting principles generally accepted in the United States ofAmerica (“GAAP”). In so doing, we must often make estimates and use assumptions that can be subjective, and, consequently,our actual results could differ from those estimates. For any given individual estimate or assumption we make, there may also beother estimates or assumptions that are reasonable.

We believe that the following critical accounting policies require the use of significant estimates, assumptions, andjudgments:

• Revenuerecognition

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• Inventory carried at the lower of cost or marketvalue

• Carrying value of intangible assets andgoodwill

• Liability for productwarranties

• Share-basedcompensation

The use of different estimates, assumptions, or judgments could have a material effect on the reported amounts of assets,liabilities, revenue, expenses, and related disclosures as of the date of the financial statements and during the reporting period.These critical accounting policies are described in more detail in our Annual Report on Form 10-K for the year endedDecember 31, 2015, under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Results of Operations

The following table sets forth selected consolidated statement of operations data as a percentage of total revenue for theperiods indicated:

Three Months Ended


September 30, 2016 2015 2016 2015Revenue 100.0 % 100.0% 100.0 % 100.0 %Cost of revenue 35.4 % 37.6% 37.4 % 37.9 %Intangibles amortization 0.7 % 0.7% 0.7 % 0.7 %

Gross profit 63.9 % 61.7% 61.9 % 61.4 %Operating expenses:

Marketing and selling 21.7 % 23.8% 22.5 % 23.7 %Research and development 8.5 % 8.1% 8.2 % 7.9 %General and administrative 14.1 % 10.6% 13.6 % 12.0 %Intangibles Amortization 2.6 % 2.2% 2.5 % 1.9 %Restructuring 0.2 % —% 0.5 % 0.1 %

Total operating expenses 47.1 % 44.7% 47.3 % 45.6 %Income from operations 16.8 % 17.0% 14.6 % 15.8 %Other expense, net (1.0)% —% (0.2)% (0.4)%Income before provision for income tax 15.8 % 17.0% 14.4 % 15.4 %Provision for income tax expense 1.1 % 5.4% 2.8 % 4.7 %

Net income 14.7 % 11.6% 11.6 % 10.7 %

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Revenues

The following table shows revenue by products during the three and nine months ended September 30, 2016 andSeptember 30, 2015 (in thousands):

Three Months Ended


September 30, 2016 2015 Change 2016 2015 ChangeNeurology Products

Devices and Systems $ 39,240 $ 42,040 (7)% $ 121,461 $ 123,135 (1)%Supplies 14,381 15,239 (6)% 44,482 45,556 (2)%Services 3,131 2,125 47 % 8,794 5,614 57 %

Total NeurologyRevenue 56,752 59,404 (4)% 174,737 174,305 — %

Newborn Care Products Devices and Systems 16,263 17,598 (8)% 46,455 53,706 (14 )%Supplies 11,792 12,584 (6)% 35,677 37,233 (4)%Services 6,099 4,997 22 % 17,324 10,671 62 %

Total Newborn CareRevenue 34,154 35,179 (3)% 99,456 101,610 (2)%

Total Revenue $ 90,906 $ 94,583 (4)% $ 274,193 $ 275,915 (1)%

For the three months ended September 30, 2016, Neurology revenue decreased by 4% compared to the same quarter lastyear. Declines in both our domestic market due to timing of orders and international markets due to ongoing weakness ofEuropean and Canadian markets was partially offset by growth in our Services business. Revenues from sales of NeurologyDevices and Systems decreased by 7%, driven mainly by timing of orders in the domestic market and continued weakness in theinternational markets. Revenue from Supplies decreased by 6%, mainly due to decreased revenue in our domestic market. Thegrowth in Services revenue is primarily the result of our January 2015 acquisition of Global Neuro-Diagnostics, our November2015 acquisition of Monarch Diagnostics and our March 2016 acquisition of NeuroQuest.

For the three months ended September 30, 2016, Newborn Care revenue decreased by 3% compared to the same quarter lastyear. Geographically, the decrease was primarily in our international markets due to non-recurring tenders received last year inLatin America and registration delays in the Asia Pacific region. Revenue from Newborn Care Devices and Systems decreasedby 8% compared to the same period last year. The decrease was primarily in hearing and balance & mobility, offset by increasesin services, video streaming and vision products. We believe the decrease in Newborn Care Devices and Systems revenue is duein part to certain voluntary product shipping holds, non-recurring tenders received last year in Latin America, registration delaysin the Asia Pacific region, and some cannibalization of hearing products due to the growth of Peloton, our hearing screeningservice. The decrease in Newborn Care Devices and Systems was partially offset by the growth in sales of our video streamingproduct, NicView, and the vision products resulting from the July 2016 RetCam acquisition. Revenue from RetCam contributed$3.2 million to Devices and Systems revenue and $0.2 million to Services revenue. Revenue from Supplies decreased by 6%compared to the same period last year. This decrease is mainly due to cannibalization from increased Peloton service revenuesince Peloton provides the equipment and hearing screening supplies as part of the service. Revenue from Services increased22% compared to the same period last year. This increase was due to the growth of Peloton.

For the nine months ended September 30, 2016, Neurology revenue was flat compared to the same period last year. Growthin our domestic market was offset by a decline in revenue from international markets, due mainly to ongoing weakness ofEuropean and Canadian markets. Revenues from sales of Neurology Devices and Systems decreased by 1%, driven mainly bydeclines in international revenue, partially offset by growth in our domestic market. Revenue from Supplies decreased by 2%,mainly due to decreased revenue in our domestic market. The growth in Services revenue is the result of our acquisitions ofGlobal Neuro-Diagnostics, Monarch Diagnostics, and NeuroQuest.

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For the nine months ended September 30, 2016, Newborn Care revenue decreased by 2% compared to the same period lastyear. Geographically, the decrease was in both our domestic and international markets primarily due to voluntary productshipping holds, non-recurring tenders received last year in Latin America, and registration delays in the Asia Pacific region.Revenue from Devices and Systems decreased by 14% compared to the same period last year. The decrease was experiencedacross most devices, although we experienced an increase in our video streaming and phototherapy products due to thetemporary release of our voluntary shipping hold in the second quarter of 2016, and from vision products resulting from theRetCam acquisition. We believe the decrease in Newborn Care Devices and Systems is due in part to our voluntary shippingholds, international non-recurring tenders received last year, registration delays, and some cannibalization due to the growth ofPeloton services. Revenue from Supplies decreased by 4% compared to the same period last year. This decrease is mainly due tocannibalization from increased Peloton service revenue. Revenue from Services increased 62% compared to the same period lastyear. This increase was due to the growth of Peloton and the growth of our Neometrics Data Management services whichprovides Hearing Screening Coordination and Reporting to the State of California.

No single customer or foreign country accounted for more than 10% of our revenue in the nine months endedSeptember 30, 2016 or September 30, 2015. Revenue from domestic sales was relatively flat and decreased to $62.5 million forthe three months ended September 30, 2016 compared to $62.6 million in the three months ended September 30, 2015. Revenuefrom international sales decreased 11% to $28.4 million for the three months ended September 30, 2016 compared to $32.0million in the third quarter of 2015. We believe the decrease in international revenue was driven by weak internationaleconomies.

Cost of Revenue and Gross Profit

Cost of revenue and gross profit consists of (in thousands):

Three Months Ended


September 30, 2016 2015 2016 2015Revenue $ 90,906 $ 94,583 $ 274,193 $ 275,915Cost of revenue 32,194 35,520 102,542 104,468Intangibles amortization 612 683 1,818 2,048Gross profit 58,100 58,380 169,833 169,399Gross profit percentage 63.9% 61.7% 61.9% 61.4%

For the three and nine months ended September 30, 2016, gross profit as a percentage of revenue increased 2.2% and 0.5%,respectively, compared to the same periods in the prior year. This increase in gross profit as a percentage of revenue was mainlyattributable to the increase in higher margin domestic revenue as a percent of total revenue for Neurology and Newborn Care ascompared to the same periods last year.

Operating Costs

Operating costs consist of (in thousands):

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Three Months Ended


September 30, 2016 2015 2016 2015Marketing and selling $ 19,746 $ 22,495 $ 61,578 $ 65,345

Percentage of revenue 21.7% 23.8% 22.5% 23.7%Research and development $ 7,689 $ 7,700 $ 22,596 $ 21,867

Percentage of revenue 8.5% 8.1% 8.2% 7.9%General and administrative $ 12,821 $ 10,031 $ 37,225 $ 33,239

Percentage of revenue 14.1% 10.6% 13.6% 12.0%Intangibles amortization $ 2,409 $ 2,036 $ 6,741 $ 5,165

Percentage of revenue 2.6% 2.2% 2.5% 1.9%Restructuring $ 197 $ 42 $ 1,315 $ 358

Percentage of revenue 0.2% —% 0.5% 0.1%

Marketing and Selling

Marketing and selling expenses decreased in both an absolute sense and as a percentage of revenue for the three and ninemonths ended September 30, 2016 compared to the same periods in 2015. This was primarily due to a $2.8 million adjustment inthe estimated GND earn-out decreasing overall expenses from the same period last year.

Research and Development

Research and development expenses decreased during the three months ended September 30, 2016 and increased during thenine months ended September 30, 2016 compared to the same periods in 2015. The increase during the nine months endedSeptember 30, 2016 relates to new hires and engagement of more consultants as well as the RetCam acquisition.

General and Administrative

General and administrative expense increased during the three and nine months ended September 30, 2016 as compared tothe same periods in 2015. This increase is attributable to the RetCam and NeuroQuest acquisitions, growth in GND as well asoverall higher salaries, travel expenses and bank fees.

Intangibles Amortization

Intangibles amortization increased during the three and nine months ended September 30, 2016 as compared to the sameperiods in 2015. The increase was due to the acquisition of NeuroQuest and RetCam and to assigning finite lives to our tradenames beginning in the second quarter of 2015. At that time we initiated a strategy to increase the brand strength of Natus byreplacing acquired product trade names with Natus branded products over time. The implementation of this strategy placesdefinite expected future lives on our acquired trade names which previously had indefinite lives. We assigned these trade nameslives of seven years based on the timeline of our branding strategy. We will continue to assess the lives of these assets based onthe timing and execution of this strategy. Amortization expense for trade names is recorded as a component of operatingexpense.

Restructuring

Restructuring expenses increased during the three and nine months ended September 30, 2016 compared to the sameperiods in 2015. The increase was due to facility abandonment costs for offices located in Munich, Germany and Austin, Texascompared to the same periods in the prior year.

Other Income (Expense), net

Other income (expense), net consists of investment income, interest expense, net currency exchange gains and losses, andother miscellaneous income and expense. For the three months ended September 30, 2016 we reported

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$0.9 million of other expense compared to other income of $0.0 million for the same period in 2015. This increase in expensewas attributable to net currency exchange fluctuations. For the nine months ended September 30, 2016 we reported other expenseof $0.4 million compared to other expense of $1.2 million for the same period in 2015. This decrease in expense was attributableto an increase in net currency exchange gains.

Provision for Income Tax

We recorded provisions for income tax of $1.0 million and $7.6 million for the three and nine months ended September 30,2016, respectively. Our effective tax rate was 7.2% and 19.0% for the three and nine months ended September 30, 2016,respectively. We recorded provisions for income tax of $5.2 million and $12.8 million for the three and nine months endedSeptember 30, 2015, respectively. Our effective tax rate was 32.0% and 30.4% for the three and nine months endedSeptember 30, 2015, respectively.

Our effective tax rate for the three and nine months ended September 30, 2016 differed from the federal statutory tax rateprimarily because of profits in foreign jurisdictions with lower tax rates than the federal statutory rate. The decrease in theeffective tax rate for the three and nine months ended September 30, 2016 compared with the three and nine months endedSeptember 30, 2015 is primarily attributable to shifts in the geographical mix of income whereby the income subject to incometaxes recorded in high tax jurisdictions significantly decreased, and the income subject to income taxes recorded in low taxjurisdictions significantly increased.

Our year-to-date results reflect the projected fiscal year 2016 effective tax rate as adjusted for the impact of any quarterlydiscrete events. The impact of the discrete items recorded during the three months ended September 30, 2016 decreased thequarterly tax rate by 11.8%. The tax impacts from material discrete items include the adoption of ASU 2016-09, Compensation -Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting, tax true-ups adjustmentsrelating to the filing of 2015 tax returns and adjustment of certain earn-out liabilities. The impacts from adoption of ASU 2016-09 decreased our quarterly effective tax rate by 3.8%; the tax true-ups adjustment recorded in this quarter related to the filing of2015 tax returns increased our quarterly tax rate by 1.5% and the accounting income recognized in the adjustment of earn-outliabilities, which is not subject to income taxes, decreased our quarterly effective tax rate by 7.5%. The impact of the discreteitems recorded during the three months ended September 30, 2015 decreased the quarterly tax rate by 0.1%. Excluding theimpact of discrete items, the decrease in our quarterly effective tax rate for the three months ended September 30, 2016,compared with the three months ended September 30, 2015, is primarily attributable to forecasted shifts in the geographical mixof income.

We recorded $0.3 million net tax expense of unrecognized tax benefits for the nine months ended September 30, 2016.Within the next twelve months, it is possible our uncertain tax benefit may change within a range of approximately zero to $1.0million. Our tax returns remain open to examinations as follows: U.S. Federal, 2013 through 2015, U.S. States 2011 through2015 and significant foreign jurisdictions 2013 through 2015.

Liquidity and Capital Resources

Liquidity and capital resources consist of (in thousands):

September 30,

2016 December 31, 2015Cash, cash equivalents, and investments $ 106,502 $ 82,469Working capital 176,813 164,248

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Nine Months Ended

September 30, 2016 2015Net cash provided by operating activities $ 68,502 $ 34,928Net cash used in investing activities (43,664) (15,707)Net cash used in financing activities (21,461) (2,929)

We believe that our current cash and cash equivalents and any cash generated from operations will be sufficient to meet ourongoing operating requirements for the foreseeable future.

As of September 30, 2016, we had cash and cash equivalents outside the U.S. in certain of our foreign subsidiaries of $63.3million. We intend to permanently reinvest the cash held by our foreign subsidiaries. If, however, a portion of these funds wereneeded for and distributed to our operations in the United States, we would be subject to additional U.S. income taxes andforeign withholding taxes. The amount of taxes due would depend on the amount and manner of repatriation, as well as thecountry from which the funds were repatriated.

On September 23, 2016, we entered into a Credit Agreement with JP Morgan Chase Bank ("JP Morgan") and Citibank, NA(“Citibank”). The Credit Agreement provides for an aggregate $150.0 million of secured revolving credit facility. The CreditAgreement contains covenants, including covenants relating to maintenance of books and records, financial reporting andnotification, compliance with laws, maintenance of properties and insurance, and limitations on guaranties, investments, issuanceof debt, lease obligations and capital expenditures. The Credit Agreement provides for events of default, including failure to payany principal or interest when due, failure to perform or observe covenants, bankruptcy or insolvency events and the occurrenceof a material adverse effect. The Company has no other significant credit facilities. As of September 30, 2016 we had nothingoutstanding under the Credit Facility.

In September 2016 we entered into a definitive Purchase Agreement with GN to purchase its Otometrics business in an allcash transaction for $145 million. It is expected that this purchase will be completed in January 2017. We intend to finance thispurchase with cash on hand and borrowings under the new revolving credit facility.

During the nine months ended September 30, 2016 cash provided by operating activities of $68.5 million was the result of$32.4 million of net income, non-cash adjustments to net income of $24.0 million, and net cash inflows of $12.2 million fromchanges in operating assets and liabilities. The change in operating assets and liabilities was driven primarily by a decrease inaccounts receivable following increased collections efforts, an increase in deferred revenue following receipt of payment fromthe Ministry of Health of Venezuela, and an increase in prepaids related to prepayments made to our Venezuelan distributionpartner. Cash used in investing activities during the period was $43.7 million and consisted primarily of purchases of short-terminvestments of $34.9 million, as well as cash used in the acquisitions of RetCam of $9.7 million and NeuroQuest of $4.6 million,in each case net of cash acquired. Cash used to acquire other property and equipment was $2.2 million. Cash used in financingactivities during the nine months ended September 30, 2016 was $21.5 million and consisted of $18.3 million for repurchases ofcommon stock under our share repurchase program, $3.9 million for taxes paid related to net share settlement of equity awards,and $1.3 million for a contingent consideration payment to NicView, which we acquired in 2015, offset by proceeds from stockoption exercises of $2.6 million. Under the prior credit facility that was terminated in connection with our entry into the newCredit Agreement, the Company borrowed and repaid a total of $16.0 million as of September 30, 2016.

During the nine months ended September 30, 2015 cash provided by operating activities of $34.9 million was the result of$29.4 million of net income, non-cash adjustments to net income of $17.1 million, and net cash outflows of $11.6 million fromchanges in operating assets and liabilities. Cash used in investing activities during the period was $15.7 million, and consisted ofcash used to acquire GND of $11.4 million and cash used to acquire other property and equipment of $3.0 million. Cash used infinancing activities during the nine months ended September 30, 2015 was $2.9 million and consisted primarily of proceeds fromstock options exercises and Employee Stock Purchase Program purchases and their related tax benefits of $11.4 million, offsetby $9.4 million

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for repurchases of common stock under our share repurchase program, and $4.3 million for taxes paid related to net sharesettlement of equity awards.

Our future liquidity and capital requirements will depend on numerous factors, including the:

• Extent to which we makeacquisitions;

• Amount and timing ofrevenue;

• Extent to which our existing and new products gain marketacceptance;

• Cost and timing of product development efforts and the success of these developmentefforts;

• Cost and timing of marketing and selling activities;and

• Availability of borrowings under line of credit arrangements and the availability of other means offinancing.

Commitments and Contingencies

In the normal course of business we enter into obligations and commitments that require future contractual payments. Thecommitments result primarily from firm, non-cancellable purchase orders placed with contract vendors that manufacture some ofthe components used in our medical devices and related disposable supply products, as well as commitments for leased office,manufacturing, and warehouse facilities.

There are no material changes to the table of contractual obligations presented in Item 7, Management’s Discussion andAnalysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year endedDecember 31, 2015.

Off Balance Sheet Arrangements

Under our bylaws, we have agreed to indemnify our officers and directors for certain events or occurrences arising as aresult of the officer or director serving in such capacity. We have a directors and officers’ liability insurance policy that limitsour exposure and enables us to recover a portion of any future amounts paid resulting from the indemnification of our officersand directors. In addition, we enter into indemnification agreements with other parties in the ordinary course of business. In somecases we have obtained liability insurance providing coverage that limits our exposure for these other indemnified matters. Wehave not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. We believe theestimated fair value of these indemnification agreements is minimal and have not recorded a liability for these agreements.During the nine months ended September 30, 2016, we had no other off-balance sheet arrangements that had, or are reasonablylikely to have, a material effect on our consolidated financial condition, results of operations, or liquidity.

Recent Accounting Pronouncements

See Note 1 to our Condensed Consolidated Financial Statements for a discussion of new accounting pronouncements thataffect us.

Cautionary Information Regarding Forward Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 andSection 21E of the Securities Exchange Act of 1934 about Natus Medical Incorporated. These statements include, among otherthings, statements concerning our expectations, beliefs, plans, intentions, future operations, financial condition and prospects,and business strategies. The words “may,” “will,” “continue,” “estimate,” “project,” “intend,” “believe,” “expect,”“anticipate,” and other similar expressions generally identify forward-looking statements. Forward-looking statements in thisItem 2 include, but are not limited to, statements regarding

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the following: our expectation regarding expansion of our international operations, our expectations regarding our newproducts, the sufficiency of our current cash, cash equivalents, and short-term investment balances, and any cash generatedfrom operations to meet our ongoing operating and capital requirements for the foreseeable future, the use of debt to fundacquisitions, our expectations of earn-out arrangements related to acquisitions, and our intent to acquire additionaltechnologies, products, or businesses.

Forward-looking statements are not guarantees of future performance and are subject to substantial risks anduncertainties that could cause the actual results predicted in the forward-looking statements as well as our future financialcondition and results of operations to differ materially from our historical results or currently anticipated results. Investorsshould carefully review the information contained under the caption “Risk Factors” contained in Part II, Item 1A of this reportfor a description of risks and uncertainties. All forward-looking statements are based on information available to us on the datehereof, and we assume no obligation to update forward-looking statements.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio. We place ourinvestments with highly rated credit issuers and limit the amount of credit exposure to any one issuer. We also seek to improvethe safety and likelihood of preservation of our invested funds by limiting default risk and market risk. We mitigate default riskby investing in high credit quality securities and by positioning our portfolio to respond appropriately to a significant reduction ina credit rating of any investment issuer or guarantor. The portfolio includes only marketable securities with active secondary orresale markets to ensure portfolio liquidity.

During the nine months ended September 30, 2016, there were no other significant changes to our quantitative andqualitative disclosures about market risk. Please refer to Part II, Item 7A. Quantitative and Qualitative Disclosures About MarketRisk included in our Annual Report on Form 10-K for the year ended December 31, 2015 for a more complete discussion on themarket risks we encounter.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the rules of the Securities and Exchange Commission, “disclosure controls and procedures” are controls and otherprocedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under theSecurities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rulesand forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controlsand procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under theSecurities Exchange Act of 1934 is accumulated and communicated to our management, including our Chief Executive Officerand Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosurecontrols and procedures or our internal control over financial reporting will prevent all errors and all fraud due to inherentlimitations of internal controls. Because of such limitations, there is a risk that material misstatements will not be prevented ordetected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features ofthe financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, thisrisk.

Our management, with the participation of our chief executive officer and our chief financial officer, has evaluated theeffectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on thatevaluation, our management, including our chief executive officer and chief financial officer, has concluded that our disclosurecontrols and procedures were effective at a reasonable assurance level as of September 30, 2016.

Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting during the third quarter of 2016, whichwere identified in connection with management's evaluation required by paragraph (d) of Rules 13a-15

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and 15d-15 under the Exchange Act, that have materially affected, or are reasonable likely to materially affect, the Company'sinternal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

We may from time to time become a party to various legal proceedings or claims that arise in the ordinary course ofbusiness. Our management reviews these matters if and when they arise and believes that the resolution of any such matterscurrently known will not have a material effect on our results of operations or financial position.

ITEM 1A. Risk Factors

A description of the risks associated with our business, financial condition and results of operations is set forth in Part 1,Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. There have been nomaterial changes in our risks from such description.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information regarding repurchases by the Company of its common stock for the three monthsended September 30, 2016.

PeriodTotal Number ofShares Purchased

Average PricePaid per Share

Total Number ofShares Purchasedas Part of PubliclyAnnounced Plans

or Programs

ApproximateDollar Value of

Shares that MayYet Be PurchasedUnder the Plans or

ProgramsJuly 1, 2016 - July 31, 2016 11,536 $ 39.21 11,536 $ 16,665,843August 1, 2016 - August 31, 2016 14,500 $ 38.73 14,500 $ 16,104,233September 1, 2016 - September 30, 2016 11,700 $ 41.67 11,700 $ 15,616,647

Total 37,736 $ 39.79 37,736 $ 15,616,647

In June 2014, the Board of Directors authorized the repurchase of up to $10 million of common stock pursuant to a stockrepurchase program. In June 2015, the program was expanded to include up to an additional $20 million of our common stock.In June 2016, the program was again expanded to include an additional $20 million of our common stock, for an aggregaterepurchase amount of $50 million. The expiration date for the program is set for June 1, 2017.

ITEM 5. Other Information

In a Form 8-K filed on September 22, 2016, the Company announced the appointment of Barbara R. Paul, M.D. as amember of its Board of Directors. Dr. Paul will receive annual cash compensation of $50,000 pursuant to the Company's boardcompensation plan.

ITEM 6. Exhibits

(a) Exhibits

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Incorporated By ReferenceExhibit

No. Exhibit Filing Exhibit

No. File Date Filed

Herewith 10.1

Credit Agreement, dated September 23, 2016, between the Company, JPMorgan Chase Bank, N.A. and Citibank, N.A. X

10.2

Amendment to Agreement For the Acquisition of Medical Devices betweenMedix ICSA and the Ministry of Health of the Republic of Venezuela datedOctober 15, 2016

X

10.3

Master Purchase Agreement, dated September 25, 2016, between GNHearing A/S, GN Nord A/S and the Company. X

31.1

Certification of Principal Executive Officer pursuant to Section 302 of theSarbanes-Oxley Act of 2002 X

31.2

Certification of Principal Financial Officer pursuant to Section 302 of theSarbanes-Oxley Act of 2002 X

32.1

Certification of Principal Executive Officer and Principal Financial Officerpursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 ofthe Sarbanes-Oxley Act of 2002

X

101

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, formatted in XBRL(Extensible Business Reporting Language): (i) Condensed ConsolidatedBalance Sheets, (ii) Condensed Consolidated Statements of Operations andComprehensive Income, (iii) Condensed Consolidated Statements of CashFlows, and (iv) Notes to Condensed Consolidated Financial Statements.

X

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned thereunto duly authorized.

NATUS MEDICAL INCORPORATED Dated: November 3, 2016 By: /s/ James B. Hawkins

James B. HawkinsPresident and Chief Executive Officer

(Principal Executive Officer)

Dated: November 3, 2016 By: /s/ Jonathan A. Kennedy

Jonathan A. KennedyExecutive Vice President and

Chief Financial Officer(Principal Financial and

Accounting Officer)

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Exhibit 10.1

EXECUTION COPY

CREDIT AGREEMENT

dated as of September 23, 2016 among

NATUS MEDICAL INCORPORATED

The Lenders Party Hereto and

JPMORGAN CHASE BANK, N.A.

as Administrative Agent and

CITIBANK, N.A.as Syndication Agent

____________________________________________

JPMORGAN CHASE BANK, N.A. and CITIGROUP GLOBAL MARKETS INC.as Joint Bookrunners and Joint Lead Arrangers

US-DOCS\70661074.7

Table of Contents Page ARTICLE I Definitions 1 SECTION 1.01. Defined Terms 1

SECTION 1.02. Classification of Loans and Borrowings 26SECTION 1.03. Terms Generally 27SECTION 1.04. Accounting Terms; GAAP; Pro Forma Calculations 27SECTION 1.05. Status of Obligations 28

ARTICLE II The Credits 28 SECTION 2.01. Commitments 28

SECTION 2.02. Loans and Borrowings 28SECTION 2.03. Requests for Revolving Borrowings 29SECTION 2.04. Intentionally Omitted 30SECTION 2.05. Swingline Loans 30SECTION 2.06. Letters of Credit 31SECTION 2.07. Funding of Borrowings 35SECTION 2.08. Interest Elections 36SECTION 2.09. Termination and Reduction of Commitments 37SECTION 2.10. Repayment of Loans; Evidence of Debt. 37SECTION 2.11. Prepayment of Loans 38SECTION 2.12. Fees 39SECTION 2.13. Interest 39SECTION 2.14. Alternate Rate of Interest 40SECTION 2.15. Increased Costs 40SECTION 2.16. Break Funding Payments 41SECTION 2.17. Taxes 42SECTION 2.18. Payments Generally; Allocations of Proceeds; Pro Rata Treatment; Sharing of

Set-offs 45SECTION 2.19. Mitigation Obligations; Replacement of Lenders 47SECTION 2.20. Expansion Option 48SECTION 2.21. Defaulting Lenders 49

ARTICLE III Representations and Warranties 51 SECTION 3.01. Organization; Powers; Subsidiaries 51

SECTION 3.02. Authorization; Enforceability 51SECTION 3.03. Governmental Approvals; No Conflicts 51SECTION 3.04. Financial Condition; No Material Adverse Change 51SECTION 3.05. Properties 52SECTION 3.06. Litigation, Environmental and Labor Matters 52SECTION 3.07. Compliance with Laws and Agreements 52SECTION 3.08. Investment Company Status 53SECTION 3.09. Taxes 53SECTION 3.10. ERISA 53SECTION 3.11. Disclosure 53SECTION 3.12. Federal Reserve Regulations 53SECTION 3.13. Liens 53SECTION 3.14. No Default 53SECTION 3.15. No Burdensome Restrictions 53

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Table of Contents(continued)

Page SECTION 3.16. Solvency 53SECTION 3.17. Insurance 54SECTION 3.18. Security Interest in Collateral 54SECTION 3.19. Anti-Corruption Laws and Sanctions 54SECTION 3.20. EEA Financial Institutions 54SECTION 3.21. Healthcare and FDA Matters 55 ARTICLE IV Conditions 56 SECTION 4.01. Effective Date 56SECTION 4.02. Each Credit Event 57 ARTICLE V Affirmative Covenants 57 SECTION 5.01. Financial Statements and Other Information 57SECTION 5.02. Notices of Material Events 59SECTION 5.03. Existence; Conduct of Business 59SECTION 5.04. Payment of Obligations 59SECTION 5.05. Maintenance of Properties; Insurance 59SECTION 5.06. Books and Records; Inspection Rights 60SECTION 5.07. Compliance with Laws and Material Contractual Obligations 60SECTION 5.08. Use of Proceeds 60SECTION 5.09. Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances 61

SECTION 5.10. Health Care Matters62

ARTICLE VI Negative Covenants 63 SECTION 6.01. Indebtedness 63SECTION 6.02. Liens 64SECTION 6.03. Fundamental Changes and Asset Sales 66SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions 68SECTION 6.05. Swap Agreements 69SECTION 6.06. Transactions with Affiliates 69SECTION 6.07. Restricted Payments 69SECTION 6.08. Restrictive Agreements 70SECTION 6.09. Subordinated Indebtedness and Amendments to Subordinated Indebtedness Documents 70SECTION 6.10. Sale and Leaseback Transactions 71SECTION 6.11. Financial Covenants 71 ARTICLE VII Events of Default 72 ARTICLE VIII The Administrative Agent 74 ARTICLE IX Miscellaneous 79 SECTION 9.01. Notices 79SECTION 9.02. Waivers; Amendments 81SECTION 9.03. Expenses; Indemnity; Damage Waiver 83SECTION 9.04. Successors and Assigns 84

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Table of Contents(continued)

PageSECTION 9.05. Survival 88SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution 88SECTION 9.07. Severability 89SECTION 9.08. Right of Setoff 89SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process 89SECTION 9.10. WAIVER OF JURY TRIAL; CALIFORNIA JUDICIAL REFERENCE 89SECTION 9.11. Headings 91SECTION 9.12. Confidentiality 91SECTION 9.13. USA PATRIOT Act 92SECTION 9.14. Appointment for Perfection 92SECTION 9.15. Releases of Subsidiary Guarantors 93SECTION 9.16. Interest Rate Limitation 93SECTION 9.17. No Advisory or Fiduciary Responsibility 93SECTION 9.18. Acknowledgement and Consent to Bail-In of EEA Financial Institutions 94 ARTICLE X Borrower Guarantee 94 SECTION 10.01. Guarantee 94SECTION 10.02. California Waivers 96

iii

CREDIT AGREEMENT (this “Agreement”) dated as of September 23, 2016 among NATUS MEDICALINCORPORATED, the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as AdministrativeAgent and CITIBANK, N.A., as Syndication Agent.

The parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specifiedbelow:

“ABR” when used in reference to any Loan or Borrowing, refers to such Loan, or the Loans comprising suchBorrowing, bearing interest at a rate determined by reference to the Alternate Base Rate.

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rateper annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to(a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for theLenders hereunder.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by theAdministrative Agent.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one ormore intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent Party” has the meaning assigned to such term in Section 9.01(d).

“Aggregate Commitment” means the aggregate of the Commitments of all of the Lenders, as reduced orincreased from time to time pursuant to the terms and conditions hereof. As of the Effective Date, the Aggregate Commitment is$150,000,000.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of(a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and(c) the Adjusted LIBO Rate for a one month Interest Period in Dollars on such day (or if such day is not a Business Day, theimmediately preceding Business Day) plus 1%, provided that the Adjusted LIBO Rate for any day shall be based on the LIBORate at approximately 11:00 a.m. London time on such day. Any change in the Alternate Base Rate due to a change in the PrimeRate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in thePrime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower orany of its Subsidiaries from time to time concerning or relating to bribery or corruption.

iv

“Applicable Percentage” means, with respect to any Lender, the percentage of the Aggregate Commitmentrepresented by such Lender’s Commitment; provided that, in the case of Section 2.21 when a Defaulting Lender shall exist,“Applicable Percentage” shall mean the percentage of the Aggregate Commitment (disregarding any Defaulting Lender’sCommitment) represented by such Lender’s Commitment. If the Commitments have terminated or expired, the ApplicablePercentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments and toany Lender’s status as a Defaulting Lender at the time of determination.

“Applicable Pledge Percentage” means 100% but 65% in the case of a pledge by the Borrower or anyDomestic Subsidiary of its Equity Interests in a Foreign Subsidiary.

“Applicable Rate” means, for any day, with respect to any Eurodollar Loan or any ABR Loan or with respectto the commitment fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption“Eurodollar Spread”, “ABR Spread” or “Commitment Fee Rate”, as the case may be, based upon the Leverage Ratio applicableon such date:

Leverage Ratio: Eurodollar

SpreadABR

SpreadCommitment

Fee RateCategory 1: < 1.00 to 1.00 1.75% 0.75% 0.25%Category 2: ≥ 1.00 to 1.00 but

< 1.50 to 1.002.00% 1.00% 0.30%

Category 3: ≥ 1.50 to 1.00 but< 2.00 to 1.00

2.25% 1.25% 0.35%

Category 4: ≥ 2.00 to 1.00 but< 2.50 to 1.00

2.50% 1.50% 0.40%

Category 5: ≥ 2.50 to 1.00 2.75% 1.75% 0.45%

For purposes of the foregoing,

(i) if at any time the Borrower fails to deliver the Financials on or before the date the Financials are duepursuant to Section 5.01, Category 5 shall be deemed applicable for the period commencing three (3) Business Daysafter the required date of delivery and ending on the date which is three (3) Business Days after the Financials areactually delivered, after which the Category shall be determined in accordance with the table above as applicable;

(ii) adjustments, if any, to the Category then in effect shall be effectivethree

(3) Business Days after the Administrative Agent has received the applicable Financials (it being understood andagreed that each change in Category shall apply during the period commencing on the effective date of such changeand ending on the date immediately preceding the effective date of the next such change); and

(iii) notwithstanding the foregoing, Category 1 shall be deemed to be applicable until the AdministrativeAgent’s receipt of the applicable Financials for the Borrower’s first fiscal quarter ending after the Effective Date(unless such Financials demonstrate that Category 2, 3, 4 or 5 should have been applicable during such period, inwhich case such other Category shall be deemed to be applicable during such period) and adjustments to the Categorythen in effect shall thereafter be effected in accordance with the preceding paragraphs.

2

“Approved Fund” has the meaning assigned to such term in Section 9.04(b).

“Assignment and Assumption” means an assignment and assumption agreement entered into by a Lender and anassignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, inthe form of Exhibit A or any other form approved by the Administrative Agent.

“Augmenting Lender” has the meaning assigned to such term in Section 2.20.

“Availability Period” means the period from and including the Effective Date to but excluding the earlier of theMaturity Date and the date of termination of the Commitments.

“Available Amount” means, at any time (the “Available Amount Reference Time”), an amount (which shall notbe less than zero) equal to the sum of:

(a) $25,000,000; plus

(b) the aggregate cumulative sum of Excess Cash Flow of the Borrower and the Subsidiaries for each fiscalquarter of the Borrower ended prior to the Available Amount Reference Time, commencing with the fiscal quarter endingSeptember 30, 2016; plus

(c) the amount of any capital contributions or Net Cash Proceeds from the sale or issuance of any EquityInterests received by or made to the Borrower (or any direct or indirect parent thereof and contributed by such parent to theBorrower) during the period from and including the Business Day immediately following the Effective Date through andincluding the Available Amount Reference Time; minus

(d) the aggregate amount of Restricted Payments made using the Available Amount pursuant to Section6.07(d) during the period from and including the Business Day immediately following the Effective Date through and includingthe Available Amount Reference Time (without taking account of the intended usage of the Available Amount at the AvailableAmount Reference Time for which such determination is being made).

“Available Amount Reference Time ” has the meaning assigned to such term in the definition of “AvailableAmount”.

“Available Revolving Commitment” means, at any time with respect to any Lender, the Commitment of suchLender then in effect minus the Revolving Credit Exposure of such Lender at such time; it being understood and agreed that anyLender’s Swingline Exposure shall not be deemed to be a component of the Revolving Credit Exposure for purposes ofcalculating the commitment fee under Section 2.12(a).

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEAResolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA MemberCountry from time to time which is described in the EU Bail-In Legislation Schedule.

3

“Banking Services” means each and any of the following bank services provided to the Borrower or anySubsidiary by any Lender or any of its Affiliates: (a) credit cards for commercial customers (including, without limitation,commercial credit cards and purchasing cards), (b) stored value cards, (c) merchant processing services and (d) treasurymanagement services (including, without limitation, controlled disbursement, automated clearinghouse transactions, returnitems, any direct debit scheme or arrangement, overdrafts and interstate depository network services).

“Banking Services Agreement” means any agreement entered into by the Borrower or any Subsidiary inconnection with Banking Services.

“Banking Services Obligations” means any and all obligations of the Borrower or any Subsidiary, whetherabsolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensionsand modifications thereof and substitutions therefor) in connection with Banking Services.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter ineffect, or any successor statute.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy orinsolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditorsor similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faithdetermination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, oracquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of anyownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentalitythereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts withinthe United States or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or suchGovernmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by suchPerson.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” means Natus Medical Incorporated, a Delaware corporation.

“Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued on the same date and,in the case of Eurodollar Loans, as to which a single Interest Period is in effect or (b) a Swingline Loan.

“Borrowing Request” means a request by the Borrower for a Revolving Borrowing in accordance with Section2.03 in the form attached hereto as Exhibit G-1.

“Burdensome Restrictions” means any consensual encumbrance or restriction of the type described in clause (a)or (b) of Section 6.08.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in NewYork City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan,the term “Business Day” shall also exclude any day on which banks are not open for dealings in Dollars in the London interbankmarket.

4

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amountsunder any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, whichobligations are required to be classified and accounted for as capital lease obligations on a balance sheet of such Person underGAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP;provided, however, that, for the avoidance of doubt, any obligations relating to a lease that was accounted for by such Person asan operating lease as of the Effective Date and any similar lease entered into after the Effective Date by such Person shall beaccounted for as obligations relating to an operating lease and not as Capital Lease Obligations.

“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, byany Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effecton the date hereof), of Equity Interests representing more than 40% of the aggregate ordinary voting power represented by theissued and outstanding Equity Interests of the Borrower; (b) occupation at any time of a majority of the seats (other than vacantseats) on the board of directors of the Borrower by Persons who were not (i) directors of the Borrower on the date of thisAgreement, (ii) nominated or appointed by the board of directors of the Borrower or (iii) approved by the board of directors ofthe Borrower as director candidates prior to their election; or (c) the occurrence of a change in control, or other similar provision,as defined in any agreement or instrument evidencing any Material Indebtedness (triggering a default or mandatory prepayment,which default or mandatory prepayment has not been waived in writing).

“Change in Law” means the occurrence, after the date of this Agreement (or with respect to any Lender, if later,the date on which such Lender becomes a Lender), of any of the following: (a) the adoption or taking effect of any law, rule,regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementationor application thereof by any Governmental Authority, or (c) the making or issuance of any request, rules, guideline, requirementor directive (whether or not having the force of law) by any Governmental Authority; provided however, that notwithstandinganything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules,guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) allrequests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the BaselCommittee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities,in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted,issued or implemented.

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loanscomprising such Borrowing, are Revolving Loans or Swingline Loans.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means any and all property owned, leased or operated by a Person covered by the CollateralDocuments and any and all other property of any Loan Party, now existing or hereafter acquired, that may at any time be orbecome subject to a security interest or Lien in favor of the Administrative Agent, on behalf of itself and the Secured Parties, tosecure the Secured Obligations; provided that the Collateral shall exclude Excluded Assets.

“Collateral Documents” means, collectively, the Security Agreement and all other agreements, instruments anddocuments executed in connection with this Agreement that are intended to create, perfect or evidence Liens to secure theSecured Obligations, including, without limitation, all other security agreements, pledge agreements, loan agreements, notes,guarantees, subordination agreements,

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pledges, powers of attorney, consents, assignments, financing statements and all other written matter whether heretofore, now, orhereafter executed by the Borrower or any of its Subsidiaries and delivered to the Administrative Agent to secure the SecuredObligations.

“Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loansand to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing themaximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced orterminated from time to time pursuant to Section 2.09, (b) increased from time to time pursuant to Section 2.20 and (c) reducedor increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of eachLender’s Commitment is set forth on Schedule 2.01A, or in the Assignment and Assumption or other documentationcontemplated hereby pursuant to which such Lender shall have assumed its Commitment, as applicable.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from timeto time, and any successor statute.

“Communications” has the meaning assigned to such term in Section 9.01(d).

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income(however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Capital Expenditures” means, without duplication, any expenditures for any purchase or otheracquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Borrower andits Subsidiaries prepared in accordance with GAAP.

“Consolidated EBITDA” means, with reference to any period, Consolidated Net Income plus, withoutduplication and to the extent deducted from revenues in determining Consolidated Net Income, (i) Consolidated Interest Expense,(ii) expense for income taxes paid or accrued,(iii) depreciation, (iv) amortization, (v) extraordinary or non-recurring non-cash expenses or losses,(vi) non-cash expenses related to stock based compensation minus, to the extent included in Consolidated Net Income, (1)interest income, (2) income tax credits and refunds (to the extent not netted from tax expense), (3) any cash payments madeduring such period in respect of items described in clauses (v) or(vi) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were incurred and (4) extraordinary,unusual or non-recurring income or gains realized other than in the ordinary course of business, all calculated for the Borrowerand its Subsidiaries in accordance with GAAP on a consolidated basis. For the purposes of calculating Consolidated EBITDA forany period of four consecutive fiscal quarters (each such period, a “Reference Period”), (i) if at any time during such ReferencePeriod the Borrower or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such ReferencePeriod shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is thesubject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (ifnegative) attributable thereto for such Reference Period, and (ii) if during such Reference Period the Borrower or any Subsidiaryshall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving effectthereto on a pro forma basis as if such Material Acquisition occurred on the first day of such Reference Period. As used in thisdefinition, “Material Acquisition” means any acquisition of property or series of related acquisitions of property that(a) constitutes (i) assets comprising all or substantially all or any significant portion of a business or operating unit of a business,or (ii) all or substantially all of the common stock or other Equity Interests of a Person, and (b) involves the payment ofconsideration by the Borrower and its Subsidiaries in excess of$20,000,000; and “Material Disposition” means any sale, transfer or disposition of property or series of

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related sales, transfers, or dispositions of property that yields gross proceeds to the Borrower or any of its Subsidiaries in excessof $20,000,000.

“Consolidated Fixed Charges” means, for any period, without duplication, (i) Consolidated Interest Expense,plus (ii) scheduled principal payments on the current portion of long-term Indebtedness, all calculated for the Borrower and itsSubsidiaries on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” means, with reference to any period, the interest expense (including withoutlimitation interest expense under Capital Lease Obligations that is treated as interest in accordance with GAAP) of the Borrowerand its Subsidiaries calculated on a consolidated basis for such period with respect to all outstanding Indebtedness of theBorrower and its Subsidiaries allocable to such period in accordance with GAAP (including, without limitation, all commissions,discounts and other fees and charges owed with respect to letters of credit and bankers acceptance financing and net costs underinterest rate Swap Agreements to the extent such net costs are allocable to such period in accordance with GAAP). In the eventthat the Borrower or any Subsidiary shall have completed a Material Acquisition or a Material Disposition since the beginning ofthe relevant period, Consolidated Interest Expense shall be determined for such period on a pro forma basis as if such acquisitionor disposition, and any related incurrence or repayment of Indebtedness, had occurred at the beginning of such period.

“Consolidated Net Income” means, with reference to any period, the net income (or loss) of the Borrower andits Subsidiaries calculated in accordance with GAAP on a consolidated basis (without duplication) for such period; provided thatthere shall be excluded any income (or loss) of any Person other than the Borrower or a Subsidiary, but any such income soexcluded may be included in such period or any later period to the extent of any cash dividends or distributions actually paid inthe relevant period to the Borrower or any wholly-owned Subsidiary of the Borrower.

“Consolidated Total Assets” means, as of the date of any determination thereof, total assets of the Borrower andits Subsidiaries calculated in accordance with GAAP on a consolidated basis as of such date.

“Consolidated Total Indebtedness” means at any date the sum, without duplication, of(a) the aggregate Indebtedness of the Borrower and its Subsidiaries calculated on a consolidated basis as of such date inaccordance with GAAP, (b) the aggregate amount of Indebtedness of the Borrower and its Subsidiaries relating to the maximumdrawing amount of all letters of credit outstanding and bankers acceptances and (c) Indebtedness of the type referred to inclauses (a) or (b) hereof of another Person guaranteed by the Borrower or any of its Subsidiaries.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of themanagement or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. The terms“Controlling” and “Controlled” have meanings correlative thereto.

“Credit Event” means a Borrowing, the issuance, amendment, renewal or extension of a Letter of Credit, an LCDisbursement or any of the foregoing.

“Credit Party” means the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse oftime or both would, unless cured or waived, become an Event of Default.

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“Defaulting Lender” means any Lender that (a) has failed, within two (2) Business Days of the date required tobe funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or SwinglineLoans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i)above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faithdetermination that a condition precedent to funding (specifically identified and including the particular default, if any) has notbeen satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that itdoes not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or publicstatement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specificallyidentified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generallyunder other agreements in which it commits to extend credit, (c) has failed, within three(3) Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorizedofficer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fundprospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, providedthat such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of suchcertification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (A) aBankruptcy Event or (B) a Bail-In Action.

“Dollars” or “$” refers to lawful money of the United States of America.

“Domestic Subsidiary” means a Subsidiary organized under the laws of a jurisdiction located in the UnitedStates of America, excluding (x) any such Subsidiary that owns no material assets other than Equity Interests in one or moreSubsidiaries that are “controlled foreign corporations” within the meeting of Section 957 of the Code and (y) any suchSubsidiary that is owned (directly or indirectly) by a Subsidiary that is a “controlled foreign corporation” within the meaning ofSection 957 of the Code.

“ECP” means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Actor any regulations promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commissionand/or the SEC.

“EEA Financial Institution” means (a) any institution established in any EEA Member Country which is subjectto the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent ofan institution described in clause (a) of this definition, or(c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b)of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, andNorway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with publicadministrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of anyEEA Financial Institution.

“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived inaccordance with Section 9.02).

“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contractor other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

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“Electronic System” means any electronic system, including e-mail, e-fax, Intralinks® , ClearPar®, Debt Domain,Syndtrak and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by theAdministrative Agent and any of its respective Related Parties or any other Person, providing for access to data protected bypasscodes or other security system.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments,injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in anyway to the environment, preservation or reclamation of natural resources, the management, release or threatened release of anyHazardous Material or to health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages,costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectlyresulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage,treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened releaseof any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant towhich liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liabilitycompany, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rightsentitling the holder thereof to purchase or acquire any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, istreated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulationsissued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the failure tosatisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or notwaived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of theminimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of anyliability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISAAffiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appointa trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect tothe withdrawal or partial withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan; or (g)the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borroweror any ERISA Affiliate of any notice, concerning the imposition upon the Borrower or any of its ERISA Affiliates ofWithdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, withinthe meaning of Title IV of ERISA.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan MarketAssociation (or any successor Person), as in effect from time to time.

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“Eurodollar” when used in reference to any Loan or Borrowing, means that such Loan, or the Loans comprisingsuch Borrowing, bears interest at a rate determined by reference to the Adjusted LIBO Rate.

“Event of Default” has the meaning assigned to such term in Article VII.

“Excess Cash Flow” means, for any period, the excess, if any, of (a) the sum, without duplication, of (i)Consolidated Net Income for such period, (ii) the amount of all non-cash charges (including depreciation and amortization)deducted in determining such Consolidated Net Income, and(iii) the aggregate net amount of non-cash loss on the disposition of property by the Borrower and its Subsidiaries during suchperiod (other than sales of inventory in the ordinary course of business), to the extent deducted in arriving at such ConsolidatedNet Income, minus (b) the sum, without duplication, of(i) the amount of all non-cash credits included in determining such Consolidated Net Income, (ii) the aggregate amount paid bythe Borrower and its Subsidiaries during such period on account of Consolidated Capital Expenditures, excluding any amountfunded with proceeds from the issuance of Funded Indebtedness (other than Revolving Loans or intercompany loans), (iii) theaggregate amount of all principal payments of Indebtedness of the Borrower and its Subsidiaries (including the principalcomponent of Capital Lease Obligations, but excluding (x) any such Indebtedness to the extent refinanced with, converted intoor exchanged for, Funded Indebtedness (other than Revolving Loans or intercompany loans) and/or Equity Interests of theBorrower, (y) all prepayments of Revolving Loans made during such period and (z) all prepayments under any other revolvingcredit facility, except in the case of this clause (z), to the extent there is not an equivalent permanent reduction in commitmentsthereunder) made during such period, except to the extent financed with the proceeds of an incurrence or issuance of otherIndebtedness (other than Revolving Loans) of the Borrower or its Subsidiaries and (iv) the aggregate net amount of non-cashgain on the disposition of property by the Borrower and its Subsidiaries during such period (other than sales of inventory in theordinary course of business), to the extent included in determining such Consolidated Net Income.

“Excluded Assets” means:

(a) any real property (including any leasehold interests therein);

(b) assets subject to certificates of title (other than motor vehicles subject to certificates of title; provided thatperfection of security interests in such motor vehicles shall be limited to the filing of UCC financing statements);

(c) assets in respect of which pledges and security interests are prohibited by applicable law, rule or regulationor agreements with any Governmental Authority (other than to the extent that such prohibition would be rendered ineffectivepursuant to Section 9-406, 9-407, 9-408, 9-409 or other applicable provisions of the UCC of any relevant jurisdiction or anyother applicable law); provided that, immediately upon the ineffectiveness, lapse or termination of any such prohibitions, suchassets shall automatically cease to constitute “Excluded Assets”;

(d) Equity Interests in any Person other than wholly-owned Subsidiaries to the extent not permitted bycustomary terms in such Person’s organizational or joint venture documents (unless any such restriction would be renderedineffective pursuant to Section 9-406, 9-407, 9-408, 9-409 or other applicable provisions of the UCC of any relevant jurisdictionor any other applicable law);

(e) any lease, license or other agreement or any property subject to a purchase money security interest, similararrangement or other contractual restriction, to the extent that a grant of a security interest therein would violate or invalidatesuch lease, license or agreement, purchase money or

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other arrangement or contractual restriction or creates a right of termination in favor of any other party thereto (other than aCredit Party) (other than (i) proceeds and receivables thereof, the assignment of which is expressly deemed effective under theUCC notwithstanding such prohibition, (ii) to the extent that any such term has been waived or (iii) to the extent any such termwould be rendered ineffective pursuant to Section 9-406, 9-407, 9-408, 9-409 or other applicable provisions of the UCC of anyrelevant jurisdiction or any other applicable law); provided that, immediately upon the ineffectiveness, lapse or termination ofany such express term, such assets shall automatically cease to constitute “Excluded Assets”;

(f) (i) escrow accounts and trust accounts, (ii) payroll accounts, (iii) accounts used for payroll taxes and/orwithheld income taxes, (iv) accounts used for employee wage and benefit payments,(v) accounts pledged to secure performance (including to secure letters of credit and bank guarantees) to the extent constitutingLiens permitted by Section 6.02, (vi) custodial accounts, (vii) accounts that are swept to a zero balance on a daily basis to adeposit account that is subject to a control agreement and(viii) other similar deposit or securities accounts;

(g) any “intent-to-use” application for registration of a trademark filed pursuant to Section 1(b) of the LanhamAct, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act of an “Amendmentto Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that and solely duringthe period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registrationthat issues from such intent-to-use application under applicable federal law;

(h) MarginStock;

(i) all commercial tort claims (as defined in the UCC) below$500,000;

(j) foreign assets (other than pledges of the Equity Interests in any First Tier Foreign Subsidiary which is aMaterial Foreign Subsidiary as contemplated by this Agreement); and

(k) any other assets where the cost of obtaining or perfecting a security interest in such assets exceeds thepractical benefit to the Lenders afforded thereby as reasonably determined by the Administrative Agent in writing (inconsultation with the Borrower);

provided that, “Excluded Assets” shall not include any proceeds, products, substitutions or replacements ofExcluded Assets (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Assets).

“Excluded Swap Obligation” means, with respect to any Loan Party, any Specified Swap Obligation if, and tothe extent that, all or a portion of the Guarantee of such Loan Party of, or the grant by such Loan Party of a security interest tosecure, such Specified Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act orany rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of anythereof) by virtue of such Loan Party’s failure for any reason to constitute an ECP at the time the Guarantee of such Loan Partyor the grant of such security interest becomes or would become effective with respect to such Specified Swap Obligation. If aSpecified Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only tothe portion of such Specified Swap Obligation that is attributable to swaps for which such Guarantee or security interest is orbecomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to bewithheld or deducted from a payment to a Recipient, (a) Taxes imposed on or

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measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case,(i) imposed by the jurisdiction (or any political subdivision thereof) in which such Recipient is organized or in which its principaloffice is located, or, in the case of any Lender its applicable lending office is located or (ii) that are Other Connection Taxes, (b)in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender withrespect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on the date on which (i)such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request bythe Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case to the extent that,pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately beforesuch Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately before itchanged its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f) and (d) any U.S.Federal withholding Taxes imposed under FATCA.

“Existing Credit Agreement” means that certain Credit Agreement, dated as of October 9, 2015, among theBorrower, certain Subsidiaries of the Borrower from time to time party thereto and Citibank, N.A.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended orsuccessor version that is substantively comparable and not materially more onerous to comply with), any current or futureregulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code or anypublished intergovernmental agreement between the United States and a non-U.S. jurisdiction and any fiscal or regulatorylegislation, rules or official practices adopted pursuant to any published intergovernmental agreement entered into in connectionwith the implementation of such Sections of the Code.

“FDA” has the meaning assigned to such term in Section 3.21(a).

“FDA Warning Letter” has the meaning assigned to such term in Section 3.21(a).

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’sfederal funds transactions by depositary institutions (as determined in such manner as the NYFRB shall set forth on its publicwebsite from time to time) and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate.

“Federal Health Care Program” means the government programs set forth in 42 U.S.C. §1320a-7b(f).

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of theBorrower.

“Financials” means the annual or quarterly financial statements, and accompanying certificates and otherdocuments, of the Borrower and its Subsidiaries required to be delivered pursuant to Section 5.01(a) or 5.01(b).

“First Tier Foreign Subsidiary” means each Foreign Subsidiary with respect to which any one or more of theBorrower and its Domestic Subsidiaries directly owns or Controls more than 50% of such Foreign Subsidiary’s issued andoutstanding Equity Interests.

“Fixed Charge Coverage Ratio” means, for any period of four (4) consecutive fiscal quarters, the ratio of (a) (i)Consolidated EBITDA minus (ii) Consolidated Capital Expenditures, minus

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(iii) expense for Taxes paid in cash minus (iv) Restricted Payments to (b) Consolidated Fixed Charges, all calculated for theBorrower and its Subsidiaries on a consolidated basis in accordance with GAAP.

“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if theBorrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which theBorrower is resident for tax purposes.

“Foreign Subsidiary” means any Subsidiary which is not a Domestic Subsidiary.

“Funded Indebtedness” means, with respect to any Person, all Indebtedness of such Person that by its termsmatures more than one year after the date of determination or incurrence or matures within one year from such date but isrenewable or extendible, at the option of such Person, to a date more than one year after such date or arises under a revolvingcredit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year after suchdate, including, without limitation, all amounts of Funded Indebtedness of such Person required to be paid or prepaid within oneyear after the date of its creation.

“GAAP” means generally accepted accounting principles in the United States ofAmerica.

“Governmental Authority” means the government of the United States of America, any other nation or anypolitical subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, centralbank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of orpertaining to government.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of theguarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person(the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct orindirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligationor to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or leaseproperty, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the paymentthereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primaryobligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect ofany letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term “Guarantee”shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee shall bedeemed to be an amount equal to the lesser of (a) the stated or determinable amount of the primary payment obligation in respectof which such Guarantee is made and(b) the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodyingsuch Guarantee, unless such primary payment obligation and the maximum amount for which such guaranteeing Person may beliable are not stated or determinable, in which case the amount of the Guarantee shall be such guaranteeing Person’s maximumreasonably possible liability in respect thereof as reasonably determined by the Borrower in good faith.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxicsubstances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials,polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulatedpursuant to any Environmental Law.

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“Health Care Laws” means (a) all Laws related to (i) fraud and abuse, including the Federal Antikickback Law(42 U.S.C. § 1320a-7b), the Stark Law (42 U.S.C. § 1395nn), the Federal False Claims Act (31 U.S.C. §§ 3729, et seq.), theFederal Civil Monetary Penalties Law (42 U.S.C. § 1320a−7a), the Federal Program Fraud Civil Remedies Act (31 U.S.C. §3801 et seq.), the Federal Health Care Fraud law (18 U.S.C. § 1347), the criminal false claims statutes (e.g., 18 U.S.C. §§ 287and 1001), the Physician Payment Sunshine Act (42 U.S.C. § 1320a−7h), the Federal Health Care Program Overpayment Statute(42 U.S.C. § 1320a-7k(d)), the Medicare Secondary Payor Statute (42 U.S.C. § 1395y(b)) and any similar state Laws, anygovernment payment program or any Law governing the licensure of or regulating healthcare providers, professionals, facilitiesor payors or otherwise governing or regulating the provision of, or payment for, medical services, or the sale of medical supplies,the U.S. Federal Food, Drug and Cosmetic Act (21 U.S.C. § 301 et seq.), the Public Health Service Act (42 U.S.C.§ 201 et seq.), the Food and Drugs Act, R.S. 1985, c. F-27 and Food and Drug Relations, C.R.C., ch. 870; and (ii) coding,coverage, reimbursement, claims submission, billing and collections; and (b) the Patient Protection and Affordable Care Act(Pub. L. 111−148) as amended by the Health Care and Education Reconciliation Act of 2010 (Pub. L. 111−152) and theregulations adopted thereunder.

“Health Care Permits” has the meaning assigned to such term in Section 3.21(b).

“Hostile Acquisition ” means (a) the acquisition of the Equity Interests of a Person through a tender offer orsimilar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the boardof directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and(b) any such acquisition as to which such approval has been withdrawn.

“Impacted Interest Period” has the meaning assigned to such term in the definition of“LIBO Rate”.

“Increasing Lender” has the meaning assigned to such term in Section 2.20.

“Incremental Term Loan” has the meaning assigned to such term in Section 2.20.

“Incremental Term Loan Amendment” has the meaning assigned to such term inSection 2.20.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowedmoney, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations ofsuch Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) allobligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payableincurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of suchIndebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by suchPerson, whether or not the Indebtedness secured thereby has been assumed; provided that, if such Person has not assumed orotherwise become liable in respect of such Indebtedness, such obligations shall be deemed to be in an amount equal to the lesserof (1) the unpaid amount of such Indebtedness and (2) fair market value of such property at the time of determination (in theBorrower’s good faith estimate), (f) all Guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations ofsuch Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit andletters of guaranty, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and (j) allobligations of such Person under Sale and Leaseback Transactions. The Indebtedness of any Person shall include theIndebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Personis

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liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent theterms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any paymentmade by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwisedescribed in clause (a) hereof, Other Taxes.

“Ineligible Institution” has the meaning assigned to such term in Section 9.04(b).

“Interest Election Request” means a request by the Borrower to convert or continue a Revolving Borrowing inaccordance with Section 2.08 in the form attached hereto as Exhibit G-2.

“Interest Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day ofeach March, June, September and December and the Maturity Date, (b) with respect to any Eurodollar Loan, the last day of theInterest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with anInterest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervalsof three months’ duration after the first day of such Interest Period and the Maturity Date and (c) with respect to any SwinglineLoan, the day that such Loan is required to be repaid and the Maturity Date.

“Interest Period” means with respect to any Eurodollar Borrowing, the period commencing on the date of suchBorrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six monthsthereafter, as the Borrower may elect; provided, that(i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the nextsucceeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case suchInterest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowingthat commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding dayin the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such InterestPeriod. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereaftershall be the effective date of the most recent conversion or continuation of such Borrowing.

“Interpolated Rate” means, at any time, for any Interest Period, the rate per annum determined by theAdministrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate thatresults from interpolating on a linear basis between: (a) the LIBOR Screen Rate for the longest period (for which the LIBORScreen Rate is available for the applicable currency) that is shorter than the Impacted Interest Period and (b) the LIBOR ScreenRate for the shortest period (for which the LIBOR Screen Rate is available for the applicable currency) that exceeds theImpacted Interest Period, in each case, at such time.

“Investment” has the meaning assigned to such term in Section 6.04.

“IRS” means the United States Internal Revenue Service.

“Issuing Bank” means each of JPMorgan Chase Bank, N.A., Citibank, N.A. and each other Lender designatedby the Borrower as an “Issuing Bank” hereunder that has agreed to such designation (and is reasonably acceptable to theAdministrative Agent), each in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity asprovided in Section 2.06(i). Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued byAffiliates of

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such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issuedby such Affiliate.

“Laws” means, collectively, all statutes (including all Health Care Laws), treaties, rules, guidelines, regulations,ordinances, codes and administrative or judicial precedents or authorities of any Governmental Authority, including theinterpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation oradministration thereof, and all applicable administrative orders, consent decrees, requests, licenses, authorizations and permitsof, and agreements with, any Governmental Authority.

“LC Collateral Account” has the meaning assigned to such term in Section 2.06(j).

“LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter ofCredit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters ofCredit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf ofthe Borrower at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LCExposure at such time.

“Lender Parent” means, with respect to any Lender, any Person as to which such Lender is, directly orindirectly, a subsidiary.

“Lenders” means the Persons listed on Schedule 2.01A and any other Person that shall have become a Lenderhereunder pursuant to Section 2.20 or pursuant to an Assignment and Assumption or other documentation contemplated hereby,other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or other documentationcontemplated hereby. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender and the IssuingBanks.

“Letter of Credit” means any letter of credit issued pursuant to this Agreement.

“Letter of Credit Commitment” means, with respect to each Issuing Bank, the commitment of such IssuingBank to issue Letters of Credit hereunder. The initial amount of each Issuing Bank’s Letter of Credit Commitment is set forth onSchedule 2.01B, or if an Issuing Bank has entered into an Assignment and Assumption, the amount set forth for such IssuingBank as its Letter of Credit Commitment in the Register maintained by the Administrative Agent.

“Leverage Ratio” has the meaning assigned to such term in Section 6.11(a).

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any applicable Interest Period, the Londoninterbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administrationof such rate) for Dollars for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of theReuters screen or, in the event such rate does not appear on either of such Reuters pages, on any successor or substitute page onsuch screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shallbe selected by the Administrative Agent from time to time in its reasonable discretion (in each case the “LIBOR Screen Rate”) atapproximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period; providedthat, if the LIBOR Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement;provided, further, that if a LIBOR Screen Rate shall not be available at such time for such Interest Period (the “Impacted InterestPeriod”), then the LIBO Rate for such Interest Period shall be the Interpolated Rate;

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provided, that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of thisAgreement. It is understood and agreed that all of the terms and conditions of this definition of “LIBO Rate” shall be subject toSection 2.14.

“LIBOR Screen Rate” has the meaning assigned to such term in the definition of “LIBORate”.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation,encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional saleagreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as anyof the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third partywith respect to such securities.

“Loan Documents” means this Agreement, any promissory notes issued pursuant to Section 2.10(e), any Letterof Credit applications and any agreements between the Borrower and an Issuing Bank regarding such Issuing Bank’s Letter ofCredit Commitment or the respective rights and obligations between the Borrower and such Issuing Bank in connection with theissuance of Letters of Credit, the Collateral Documents, the Subsidiary Guaranty, and all other agreements, instruments,documents and certificates identified in Section 4.01 executed and delivered to, or in favor of, the Administrative Agent or anyLenders and including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreementsand all other written matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party and delivered to theAdministrative Agent or any Lender in connection with this Agreement or the transactions contemplated hereby. Any referencein this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto,and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such LoanDocument as the same may be in effect at any and all times such reference becomes operative.

“Loan Parties” means, collectively, the Borrower and the Subsidiary Guarantors.

“Loans” means the loans made by the Lenders to the Borrower pursuant to thisAgreement.

“Margin Stock” means “margin stock” as such term is defined in Regulation U of theBoard.

“Material Acquisition” has the meaning assigned to such term in the definition of “Consolidated EBITDA”.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations or financialcondition of the Borrower and the Subsidiaries taken as a whole, (b) the ability of the Borrower to perform any of its obligationsunder this Agreement or any other Loan Document or(c) the validity or enforceability of this Agreement or any and all other Loan Documents or the rights or remedies of theAdministrative Agent and the Lenders thereunder.

“Material Disposition” has the meaning assigned to such term in the definition of “Consolidated EBITDA”.

“Material Domestic Subsidiary” means each Domestic Subsidiary (i) which, as of the most recent fiscal quarterof the Borrower, for the period of four consecutive fiscal quarters then ended,

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for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, if prior to the date of the delivery of thefirst financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to inSection 3.04(a)), contributed greater than five percent (5%) of Consolidated EBITDA for such period or (ii) which contributedgreater than five percent (5%) of Consolidated Total Assets as of such date; provided that, if at any time the aggregate amount ofConsolidated EBITDA or Consolidated Total Assets attributable to all Domestic Subsidiaries that are not Material DomesticSubsidiaries exceeds ten percent (10%) of Consolidated EBITDA for any such period or ten percent (10%) of Consolidated TotalAssets as of the end of any such fiscal quarter, the Borrower (or, in the event the Borrower has failed to do so within ten (10)days, the Administrative Agent) shall designate sufficient Domestic Subsidiaries as “Material Domestic Subsidiaries” toeliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material DomesticSubsidiaries.

“Material Foreign Subsidiary” means each Foreign Subsidiary (i) which, as of the most recent fiscal quarter ofthe Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been deliveredpursuant to Section 5.01(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuantto Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)), contributed greater than five percent(5%) of Consolidated EBITDA for such period or (ii) which contributed greater than five percent (5%) of Consolidated TotalAssets as of such date.

“Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations inrespect of one or more Swap Agreements, of any one or more of the Borrower and its Subsidiaries in an aggregate principalamount exceeding $10,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations ofthe Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (givingeffect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap Agreement wereterminated at such time.

“Maturity Date” means September 23, 2021.

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) ofERISA.

“Net Cash Proceeds” means, with respect to any event, (a) the cash proceeds received in respect of such eventincluding any cash received in respect of any non-cash proceeds, but only as and when received, minus (b) the sum of (i) allreasonable fees and out-of-pocket expenses paid to third parties (other than Affiliates) in connection with such event, (ii) in thecase of a sale, transfer or other disposition of an asset, the amount of all mandatory prepayments required to be made as a resultof such event and (iii) the amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reservesestablished to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such eventoccurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faithby a Financial Officer of the Borrower).

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and(b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediatelypreceding Business Day); provided that if none of such rates are

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published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at11:00 a.m., New York City time, on such day received by the Administrative Agent from a Federal funds broker of recognizedstanding selected by it; provided, further, that if any of the aforesaid rates shall be less than zero, such rate shall be deemed to bezero for purposes of this Agreement.

“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, allaccrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations and indebtedness (including interestand fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless ofwhether allowed or allowable in such proceeding), obligations and liabilities of any of the Borrower and its Subsidiaries to anyof the Lenders, the Administrative Agent, any Issuing Bank or any indemnified party, individually or collectively, existing on theEffective Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidatedor unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under thisAgreement or any of the other Loan Documents or in respect of any of the Loans made or reimbursement or other obligationsincurred or any of the Letters of Credit or other instruments at any time evidencing any thereof.

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of theTreasury.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present orformer connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely fromsuch Recipient having executed, delivered, become a party to, performed its obligations under, received payments under,received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, orsold or assigned an interest in any Loan, Letter of Credit or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similarTaxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, fromthe receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxesthat are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section2.19).

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds andovernight eurodollar borrowings by U.S.-managed banking offices of depository institutions (as such composite rate shall bedetermined by the NYFRB as set forth on its public website from time to time) and published on the next succeeding BusinessDay by the NYFRB as an overnight bank funding rate (from and after such date as the NYFRB shall commence to publish suchcomposite rate).

“Participant” has the meaning assigned to such term in Section 9.04(c).

“Participant Register” has the meaning assigned to such term in Section 9.04(c).

“Patriot Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successorentity performing similar functions.

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“Permitted Acquisition ” means any acquisition (whether by purchase, merger, consolidation or otherwise butexcluding in any event a Hostile Acquisition) or series of related acquisitions by the Borrower or any Subsidiary of (i) all orsubstantially all the assets of or (ii) all or substantially all the Equity Interests in, a Person or division or line of business of aPerson, if, at the time of and immediately after giving effect thereto, (a) no Default has occurred and is continuing or would ariseafter giving effect (including giving effect on a pro forma basis) thereto, (b) such Person or division or line of business isengaged in the same or a similar line of business as the Borrower and the Subsidiaries or business reasonably related or ancillarythereto, (c) all actions required to be taken with respect to such acquired or newly formed Subsidiary under Section 5.09 shallhave been or will be taken within the time periods specified therein (subject to extensions as agreed by the Administrative Agentin its reasonable discretion), (d) the Borrower and the Subsidiaries are in compliance, on a pro forma basis, with the covenantscontained in Section 6.11 recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for whichfinancial statements are available, as if such acquisition (and any related incurrence or repayment of Indebtedness, with any newIndebtedness being deemed to be amortized over the applicable testing period in accordance with its terms) had occurred on thefirst day of each relevant period for testing such compliance and, if the aggregate consideration paid in respect of suchacquisition exceeds $50,000,000, the Borrower shall have delivered to the Administrative Agent a certificate of a FinancialOfficer of the Borrower to such effect, together with all relevant financial information, statements and projections requested bythe Administrative Agent and (e) in the case of an acquisition, merger or consolidation involving the Borrower, the Borrower isthe surviving entity of such merger and/or consolidation.

“Permitted Debt” means Indebtedness for borrowed money incurred by the Borrower or any SubsidiaryGuarantor; provided that (i) any such Permitted Debt, if guaranteed, shall not be guaranteed by any Subsidiary other than aSubsidiary Guarantor and, if secured (as permitted by Sections6.1 and 6.02), shall be secured solely by all or some portion of the Collateral pursuant to security documents no more favorableto the secured party or party, taken as a whole (as determined by the Borrower in good faith), than the Collateral Documents, (ii)any such Permitted Debt, if secured, shall be subject to a customary intercreditor agreement in form and substance reasonablysatisfactory to the Borrower and the Administrative Agent, (iii) such Permitted Debt matures after, and does not require anyscheduled amortization or other scheduled payments of principal prior to, the date that is 91 days after the Maturity Date (itbeing understood that any provision requiring an offer to purchase such Indebtedness as a result of a change of control or assetsale provision shall not violate the foregoing restriction) and (iv) the covenants applicable to such Permitted Debt are not moreonerous or more restrictive in any material respect (taken as a whole), as determined in good faith by the board of directors of theBorrower, than the applicable covenants set forth in this Agreement.

“Permitted Encumbrances” means:

(a) Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section5.04;

(b) carriers’, warehousemen’s, landlords’, mechanics’, materialmen’s, repairmen’s and other like Liensimposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more thansixty (60) days or are being contested in compliance with Section 5.04;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation,unemployment insurance and other social security laws or regulations;

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(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appealbonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) judgment Liens in respect of judgments that do not constitute an Event of Default under clause (k) ofArticle VII;

(f) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law orarising in the ordinary course of business that do not secure any monetary obligations and do not materially detract fromthe value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary;

(g) Liens in favor of a banking or other financial institution arising as a matter of law or in the ordinary courseof business under customary general terms and conditions encumbering deposits or other funds maintained with afinancial institution (including the right of set-off) and that are within the general parameters customary in the bankingindustry or arising pursuant to such banking institution’s general terms and conditions;

(h) Liens on specific items of inventory or other goods and proceeds thereof of any Person securing suchPerson’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of suchPerson to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business;and

(i) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching tocommodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not forspeculative purposes;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“Permitted Investments” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteedby, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith andcredit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having,at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 daysfrom the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued oroffered by, any domestic office of any commercial bank organized under the laws of the United States of America or anyState thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not more thanthirty

(30) days for securities described in clause (a) above and entered into with a financial institution satisfying the criteriadescribed in clause (c) above;

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(e) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the InvestmentCompany Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and(iii) have portfolio assets of at least $5,000,000,000;

(f) investments with average maturities of 12 months or less from the date of acquisition in money marketfunds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s(or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from anothernationally recognized statistical rating agency);

(g) investment funds investing substantially all of their assets in securities of the types described in clauses (a)through (f) above; and

(h) investments made in accordance with the investment policy adopted by the Borrower’s Board of Directors(or committee thereof) as in effect on the date hereof, a copy of which has been furnished to the Administrative Agent,and as the same may be amended, supplemented or modified after the date hereof with the consent of the AdministrativeAgent (such consent not to be unreasonably withheld or delayed).

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association,company, partnership, Governmental Authority or other entity.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions ofTitle IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISAAffiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined inSection 3(5) of ERISA.

“Platform” means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.

“Pledge Subsidiary” means (i) each Domestic Subsidiary and (ii) each First Tier Foreign Subsidiary which is aMaterial Foreign Subsidiary.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by JPMorgan ChaseBank, N.A. as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effectivefrom and including the date such change is publicly announced as being effective.

“Recipient” means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.

“Register” has the meaning assigned to such term in Section 9.04(b).

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respectivedirectors, officers, employees, agents, advisors and representatives of such Person and such Person’s Affiliates.

“Required Lenders” means, subject to Section 2.21, at any time, Lenders having Revolving Credit Exposuresand unused Commitments representing more than 662/3% of the sum of the total Revolving Credit Exposures and unusedCommitments at such time; provided that, as long as there are only two Lenders, Required Lenders shall mean both Lenders.

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“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property)with respect to any Equity Interests in the Borrower or any Subsidiary, or any payment (whether in cash, securities or otherproperty), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,cancellation or termination of any such Equity Interests in the Borrower or any Subsidiary or any option, warrant or other right toacquire any such Equity Interests in the Borrower or any Subsidiary.

“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the outstandingprincipal amount of such Lender’s Revolving Loans, its LC Exposure and its Swingline Exposure at such time.

“Revolving Loan” means a Loan made pursuant to Section 2.01.

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.

“Sale and Leaseback Transaction” means any sale or other transfer of any property or asset by any Person withthe intent to lease such property or asset as lessee.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target ofany Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designatedPersons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, anyEuropean Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) anyPerson operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person orPersons described in the foregoing clauses (a) or (b).

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforcedfrom time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State or (b) theUnited Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the UnitedKingdom or other relevant sanctions authority.

“SEC” means the United States Securities and Exchange Commission.

“Secured Obligations” means all Obligations, together with all Swap Obligations and Banking ServicesObligations owing to one or more Lenders or their respective Affiliates; provided that the definition of “Secured Obligations”shall not create or include any guarantee by any Loan Party of (or grant of security interest by any Loan Party to support, asapplicable) any Excluded Swap Obligations of such Loan Party for purposes of determining any obligations of any Loan Party.

“Secured Parties” means the holders of the Secured Obligations from time to time and shall include (i) eachLender and each Issuing Bank in respect of its Loans and LC Exposure respectively,(ii) the Administrative Agent, the Issuing Banks and the Lenders in respect of all other present and future obligations andliabilities of the Borrower and each Subsidiary of every type and description arising under or in connection with this Agreementor any other Loan Document, (iii) each Lender and Affiliate of such Lender in respect of Swap Agreements and BankingServices Agreements entered into with such Person by the Borrower or any Subsidiary, (iv) each indemnified party under Section9.03 in respect of the

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obligations and liabilities of the Borrower to such Person hereunder and under the other Loan Documents, and (v) theirrespective successors and (in the case of a Lender, permitted) transferees and assigns.

“Securities Act” means the United States Securities Act of 1933.

“Security Agreement” means that certain Pledge and Security Agreement (including any and all supplementsthereto), dated as of the Effective Date, between the Loan Parties and the Administrative Agent, for the benefit of theAdministrative Agent and the other Secured Parties, and any other pledge or security agreement entered into after the date of thisAgreement by any other Loan Party (as required by this Agreement or any other Loan Document), or any other Person, as thesame may be amended, restated or otherwise modified from time to time.

“Solvent” means, in reference to any Person, (i) the fair value of the assets of such Person, at a fair valuation,will exceed its debts and liabilities, subordinated, contingent or otherwise;(ii) the present fair saleable value of the property of such Person will be greater than the amount that will be required to pay theprobable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilitiesbecome absolute and matured; (iii) such Person will be able to pay its debts and liabilities, subordinated, contingent orotherwise, as such debts and liabilities become absolute and matured; and (iv) such Person will not have unreasonably smallcapital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to beconducted after the Effective Date.

“Specified Ancillary Obligations” means all obligations and liabilities (including interest and fees accruingduring the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed orallowable in such proceeding) of any of the Subsidiaries, existing on the Effective Date or arising thereafter, direct or indirect,joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising bycontract, operation of law or otherwise, to the Lenders or any of their Affiliates under any Swap Agreement or any BankingServices Agreement; provided that the definition of “Specified Ancillary Obligations” shall not create or include any guaranteeby any Loan Party of (or grant of security interest by any Loan Party to support, as applicable) any Excluded Swap Obligationsof such Loan Party for purposes of determining any obligations of any Loan Party.

“Specified Swap Obligation” means, with respect to any Loan Party, any obligation to pay or perform under anyagreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity ExchangeAct or any rules or regulations promulgated thereunder.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number oneand the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including anymarginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which theAdministrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D ofthe Board). Such reserve percentages shall include those imposed pursuant to such Regulation D of the Board. Eurodollar Loansshall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit forproration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D of the Board orany comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of anychange in any reserve percentage.

“Subordinated Indebtedness” means any Indebtedness of the Borrower or any Subsidiary the payment of whichis subordinated to payment of the obligations under the Loan Documents.

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“Subordinated Indebtedness Documents” means any document, agreement or instrument evidencing anySubordinated Indebtedness or entered into in connection with any Subordinated Indebtedness.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liabilitycompany, partnership, association or other entity the accounts of which would be consolidated with those of the parent in theparent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date,as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities orother ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in thecase of a partnership, more than 50% of the general partnership interests are, as of such date, owned, Controlled or held, or (b)that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one ormore subsidiaries of the parent.

“Subsidiary” means any subsidiary of the Borrower.

“Subsidiary Guarantor” means each Material Domestic Subsidiary that is a party to the Subsidiary Guaranty.The Subsidiary Guarantors on the Effective Date are identified as such in Schedule 3.01 hereto.

“Subsidiary Guaranty” means that certain Guaranty dated as of the Effective Date (including any and allsupplements thereto) and executed by each Subsidiary Guarantor, as amended, restated, supplemented or otherwise modifiedfrom time to time.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction oroption or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debtinstruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value orany similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing forpayments only on account of services provided by current or former directors, officers, employees or consultants of the Borroweror the Subsidiaries shall be a Swap Agreement.

“Swap Obligations” means any and all obligations of the Borrower or any Subsidiary, whether absolute orcontingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions andmodifications thereof and substitutions therefor), under (a) any and all Swap Agreements permitted hereunder with a Lender oran Affiliate of a Lender, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any such SwapAgreement transaction.

“Swingline Commitment” means $10,000,000.

“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding atsuch time. The Swingline Exposure of any Lender at any time shall be the sum of (a) its Applicable Percentage of the totalSwingline Exposure at such time other than with respect to any Swingline Loans made by such Lender in its capacity as aSwingline Lender and (b) the aggregate principal amount of all Swingline Loans made by such Lender as a Swingline Lenderoutstanding at such time (less the amount of participations funded by the other Lenders in such Swingline Loans).

“Swingline Lender” means JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loanshereunder.

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“Swingline Loan” means a Loan made pursuant to Section 2.05.

“Syndication Agent” means Citibank, N.A. in its capacity as syndication agent for the credit facility evidencedby this Agreement.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backupwithholding), value added taxes, or any other goods and services, use or sales taxes, assessments, fees or other charges imposedby any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Total Revolving Credit Exposure” means, at any time, the sum of the outstanding principal amount of allLenders’ Revolving Loans, their LC Exposure and their Swingline Exposure at such time; provided, that clause (a) of thedefinition of Swingline Exposure shall only be applicable to the extent Lenders shall have funded their respective participationsin the outstanding Swingline Loans.

“Transactions” means the execution, delivery and performance by the Loan Parties of this Agreement and theother Loan Documents, the borrowing of Loans and other credit extensions, the use of the proceeds thereof and the issuance ofLetters of Credit hereunder.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, oron the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or anyother state the laws of which are required to be applied in connection with the issue of perfection of security interests.

“Unliquidated Obligations” means, at any time, any Secured Obligations (or portion thereof) that are contingentin nature or unliquidated at such time, including any Secured Obligation that is: (i) an obligation to reimburse a bank fordrawings not yet made under a letter of credit issued by it;(ii) any other obligation (including any guarantee) that is contingent in nature at such time; or (iii) an obligation to providecollateral to secure any of the foregoing types of obligations.

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30)of the Code.

“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawalfrom such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-downand conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicableEEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may beclassified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g.,a “Eurodollar Revolving Loan”). Borrowings also may

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be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or by Classand Type (e.g., a “Eurodollar Revolving Borrowing”).

SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and pluralforms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminineand neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “withoutlimitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “law” shallbe construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretationsthereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders and decrees,of all Governmental Authorities. Unless the context requires otherwise (a) any definition of or reference to any agreement,instrument or other document herein shall be construed as referring to such agreement, instrument or other document as fromtime to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments,restatements, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulationshall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including bysuccession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such Person’ssuccessors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any GovernmentalAuthority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words “herein”,“hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to anyparticular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer toArticles and Sections of, and Exhibits and Schedules to, this Agreement and (f) the words “asset” and “property” shall beconstrued to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, includingcash, securities, accounts and contract rights.

SECTION 1.04. Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly providedherein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time;provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provisionhereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operationof such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to anyprovision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in theapplication thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately beforesuch change shall have become effective until such notice shall have been withdrawn or such provision amended in accordanceherewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shallbe construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any electionunder Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial AccountingStandard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fairvalue”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debtinstruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or FinancialAccounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner asdescribed therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

(b) All pro forma computations required to be made hereunder giving effect to any acquisition or disposition, orissuance, incurrence or assumption of Indebtedness, or other transaction shall in each case be calculated giving pro forma effectthereto (and, in the case of any pro forma

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computation made hereunder to determine whether such acquisition or disposition, or issuance, incurrence or assumption ofIndebtedness, or other transaction is permitted to be consummated hereunder, to any other such transaction consummated sincethe first day of the period covered by any component of such pro forma computation and on or prior to the date of suchcomputation) as if such transaction had occurred on the first day of the period of four consecutive fiscal quarters ending with themost recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or,prior to the delivery of any such financial statements, ending with the last fiscal quarter included in the financial statementsreferred to in Section 3.04(a)), and, to the extent applicable, to the historical earnings and cash flows associated with the assetsacquired or disposed of (but without giving effect to any synergies or cost savings) and any related incurrence or reduction ofIndebtedness, all in accordance with Article 11 of Regulation S-X under the Securities Act. If any Indebtedness bears a floatingrate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect onthe date of determination had been the applicable rate for the entire period (taking into account any Swap Agreement applicableto such Indebtedness).

SECTION 1.05. Status of Obligations. In the event that the Borrower or any other Loan Party shall at any timeissue or have outstanding any Subordinated Indebtedness, the Borrower shall take or cause such other Loan Party to take all suchactions as shall be necessary to cause the Secured Obligations to constitute senior indebtedness (however denominated) inrespect of such Subordinated Indebtedness and to enable the Administrative Agent and the Lenders to have and exercise anypayment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of suchSubordinated Indebtedness. Without limiting the foregoing, the Secured Obligations are hereby designated as “seniorindebtedness” and as “designated senior indebtedness” and words of similar import under and in respect of any indenture orother agreement or instrument under which such Subordinated Indebtedness is outstanding and are further given all such otherdesignations as shall be required under the terms of any such Subordinated Indebtedness in order that the Lenders may have andexercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under theterms of such Subordinated Indebtedness.

ARTICLE II

The Credits

SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, each Lender (severally andnot jointly) agrees to make Revolving Loans to the Borrower in Dollars from time to time during the Availability Period in anaggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’sCommitment or (b) the Total Revolving Credit Exposures exceeding the Aggregate Commitment. Within the foregoing limitsand subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.

SECTION 2.02. Loans and Borrowings. (a) Each Revolving Loan (other than a Swingline Loan) shall be madeas part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their respectiveCommitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of itsobligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for anyother Lender’s failure to make Loans as required. Any Swingline Loan shall be made in accordance with the procedures set forthin Section 2.05.

( b ) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans orEurodollar Loans as the Borrower may request in accordance herewith. Each Swingline Loan shall be an ABR Loan. EachLender at its option may make any Loan by causing any domestic or

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foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of Sections 2.14,2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such optionshall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

( c ) At the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such Borrowingshall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each ABRRevolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and notless than $300,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entireunused balance of the Aggregate Commitment or that is required to finance the reimbursement of an LC Disbursement ascontemplated by Section 2.06(e). Each Swingline Loan shall be in an amount that is an integral multiple of $100,000 and notless than $100,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shallnot at any time be more than a total of ten(10) Eurodollar Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or toelect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the MaturityDate.

SECTION 2.03. Requests for Revolving Borrowings. To request a Revolving Borrowing, the Borrower shallnotify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABRBorrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing; provided that any such noticeof an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) maybe given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic BorrowingRequest shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of awritten Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify thefollowing information in compliance with Section 2.02:

(i) the aggregate principal amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a BusinessDay;

(iii) whether such Borrowing is to be an ABR Borrowing or a EurodollarBorrowing;

(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be aperiod contemplated by the definition of the term “Interest Period”; and

(v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall complywith the requirements of Section 2.07.

If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be an ABRBorrowing. If no Interest Period is specified with respect to any requested Eurodollar Revolving Borrowing, then the Borrowershall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Requestin accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount ofsuch Lender’s Loan to be made as part of the requested Borrowing.

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SECTION 2.04. Intentionally Omitted.

SECTION 2.05. Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lendermay in its sole discretion make Swingline Loans in Dollars to the Borrower from time to time during the Availability Period, inan aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstandingSwingline Loans exceeding the Swingline Commitment, (ii) the Swingline Lender’s Revolving Credit Exposure exceeding itsCommitment or (iii) the Total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the SwinglineLender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limitsand subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

( b ) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request bytelephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan.Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of therequested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice receivedfrom the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to thegeneral deposit account of the Borrower with the Swingline Lender (or, in the case of a Swingline Loan made t o finance thereimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the relevant Issuing Bank) by 3:00 p.m.,New York City time, on the requested date of such Swingline Loan.

( c ) The Swingline Lender may by written notice given to the Administrative Agent require the Lenders toacquire participations in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount ofSwingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will givenotice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans.Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent(and in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day, no later than 5:00 p.m.,New York City time, on such Business Day and if received after 12:00 noon, New York City time, on a Business Day, no laterthan 10:00 a.m., New York City time, on the immediately succeeding Business Day), to pay to the Administrative Agent, for theaccount of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lenderacknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absoluteand unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of aDefault or reduction or termination of the Commitments, and that each such payment shall be made without any offset,abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wiretransfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by suchLender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the AdministrativeAgent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agentshall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafterpayments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Anyamounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of aSwingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptlyremitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by theAdministrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender,as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline

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Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to theBorrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve theBorrower of any default in the payment thereof.

( d ) The Swingline Lender may be replaced at any time by written agreement among the Borrower, theAdministrative Agent, the replaced Swingline Lender and the successor Swingline Lender. The Administrative Agent shall notifythe Lenders of any such replacement of the Swingline Lender. At the time any such replacement shall become effective, theBorrower shall pay all unpaid interest accrued for the account of the replaced Swingline Lender pursuant to Section 2.13(a).From and after the effective date of any such replacement, (i) the successor Swingline Lender shall have all the rights andobligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and (ii)references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous SwinglineLender, or to such successor and all previous Swingline Lenders, as the context shall require. After the replacement of aSwingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and shall continue to have all the rightsand obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to its replacement,but shall not be required to make additional Swingline Loans.

( e ) Subject to the appointment and acceptance of a successor Swingline Lender, the Swingline Lender mayresign as a Swingline Lender at any time upon thirty (30) days’ prior written notice to the Administrative Agent, the Borrowerand the Lenders, in which case, such Swingline Lender shall be replaced in accordance with Section 2.05(d) above.

SECTION 2.06. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, the Borrowermay request the issuance of Letters of Credit denominated in Dollars as the applicant thereof for the support of its or itsSubsidiaries’ obligations, in a form reasonably acceptable to the Administrative Agent and the relevant Issuing Bank, at any timeand from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of thisAgreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrowerto, or entered into by the Borrower with, the relevant Issuing Bank relating to any Letter of Credit, the terms and conditions ofthis Agreement shall control. Notwithstanding anything herein to the contrary, no Issuing Bank shall have any obligationhereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any Person (i) tofund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, isthe subject of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any party to thisAgreement. The Borrower unconditionally and irrevocably agrees that, in connection with any Letter of Credit issued for thesupport of any Subsidiary’s obligations as provided in the first sentence of this paragraph, the Borrower will be fully responsiblefor the reimbursement of LC Disbursements in accordance with the terms hereof, the payment of interest thereon and thepayment of fees due under Section 2.12(b) to the same extent as if it were the sole account party in respect of such Letter ofCredit (the Borrower hereby irrevocably waiving any defenses that might otherwise be available to it as a guarantor or surety ofthe obligations of such a Subsidiary that is an account party in respect of any such Letter of Credit).

( b ) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of aLetter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver ortelecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the relevant IssuingBank) to the relevant Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance,amendment, renewal or extension, but in any event no less than three (3) Business Days) a notice requesting the issuance of aLetter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and

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specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letterof Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name andaddress of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend suchLetter of Credit. If requested by an Issuing Bank, the Borrower also shall submit a letter of credit application on such IssuingBank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewedor extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemedto represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the amount of the LCExposure shall not exceed$10,000,000, (ii) the sum of (x) the aggregate undrawn amount of all outstanding Letters of Credit issued by any Issuing Bank atsuch time plus (y) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursedby or on behalf of the Borrower at such time shall not exceed such Issuing Bank’s Letter of Credit Commitment, (iii) the TotalRevolving Credit Exposures shall not exceed the Aggregate Commitment and (iv) each Lender’s Revolving Credit Exposureshall not exceed such Lender’s Commitment. The Borrower may, at any time and from time to time, reduce the Letter of CreditCommitment of any Issuing Bank with the consent of such Issuing Bank; provided that the Borrower shall not reduce the Letterof Credit Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in the immediatelypreceding clauses (i) through (iv) shall not be satisfied.

(c) Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the relevantIssuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date ofthe issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal orextension) and (ii) the date that is five(5) Business Days prior to the Maturity Date; provided that any Letter of Credit with a one-year tenor may contain customaryautomatic renewal provisions agreed upon by the Borrower and the relevant Issuing Bank that provide for the renewal thereof foradditional one-year periods (which shall in no event extend beyond the date referenced in clause (ii) above), subject to a right onthe part of such Issuing Bank to prevent any such renewal from occurring by giving notice to the beneficiary in advance of anysuch renewal.

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing theamount thereof) and without any further action on the part of the relevant Issuing Bank or the Lenders, the relevant Issuing Bankhereby grants to each Lender, and each Lender hereby acquires from the relevant Issuing Bank, a participation in such Letter ofCredit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit.In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to theAdministrative Agent, for the account of the relevant Issuing Bank, such Lender’s Applicable Percentage of each LCDisbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) ofthis Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lenderacknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit isabsolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal orextension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments,and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

( e ) Reimbursement. If the relevant Issuing Bank shall make any LC Disbursement in respect of a Letter ofCredit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the amount equalto such LC Disbursement, calculated as of the date such Issuing Bank made such LC Disbursement not later than 12:00 noon,New York City time, on the

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date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date,then not later than 12:00 noon, New York City time, on the Business Day immediately following the day that the Borrowerreceives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LCDisbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request inaccordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in anequivalent amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such paymentshall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to makesuch payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the paymentthen due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt ofsuch notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from theBorrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shallapply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to therelevant Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agentof any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to therelevant Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such IssuingBank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to thisparagraph to reimburse the relevant Issuing Bank for any LC Disbursement (other than the funding of Revolving Loans or aSwingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation toreimburse such LC Disbursement.

(f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph(e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the termsof this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of anyLetter of Credit or this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented under aLetter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate inany respect, (iii) any payment by the relevant Issuing Bank under a Letter of Credit against presentation of a draft or otherdocument that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever,whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitabledischarge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, theLenders nor the Issuing Banks, nor any of their Related Parties, shall have any liability or responsibility by reason of or inconnection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder(irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delayin transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including anydocument required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising fromcauses beyond the control of the relevant Issuing Bank; provided that the foregoing shall not be construed to excuse the relevantIssuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential orpunitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law)suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts andother documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in theabsence of gross negligence or willful misconduct on the part of the relevant Issuing Bank (as finally determined by a court ofcompetent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In

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furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documentspresented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, each Issuing Bank may,in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation,regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if suchdocuments are not in strict compliance with the terms of such Letter of Credit.

( g ) Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt thereof, examine alldocuments purporting to represent a demand for payment under a Letter of Credit. The relevant Issuing Bank shall promptlynotify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such demand for payment andwhether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay ingiving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Lenders with respect toany such LC Disbursement.

( h ) Interim Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the Borrower shallreimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bearinterest, for each day from and including the date such LC Disbursement is made to but excluding the date that thereimbursement is due and payable, at the rate per annum then applicable to ABR Revolving Loans and such interest shall be dueand payable on the date when such reimbursement is payable; provided that, if the Borrower fails to reimburse such LCDisbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply. Interest accrued pursuant tothis paragraph shall be for the account of the relevant Issuing Bank, except that interest accrued on and after the date of paymentby any Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such Lender tothe extent of such payment.

( i ) Replacement of Issuing Bank. (A) Any Issuing Bank may be replaced at any time by written agreementamong the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The AdministrativeAgent shall notify the Lenders of any such replacement of any Issuing Bank. At the time any such replacement shall becomeeffective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights andobligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) referencesherein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to suchsuccessor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, thereplaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bankunder this Agreement with respect to Letters of Credit then outstanding and issued by it prior to such replacement, but shall notbe required to issue additional Letters of Credit.

(B) Subject to the appointment and acceptance of a successor Issuing Bank, any Issuing Bank mayresign as an Issuing Bank at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and theLenders, in which case, such Issuing Bank shall be replaced in accordance with Section 2.06(i)(A) above.

(j) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that theBorrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has beenaccelerated, Lenders with LC Exposure representing at least 662/3% of the total LC Exposure) demanding the deposit of cashcollateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the

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Administrative Agent and for the benefit of the Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of theamount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to depositsuch cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, withoutdemand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described inclause (h) or (i) of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment andperformance of the Secured Obligations. The Administrative Agent shall have exclusive dominion and control, including theexclusive right of withdrawal, over such account and the Borrower hereby grants the Administrative Agent a security interest inthe LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be madeat the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bearinterest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall beapplied by the Administrative Agent to reimburse the relevant Issuing Bank for LC Disbursements for which it has not beenreimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowerfor the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders withLC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Secured Obligations. If theBorrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, suchamount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Eventsof Default have been cured or waived.

(k) LC Exposure Determination. For all purposes of this Agreement, the amount of a Letter of Credit that, byits terms or the terms of any document related thereto, provides for one or more automatic increases in the stated amount thereofshall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether ornot such maximum stated amount is in effect at the time of determination.

(l) Issuing Bank Agreements. Each Issuing Bank agrees that, unless otherwise requested by the AdministrativeAgent, such Issuing Bank shall report in writing to the Administrative Agent (i) on or prior to each Business Day on which suchIssuing Bank expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance, amendment, renewal orextension, and the aggregate face amount of the Letters of Credit to be issued, amended, renewed or extended by it andoutstanding after giving effect to such issuance, amendment, renewal or extension occurred (and whether the amount thereofchanged), it being understood that such Issuing Bank shall not permit any issuance, renewal, extension or amendment resultingin an increase in the amount of any Letter of Credit to occur without first obtaining written confirmation from the AdministrativeAgent that it is then permitted under this Agreement, (ii) on each Business Day on which such Issuing Bank pays any amount inrespect of one or more drawings under Letters of Credit, the date of such payment(s) and the amount of such payment(s), (iii) onany Business Day on which the Borrower fails to reimburse any amount required to be reimbursed to such Issuing Bank on suchday, the date of such failure and the amount and currency of such payment in respect of Letters of Credit and (iv) on any otherBusiness Day, such other information as the Administrative Agent shall reasonably request.

SECTION 2.07. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder onthe proposed date thereof solely by wire transfer of immediately available funds by 12:00 noon, New York City time, to theaccount of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided thatSwingline Loans shall be made as provided in Section 2.05. Except in respect of the provisions of this Agreement covering thereimbursement of Letters of Credit, the Administrative Agent will make such Loans available to the Borrower by promptlycrediting the funds so received in the aforesaid account of the Administrative Agent to an account of the Borrower maintainedwith the Administrative Agent in New York City or Chicago and designated by the

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Borrower in the applicable Borrowing Request; provided that ABR Revolving Loans made to finance the reimbursement of anLC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the relevant Issuing Bank.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of anyBorrowing (or in the case of an ABR Borrowing, prior to 12:00 noon, New York City time, on the date of such Borrowing) thatsuch Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the AdministrativeAgent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Sectionand may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lenderhas not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender andthe Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interestthereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date ofpayment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a ratedetermined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the caseof the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, thensuch amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.08. Interest Elections. (a) Each Revolving Borrowing initially shall be of the Type specified in theapplicable Borrowing Request and, in the case of a Eurodollar Revolving Borrowing, shall have an initial Interest Period asspecified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or tocontinue such Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect Interest Periods therefor, all asprovided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing,in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing,and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to SwinglineBorrowings, which may not be converted or continued.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of suchelection by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower wererequesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election.Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery ortelecopy to the Administrative Agent of a written Interest Election Request signed by the Borrower. Notwithstanding anycontrary provision herein, this Section shall not be construed to permit the Borrower to elect an Interest Period for EurodollarLoans that does not comply with Section 2.02(d).

( c ) Each telephonic and written Interest Election Request shall specify the following information incompliance with Section 2.02:

( i ) the Borrowing to which such Interest Election Request applies and, if different options are being electedwith respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which casethe information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

( i i ) the effective date of the election made pursuant to such Interest Election Request, which shall be aBusiness Day;

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(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

( i v ) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto aftergiving effect to such election, which Interest Period shall be a period contemplated by the definition of the term “InterestPeriod”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrowershall be deemed to have selected an Interest Period of one month’s duration.

( d ) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise eachLender of the details thereof and of such Lender’s portion of each resulting Borrowing.

( e ) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar RevolvingBorrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, atthe end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contraryprovision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of theRequired Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding RevolvingBorrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar RevolvingBorrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

SECTION 2.09. Termination and Reduction of Commitments. (a) Unless previously terminated, theCommitments shall terminate on the Maturity Date.

(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i)each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of theLoans in accordance with Section 2.11, the Total Revolving Credit Exposures would exceed the Aggregate Commitment.

( c ) The Borrower shall notify the Administrative Agent of any election to terminate or reduce theCommitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such terminationor reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the AdministrativeAgent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall beirrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice isconditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice maybe revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition isnot satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall bemade ratably among the Lenders in accordance with their respective Commitments.

SECTION 2.10. Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises topay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan onthe Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of theMaturity Date and the fifth (5th) Business Day after such Swingline Loan is made; provided that on each date that a RevolvingBorrowing is made, the Borrower shall repay all Swingline Loans then outstanding and the proceeds of

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any such Borrowing shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.

( b ) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing theindebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principaland interest payable and paid to such Lender from time to time hereunder.

( c ) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loanmade hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interestdue and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sumreceived by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be primafacie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or theAdministrative Agent to maintain such accounts or any error therein shall not in any manner affect the Obligations.

( e ) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, theBorrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by suchLender, to such Lender and its registered assigns) and in the form attached hereto as Exhibit H. Thereafter, the Loans evidencedby such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) berepresented by one or more promissory notes in such form.

SECTION 2.11. Prepayment of Loans. The Borrower shall have the right at any time and from time to time toprepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of this Section 2.11. TheBorrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) bywritten notice (promptly followed by telephonic confirmation of such request) of any prepayment hereunder (i) in the case ofprepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time, three (3) Business Daysbefore the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., NewYork City time, one (1) Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, notlater than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specifythe prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice ofprepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09,then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09.Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise theLenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would bepermitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment ofa Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall beaccompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section2.16. If at any time the Total Revolving Credit Exposures exceed the Aggregate Commitment, the Borrower shall immediatelyrepay Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), asapplicable, in an aggregate principal amount sufficient to cause the aggregate principal amount of the Total Revolving CreditExposures to be less than or equal to the Aggregate Commitment.

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SECTION 2.12. Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of eachLender a commitment fee, which shall accrue at the Applicable Rate on the daily average amount of the Available RevolvingCommitment of such Lender during the period from and including the Effective Date to but excluding the date on which suchCommitment terminates. Accrued commitment fees shall be payable in arrears on the last day of March, June, September andDecember of each year and on the date on which the Commitments terminate, commencing on the first such date to occur afterthe date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actualnumber of days elapsed (including the first day but excluding the last day).

(b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participationfee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine theinterest rate applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excludingany portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date tobut excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases tohave any LC Exposure and (ii) to the relevant Issuing Bank for its own account a fronting fee, which shall accrue at the rate of0.125% per annum on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursedLC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including theEffective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to beany LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment,cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawingsthereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September andDecember of each year shall be payable on the third (3rd) Business Day following such last day, commencing on the first suchdate to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitmentsterminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any otherfees payable to any Issuing Bank pursuant to this paragraph shall be payable within ten(10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall bepayable for the actual number of days elapsed (including the first day but excluding the last day).

(c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amountsand at the times separately agreed upon between the Borrower and the Administrative Agent.

( d ) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to theAdministrative Agent (or to the relevant Issuing Bank, in the case of fees payable to it) for distribution, in the case ofcommitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

SECTION 2.13. Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shallbear interest at the Alternate Base Rate plus the Applicable Rate.

( b ) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for theInterest Period in effect for such Borrowing plus the Applicable Rate.

( c ) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amountpayable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, suchoverdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdueprincipal of any Loan, 2% plus the rate otherwise

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applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plusthe rate applicable to ABR Loans as provided in paragraph (a) of this Section.

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan andupon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall bepayable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABRRevolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall bepayable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Revolving Loanprior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date ofsuch conversion.

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computedby reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed onthe basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of dayselapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBORate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.14. Alternate Rate of Interest. If prior to the commencement of any Interest Period for a EurodollarBorrowing:

(a) the Administrative Agent determines (which determination shall be conclusive and binding absent manifesterror) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, asapplicable, for such Interest Period; or

( b ) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBORate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making ormaintaining their Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly aspracticable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances givingrise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, orcontinuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall berepaid on the last day of the then current Interest Period applicable thereto and (ii) if any Borrowing Request requests aEurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

SECTION 2.15. Increased Costs. (a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (includingany compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for theaccount of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate)or any Issuing Bank;

(ii) impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost orexpense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit orparticipation therein; or

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(iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b)through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters ofcredit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing,converting into or maintaining any Loan or of maintaining its obligation to make any such Loan or to increase the cost to suchLender, such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce theamount of any sum received or receivable by such Lender, such Issuing Bank or such other Recipient hereunder, whether ofprincipal, interest or otherwise, then the Borrower will pay to such Lender, such Issuing Bank or such other Recipient, as the casemay be, such additional amount or amounts as will compensate such Lender, such Issuing Bank or such other Recipient, as thecase may be, for such additional costs incurred or reduction suffered.

( b ) If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidityrequirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or onthe capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loansmade by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to alevel below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could haveachieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies ofsuch Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to timethe Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as willcompensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reductionsuffered.

(c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensatesuch Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Sectionshall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or suchIssuing Bank, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d ) Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to thisSection shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided thatthe Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs orreductions incurred more than 270 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies theBorrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’sintention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs orreductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effectthereof.

SECTION 2.16. Break Funding Payments. In the event of (a) the payment of any principal of any EurodollarLoan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a resultof any prepayment pursuant to Section 2.11),(b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure toborrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto(regardless of whether such notice may b e revoked under Section 2.11 and is revoked in accordance therewith) or (d) theassignment of any Eurodollar Loan other

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than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19,then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event(other than loss of anticipated profits). Such loss, cost or expense to any Lender shall be deemed to include an amountreasonably determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on theprincipal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to suchLoan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of afailure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) theamount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bidwere it to bid, at the commencement of such period, for deposits in Dollars of a comparable amount and period from other banksin the eurodollar market. A written certificate of any Lender setting forth any amount or amounts that such Lender is entitled toreceive pursuant to this Section and describing in writing the basis therefor in a reasonably detailed fashion shall be delivered tothe Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due onany such written certificate within fifteen(15) Business Days after receipt thereof.

SECTION 2.17. Taxes. (a) Payments Free of Taxes. Any and all payments by or on account of any obligation ofany Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required byapplicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires thededuction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shallbe entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevantGovernmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by theapplicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including suchdeductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives anamount equal to the sum it would have received had no such deduction or withholding been made.

( b ) Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant GovernmentalAuthority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.

( c ) Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to aGovernmental Authority pursuant to this Section 2.17, such Loan Party shall deliver to the Administrative Agent the original or acertified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting suchpayment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d) Indemnification by the Loan Parties. The Loan Parties shall indemnify each Recipient, within fifteen (15)Business Days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed orasserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheldor deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether ornot such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificateas to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent),or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. No LoanParty shall be required to pay any amount under this Section 2.14(d) with respect to any Other Taxes paid or reimbursed by aLoan Party pursuant to Section 2.14(b).

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( e ) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any LoanParty has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation ofthe Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c)relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, thatare payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arisingtherefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevantGovernmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by theAdministrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to setoff and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by theAdministrative Agent to the Lender from any other source against any amount due to the Administrative Agent under thisparagraph (e).

( f ) Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Taxwith respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the timeor times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executeddocumentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be madewithout withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or theAdministrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by theBorrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not suchLender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in thepreceding two sentences, the completion, execution and submission of such documentation (other than such documentation setforth in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment suchcompletion, execution or submission would subject such Lender to any material unreimbursed cost or expense or wouldmaterially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person:

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on orprior to the date on which such Lender becomes a Lender under this Agreement (and from time to timethereafter upon the reasonable request of the Borrower or the Administrative Agent), an executed IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower andthe Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the dateon which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter uponthe reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the UnitedStates is a party (x) with respect to payments of interest under any Loan Document, an executed IRSForm W-8BEN or IRS Form W- 8BEN-E establishing an exemption from, or reduction of, U.S. Federal

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withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any otherapplicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishingan exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or“other income” article of such tax treaty;

(2) in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectivelyconnected income, an executed IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest underSection 881(c) of the Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that suchForeign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percentshareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlledforeign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”)and (y) an executed IRS Form W-8BEN or IRS Form W-8BEN-E; or

(4) to the extent a Foreign Lender is not the beneficial owner, an executed IRS Form W-8IMY,accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax ComplianceCertificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certificationdocuments from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnershipand one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interestexemption, such Foreign Lender may provide aU.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct andindirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and theAdministrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date onwhich such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon thereasonable request of the Borrower or the Administrative Agent), executed originals of any other form prescribed byapplicable law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, dulycompleted, together with such supplementary documentation as may be prescribed by applicable law to permit theBorrower or the Administrative Agent to determine the withholding or deduction required to be made; and

( D ) if a payment made to a Lender under any Loan Document would be subject to U.S. Federalwithholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reportingrequirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), suchLender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at suchtime or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed byapplicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentationreasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and theAdministrative Agent to comply with their obligations under FATCA and to determine that such Lender hascomplied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold fromsuch payment. Solely

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for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of thisAgreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate inany respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing ofits legal inability to do so.

(g) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that ithas received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment ofadditional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but onlyto the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of allout-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by therelevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnifiedparty, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest orother charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repaysuch refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will theindemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of whichwould place the indemnified party in a less favorable net after- Tax position than the indemnified party would have been in if theTax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and theindemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not beconstrued to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that itdeems confidential) to the indemnifying party or any other Person.

(h ) Survival. Each party’s obligations under this Section 2.17 shall survive the resignation or replacement ofthe Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitmentsand the repayment, satisfaction or discharge of all obligations under any Loan Document.

( i ) Defined Terms. For purposes of this Section 2.17, the term “Lender” includes each Issuing Bank and theterm “applicable law” includes FATCA.

SECTION 2.18. Payments Generally; Allocations of Proceeds; Pro Rata Treatment; Sharing of Set-offs.

(a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest,fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00p.m., New York City time on the date when due, in immediately available funds, without set-off or counterclaim. Any amountsreceived after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on thenext succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the AdministrativeAgent at its offices at 10 South Dearborn Street, Chicago, Illinois 60603, except payments to be made directly to any IssuingBank or the Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments receivedby it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any paymenthereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeedingBusiness Day, and, in the case of any payment accruing interest, interest

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thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars.

(b) Any proceeds of Collateral received by the Administrative Agent (i) not constituting a specific payment ofprincipal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower) or(ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders sodirect, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts thendue to the Administrative Agent and the Issuing Banks from the Borrower, second, to pay any fees or expense reimbursementsthen due to the Lenders from the Borrower, third, to pay interest then due and payable on the Loans ratably, fourth, to prepayprincipal on the Loans and unreimbursed LC Disbursements and any other amounts owing with respect to Banking ServicesObligations and Swap Obligations ratably, fifth, to pay an amount to the Administrative Agent equal to one hundred five percent(105%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid LCDisbursements, to be held as cash collateral for such Obligations, and sixth, to the payment of any other Secured Obligation dueto the Administrative Agent or any Lender by the Borrower. Notwithstanding the foregoing, amounts received from any LoanParty shall not be applied to any Excluded Swap Obligation of such Loan Party. Notwithstanding anything to the contrarycontained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, none of the AdministrativeAgent or any Lender shall apply any payment which it receives to any Eurodollar Loan of a Class, except (a) on the expirationdate of the Interest Period applicable to any such Eurodollar Loan or(b) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any event, theBorrower shall pay the break funding payment required in accordance with Section 2.16. The Administrative Agent and theLenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and paymentsto any portion of the Secured Obligations.

( c ) At the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees,premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section9.03), and other sums payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunderwhether made following a request by the Borrower pursuant to Section 2.03 or a deemed request as provided in this Section ormay be deducted from any deposit account of the Borrower maintained with the Administrative Agent. The Borrower herebyirrevocably authorizes (i) the Administrative Agent to make a Borrowing for the purpose of paying each payment of principal,interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all suchamounts charged shall constitute Loans (including Swingline Loans) and that all such Borrowings shall be deemed to have beenrequested pursuant to Sections 2.03 or 2.05, as applicable and (ii) the Administrative Agent to charge any deposit account of theBorrower maintained with the Administrative Agent for each payment of principal, interest and fees as it becomes due hereunderor any other amount due under the Loan Documents.

( d ) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment inrespect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loansresulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans andparticipations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any otherLender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the RevolvingLoans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefitof all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accruedinterest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is

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recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest,and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and inaccordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment ofor sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee orparticipant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shallapply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that anyLender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off andcounterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount ofsuch participation.

(e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on whichany payment is due to the Administrative Agent for the account of the Lenders or the relevant Issuing Bank hereunder that theBorrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on suchdate in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the relevant Issuing Bank, asthe case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders orthe relevant Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand theamount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date suchamount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal FundsEffective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbankcompensation.

(f) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d)or (e), 2.07(b), 2.18(e) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provisionhereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender and for the benefitof the Administrative Agent, the Swingline Lender or the Issuing Banks to satisfy such Lender’s obligations to it under suchSection until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account over whichthe Administrative Agent shall have exclusive control as cash collateral for, and application to, any future funding obligations ofsuch Lender under any such Section; in the case of each of clauses (i) and (ii) above, in any order as determined by theAdministrative Agent in its discretion.

SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensationunder Section 2.15, or the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or anyGovernmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts todesignate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunderto another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment(i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) wouldnot subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. TheBorrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designationor assignment.

(b) If (i) any Lender requests compensation under Section 2.15, (ii) the Borrower is required to pay anyIndemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuantto Section 2.17 or (iii) any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, uponnotice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordancewith

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and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to paymentspursuant to Sections 2.15 or 2.17) and obligations under the Loan Documents to an assignee that shall assume such obligations(which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have receivedthe prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks and theSwingline Lender), which consent shall not unreasonably be withheld, conditioned or delayed, (ii) such Lender shall havereceived payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements andSwingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to theextent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) inthe case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be madepursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not berequired to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, thecircumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 2.20. Expansion Option. The Borrower may from time to time elect to increase the Commitments orenter into one or more tranches of term loans (each an “Incremental Term Loan”), in each case in minimum increments of$5,000,000 so long as, after giving effect thereto, the aggregate amount of such increases and all such Incremental Term Loansdoes not exceed $75,000,000. The Borrower may arrange for any such increase or tranche to be provided by one or more Lenders(each Lender so agreeing to an increase in its Commitment, or to participate in such Incremental Term Loans, an “IncreasingLender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or otherentity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increasetheir existing Commitments, or to participate in such Incremental Term Loans, or provide new Commitments, as the case maybe; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent and(ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in theform of Exhibit C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute anagreement substantially in the form of Exhibit D hereto. No consent of any Lender (other than the Lenders participating in theincrease or any Incremental Term Loan) shall be required for any increase in Commitments or Incremental Term Loan pursuantto this Section 2.20. Increases and new Commitments and Incremental Term Loans created pursuant to this Section 2.20 shallbecome effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders orAugmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increasein the Commitments (or in the Commitment of any Lender) or tranche of Incremental Term Loans shall become effective underthis paragraph unless,(i) on the proposed date of the effectiveness of such increase or Incremental Term Loans, (A) the conditions set forth inparagraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shallhave received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (B) theBorrower shall be in compliance (on a pro forma basis) with the covenants contained in Section 6.11 and (ii) the AdministrativeAgent shall have received documents and opinions consistent with those delivered on the Effective Date as to the organizationalpower and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of anyincrease in the Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and AugmentingLender shall make available to the Administrative Agent such amounts in immediately available funds as the AdministrativeAgent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increaseand the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loansof all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) the Borrower shall be deemedto have repaid and reborrowed all

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outstanding Revolving Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Typesof Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordancewith the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately precedingsentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Loan,shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occursother than on the last day of the related Interest Periods. The Incremental Term Loans(a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (butmay have amortization prior to such date) and (c) shall be treated substantially the same as (and in any event no more favorablythan) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loansmaturing after the Maturity Date may provide for material additional or different financial or other covenants or prepaymentrequirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priceddifferently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement(an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by theBorrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any,and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effectsuch amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonableopinion of the Administrative Agent, to effect the provisions of this Section 2.20. Nothing contained in this Section 2.20 shallconstitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder, orprovide Incremental Term Loans, at any time.

SECTION 2.21. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if anyLender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a DefaultingLender:

(a) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuantto Section 2.12(a);

( b ) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included indetermining whether the Required Lenders have taken or may take any action hereunder (including any consent to anyamendment, waiver or other modification pursuant to Section 9.02);

( c ) if any Swingline Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lenderthen:

(i) all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocatedamong the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent thatthe sum of all non-Defaulting Lenders’ Revolving Credit Exposures plus such Defaulting Lender’s Swingline Exposureand LC Exposure does not exceed the total of all non-Defaulting Lenders’ Commitments;

( i i ) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowershall within one (1) Business Day following notice by the Administrative Agent (x) first, prepay such SwinglineExposure and (y) second, cash collateralize for the benefit of each Issuing Bank only the Borrower’s obligationscorresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause(i) above) in

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accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding;

( i i i ) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant toclause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section2.12(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposureis cash collateralized;

(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the feespayable to the Lenders pursuant to Section 2.12(a) and Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and

(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralizedpursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any otherLender hereunder, all letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LCExposure shall be payable to the relevant Issuing Bank until and to the extent that such LC Exposure is reallocatedand/or cash collateralized; and

( d ) so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund anySwingline Loan and no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied thatthe related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments ofthe non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.21(c), andparticipating interests in any such newly made Swingline Loan or any newly issued or increased Letter of Credit shall beallocated among non-Defaulting Lenders in a manner consistent with Section 2.21(c)(i) (and such Defaulting Lender shall notparticipate therein).

If (i) a Bankruptcy Event or a Bail-In Action with respect to a Lender Parent shall occur following the datehereof and for so long as such event shall continue or (ii) the Swingline Lender or any Issuing Bank has a good faith belief thatany Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits toextend credit, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required toissue, amend or increase any Letter of Credit, unless the Swingline Lender or the relevant Issuing Bank, as the case may be, shallhave entered into arrangements with the Borrower or such Lender, satisfactory to the Swingline Lender or such Issuing Bank, asthe case may be, to defease any risk to it in respect of such Lender hereunder.

In the event that the Administrative Agent, the Borrower, the Swingline Lender and each Issuing Bank eachagrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then theSwingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitmentand on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as theAdministrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with itsApplicable Percentage.

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ARTICLE III

Representations and Warranties

The Borrower represents and warrants to the Lenders that:

SECTION 3.01. Organization; Powers; Subsidiaries. Each of the Borrower and its Subsidiaries is dulyorganized, validly existing and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of thejurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except wherethe failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, isqualified to do business in, and (to the extent the concept is applicable in such jurisdiction) is in good standing in, everyjurisdiction where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect. Schedule3.01 hereto identifies each Subsidiary, noting whether such Subsidiary is a Material Domestic Subsidiary, the jurisdiction of itsincorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its capitalstock or other equity interests owned by the Borrower and the other Subsidiaries and, if such percentage is not 100% (excludingdirectors’ qualifying shares as required by law), a description of each class issued and outstanding. All of the outstanding sharesof capital stock and other equity interests of each Subsidiary are validly issued and outstanding and fully paid and nonassessableand all such shares and other equity interests indicated on Schedule 3.01 as owned by the Borrower or another Subsidiary areowned, beneficially and of record, by the Borrower or any Subsidiary free and clear of all Liens, other than Liens created underthe Loan Documents and Liens permitted by Section 6.02. There are no outstanding commitments or other obligations of theBorrower or any Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class ofcapital stock or other equity interests of the Borrower or any Subsidiary.

SECTION 3.02. Authorization; Enforceability. The Transactions are within each Loan Party’s organizationalpowers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. TheLoan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute alegal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicablebankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to generalprinciples of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent orapproval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtainedor made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents,(b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower orany of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture,agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunderto require any payment to be made by the Borrower or any of its Subsidiaries (except, in the case of this clause (c), for any suchviolations, defaults or rights that could not reasonably be expected to result in a Material Adverse Effect), and (d) will not resultin the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, other than Liens created underthe Loan Documents.

SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnishedto the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for thefiscal year ended December 31, 2015

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reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion ofthe fiscal year ended March 31, 2016 and June 30, 2016, certified by its chief financial officer. Such financial statements presentfairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidatedSubsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and theabsence of footnotes in the case of the statements referred to in clause (ii) above.

(b) Since December 31, 2015, there has been no material adverse change in the business, assets, operations orfinancial condition of the Borrower and its Subsidiaries, taken as a whole.

SECTION 3.05. Properties. (a) Each of the Borrower and its Subsidiaries has good title to, or valid leaseholdinterests in, all its real and personal property material to its business, except for minor defects in title that do not interfere with itsability to conduct its business as currently conducted or to utilize such properties for their intended purposes.

(b) Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights,patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does notinfringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could notreasonably be expected to result in a Material Adverse Effect.

SECTION 3.06. Litigation, Environmental and Labor Matters. (a) There are n o actions, suits, proceedings orinvestigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower,threatened against or affecting the Borrower or any of its Subsidiaries (i) that could reasonably be expected, individually or inthe aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions.

(b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expectedto result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (i) has failed to comply with anyEnvironmental Law or to obtain, maintain or comply with any permit, license or other approval required under anyEnvironmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim againstBorrower or any of its Subsidiaries with respect to any Environmental Liability or (iv) knows of any basis for any EnvironmentalLiability.

(c) There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, totheir knowledge, threatened that have resulted in, or could reasonably be expected to result in, a Material Adverse Effect. Thehours worked by and payments made to employees of the Borrower and its Subsidiaries have not been in violation of the FairLabor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters that has resulted in, orcould reasonably be expected to result in, a Material Adverse Effect. All material payments due from the Borrower or any of itsSubsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages andemployee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borroweror such Subsidiary, except to the extent that the failure to do so has not resulted in, and could not reasonably be expected toresult in, a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or rightof renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of itsSubsidiaries is bound.

SECTION 3.07. Compliance with Laws and Agreements. Each of the Borrower and its Subsidiaries is incompliance with all laws, regulations and orders of any Governmental Authority

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applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except wherethe failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.08. Investment Company Status. Neither the Borrower nor any of its Subsidiaries is an “investmentcompany” as defined in, or subject to regulation under, the Investment Company Act of 1940.

SECTION 3.09. Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Taxreturns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it,except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or suchSubsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could notreasonably be expected to result in a Material Adverse Effect.

SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when takentogether with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected toresult in a Material Adverse Effect.

SECTION 3.11. Disclosure. The Borrower has disclosed t o t h e Lenders all agreements, instruments andcorporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individuallyor in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financialstatements, certificates or other information furnished by or on behalf of the Borrower or any Subsidiary to the AdministrativeAgent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (taken as a whole and asmodified or supplemented by other information so furnished and other than projections, budgets, forecasts, estimates and otherforward looking information or information of a general economic or industry specific nature) contains any materialmisstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstancesunder which they were made, not misleading; provided that, with respect to projected financial information, the Borrowerrepresents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

SECTION 3.12. Federal Reserve Regulations. No part of the proceeds of any Loan have been used or will beused, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, includingRegulations T, U and X.

SECTION 3.13. Liens. There are no Liens on any of the real or personal properties of the Borrower or anySubsidiary except for Liens permitted by Section 6.02.

SECTION 3.14. No Default. No Default or Event of Default has occurred and iscontinuing.

SECTION 3.15. No Burdensome Restrictions. The Borrower is not subject to any Burdensome Restrictionsexcept Burdensome Restrictions permitted under Section 6.08.

SECTION 3.16. Solvency.

(a) Immediately after the consummation of the Transactions to occur on the Effective Date, the Borrower andits Subsidiaries, taken as a whole, are and will be Solvent.

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(b ) The Borrower does not intend to, nor will it permit any of its Subsidiaries to, and the Borrower does notbelieve that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into accountthe timing of and amounts of cash to be received by it or any such Subsidiary and the timing of the amounts of cash to be payableon or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

SECTION 3.17. Insurance. The Borrower maintains, and has caused each Subsidiary to maintain, withfinancially sound and reputable insurance companies, insurance on all their real and personal property in such amounts, subjectto such deductibles and self-insurance retentions and covering such properties and risks as are adequate and customarilymaintained by companies engaged in the same or similar businesses operating in the same or similar locations.

SECTION 3.18. Security Interest in Collateral. To the extent the Security Agreement has been executed anddelivered by the parties thereto and is then in effect, the Security Agreement will create legal and valid Liens on all the Collateralin favor of the Administrative Agent, for the benefit of the Secured Parties, and (i) when the Collateral consisting of certificatedsecurities in registered form (as defined in the UCC) is delivered to the Administrative Agent in the State of New York of suchoriginal certificates, together with instruments of, transfer duly endorsed in blank and assuming that Borrower does not havenotice of any “adverse claim” (as defined in Section 8-102(a)(1) of the UCC) to any of such Collateral consisting of certificatedsecurities in registered form, the Liens under the Security Agreement will constitute a fully perfected security interest in all right,title and interest of the pledgors thereunder in such Collateral, prior and superior in right to any other Person, (ii) when acopyright security agreement is executed and delivered to the Administrative Agent and filed with the U.S. Copyright Office theLiens under the Security Agreement will constitute a fully perfected security interest in all right, title and interest of the pledgorsthereunder in the copyrights listed thereto, (iii) when a trademark security agreement or a patent security agreement is executedand delivered to the Administrative Agent and filed with the U.S. Patent and Trademark Office the Liens under the SecurityAgreement will constitute a fully perfected security interest in all right, title and interest of the pledgors thereunder in the patentsand trademarks listed thereto, and (iv) when financing statements in appropriate form are filed in the applicable filing offices, thesecurity interest created under the Security Agreement will constitute a fully perfected security interest in all right, title andinterest of the Loan Parties in the remaining Collateral covered by the Security Agreement to the extent perfection can beobtained by filing UCC financing statements, enforceable against the applicable Loan Party and all third parties, and havingpriority over all other Liens on the Collateral except in the case of (a) liens permitted by Section 6.02 and (b) certain items ofCollateral located in or otherwise subject to foreign law where the grant of a Lien or priority and perfection thereof in accordancewith the UCC may not be recognized or enforceable.

SECTION 3.19. Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effectpolicies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers,employees and agents with Anti- Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and theirrespective officers and directors and to the knowledge of the Borrower its employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrower, any Subsidiary or to the knowledgeof the Borrower or such Subsidiary any of their respective directors, officers or employees, or (b) to the knowledge of theBorrower, any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the creditfacility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other Transactions willviolate any Anti-Corruption Law or applicable Sanctions.

SECTION 3.20. EEA Financial Institutions. No Loan Party is an EEA FinancialInstitution.

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SECTION 3.21. Healthcare and FDA Matters. Except, in each case, as may be disclosed on Schedule 3.21:

( a ) The Borrower and each of its Subsidiaries, and each of their respective employees and contractors solelywith respect to the exercise of their respective duties on behalf of the Borrower or its Subsidiaries, are in compliance in allmaterial respects with all applicable Health Care Laws. Neither the Borrower nor any of the Subsidiaries have received writtennotice of any pending or, to the Borrower’s or any Subsidiaries’ knowledge, threatened claim, suit, proceeding, hearing,enforcement, audit, inspection, investigation, seizure, shutdown, field action, recall, untitled letter, warning letter (other than thatcertain Warning Letter, dated April 10, 2015, from the U.S. Food and Drug Administration (the “ FDA”) to the Borrower (the“FDA Warning Letter”)), with respect to non-compliance, arbitration or other action from any applicable GovernmentalAuthority or applicable foreign regulatory agency, alleging that any operation or activity of the Borrower or any Subsidiary is inmaterial violation of any applicable Health Care Law.

( b ) The Borrower and each of its Subsidiaries owns, holds or possesses all licenses, franchises, permits,privileges, variances, immunities, approvals, clearances and other authorizations from Governmental Authorities that arenecessary to entitle it to own or lease, operate and use its properties and assets and to carry on and conduct its businesssubstantially as conducted, except for such incidental licenses, permits and other authorizations which would be readilyobtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiturethereof (collectively, the “Health Care Permits”), and all such Health Care Permits are in full force and effect.

(c) None of the Borrower, its Subsidiaries, or their respective officers, directors, holders of five percent (5%)or more of the Equity Interests of the Borrower and/or any of its Subsidiaries, employees, agents or contractors is currently, orhas in the past been, excluded from participation in any Federal Health Care Program pursuant to any applicable Health CareLaws, including, without limitation, 42 U.S.C. § 1320a-7.

(d ) Neither the Borrower nor any Subsidiary has knowingly and willfully offered, paid, solicited or receivedany remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind in returnfor, or to induce, the purchase, lease or order, or the arranging for or recommending of the purchase, lease or order, of any good,facility, item, or service for which payment may be made in whole or in part under any Federal Health Care Program.

(e) There are no pending or, to the knowledge of the Borrower or any Subsidiary, threatened material inquiries,inspections, audits, overpayments, qui tam actions, appeals, investigations or claims or other actions which relate to a materialviolation of any Health Care Laws or which, if resolved in a manner adverse to the Borrower or its Subsidiaries, would result inthe imposition of any material penalties, restrict their ability to conduct the business as currently conducted in any materialrespect, or their exclusion from participation in any Federal Health Care Program, and none of the Borrower or its Subsidiaries iscurrently a party to a corporate integrity agreement, deferred prosecution agreement, consent decree, settlement, agreement orsimilar agreements or orders mandating or prohibiting future or past activities, or has any reporting obligations pursuant to asettlement agreement, plan or correction or other remedial measure entered into with any Governmental Authority.

(f) Neither the Borrower nor any of its Subsidiaries has received any warning or untitled letter (other than theFDA Warning Letter) from the FDA or equivalent action from any comparable non-United States Governmental Authority.Neither the Borrower nor any of its Subsidiaries has received any communication from any regulatory agency or been notifiedthat any product approval or clearance granted to it is withdrawn or modified or that such an action is under consideration.Without

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limiting the foregoing, the Borrower and each of its Subsidiaries is in compliance, in all material respects, with all currentapplicable statutes, rules, regulations, or orders administered or issued by the FDA, including the Federal Food, Drug, andCosmetic Act and Public Health Service Act. There have been no recalls, detentions, withdrawals, seizures, or termination orsuspension of manufacturing voluntarily undertaken, requested or threatened relating to any of the Borrower’s or any of itsSubsidiaries’ products.

ARTICLE IV

Conditions

SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issueLetters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (orwaived in accordance with Section 9.02):

( a ) The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) acounterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the AdministrativeAgent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that suchparty has signed a counterpart of this Agreement and (ii) duly executed copies of the Loan Documents and such otherlegal opinions, certificates, documents, instruments and agreements as the Administrative Agent shall reasonably requestin connection with the Transactions, all in form and substance satisfactory to the Administrative Agent and its counseland as further described in the list of closing documents attached as Exhibit E.

(b) The Administrative Agent shall have received a favorable written opinion (addressed to the AdministrativeAgent and the Lenders and dated the Effective Date) of Fenwick & West LLP, counsel for the Loan Parties, substantiallyin the form of Exhibit B, and covering such other matters relating to the Loan Parties, the Loan Documents or theTransactions as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliversuch opinion.

(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agentor its counsel may reasonably request relating to the organization, existence and good standing of the initial LoanParties, the authorization of the Transactions and any other legal matters relating to such Loan Parties, the LoanDocuments or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel and asfurther described in the list of closing documents attached as Exhibit E.

( d ) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by thePresident, a Vice President or a Financial Officer of the Borrower, certifying (i) that the representations and warrantiescontained in Article III are true and correct in all material respects (or, in the case of any representation or warrantyqualified by materiality or Material Adverse Effect, in all respects) as of the Effective Date except to the extent that suchrepresentations and warranties specifically refer to an earlier date, in which case they are true and correct in all materialrespects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in allrespects) as of such earlier date and (ii) that no Default or Event of Default has occurred and is continuing as of suchdate.

(e) The Administrative Agent shall have received evidence satisfactory to it that the credit facility evidenced bythe Existing Credit Agreement shall have been terminated and cancelled and all indebtedness thereunder shall have beenfully repaid (except to the extent being

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so repaid with the initial Revolving Loans) and any and all liens thereunder shall have been terminated.

(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to theEffective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to bereimbursed or paid by the Borrower hereunder.

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusiveand binding.

SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of anyBorrowing (other than a conversion or continuation of any Loans), and of the Issuing Banks to issue, amend, renew or extendany Letter of Credit, is subject to the satisfaction of the following conditions:

(a) The representations and warranties of the Borrower set forth in this Agreement shall be true and correct inall material respects (or, if qualified by materiality or “Material Adverse Effect”, in all respects) on and as of the date ofsuch Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, exceptin the case of any such representation and warranty that expressly relates to an earlier date, in which case suchrepresentation and warranty shall be true and correct in all material respects (or, if qualified by materiality or “MaterialAdverse Effect”, in all respects) as of such earlier date.

(b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewalor extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and becontinuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute arepresentation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of thisSection.

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and allfees payable hereunder shall have been paid in full (other than Obligations expressly stated to survive such payment andtermination) and all Letters of Credit shall have expired or terminated, in each case, without any pending draw (or shall havebeen cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent), and allLC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

SECTION 5.01. Financial Statements and Other Information. The Borrower will furnish to the AdministrativeAgent and each Lender:

(a) within ninety (90) days after the end of each fiscal year of the Borrower, its audited consolidated balancesheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, settingforth in each case in comparative form the figures for the previous fiscal year, all reported on by Deloitte & Touche LLPor other independent public accountants of recognized national standing (without a “going concern” or

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like qualification, commentary or exception and without any qualification or exception as to the scope of such audit) to theeffect that such consolidated financial statements present fairly in all material respects the financial condition and results ofoperations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistentlyapplied;

( b ) within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of theBorrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of theend of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparativeform the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previousfiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition andresults of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAPconsistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(c) concurrently with any delivery of financial statements under clause (a)or

(b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether a Default has occurred and, if aDefault has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii)setting forth reasonably detailed calculations demonstrating compliance with Section 6.11, (iii) stating whether any change inGAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying suchcertificate and (iv) setting forth reasonably detailed calculations of the Available Amount;

(d) as soon as available, but in any event not later than the end of, and no earlier than thirty (30) days prior to theend of, each fiscal year of the Borrower, a copy of the plan and forecast (including a projected consolidated andconsolidating balance sheet, income statement and funds flow statement) of the Borrower for each fiscal quarter of theupcoming fiscal year in form reasonably satisfactory to the Administrative Agent;

( e ) promptly after the same become publicly available, copies of all periodic and other reports, proxy statementsand other materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to anyor all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to itsshareholders generally, as the case may be; and

(f) promptly following any request therefor, such other information regarding the operations, business affairs andfinancial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the AdministrativeAgent or any Lender may reasonably request.

Documents required to be delivered pursuant to clauses (a), (b) and (e) of this Section 5.01 may be delivered electronicallyand if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for publicavailability on the SEC’s Electronic Data Gathering and Retrieval System; provided that the Borrower shall notify (whichmay be by facsimile or electronic mail) the Administrative Agent of the filing of any such documents and provide to theAdministrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anythingcontained herein, in every instance the Borrower shall be required to provide promptly paper copies of the compliancecertificates required by clause (c) of this Section 5.01 to the Administrative Agent.

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SECTION 5.02. Notices of Material Events. The Borrower will furnish to the Administrative Agent and eachLender prompt written notice of the following after the Borrower becomes aware of the occurrence thereof:

(a) the occurrence of any Default;

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or GovernmentalAuthority against or affecting the Borrower or any Subsidiary thereof that could reasonably be expected to result in aMaterial Adverse Effect;

( c ) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that haveoccurred, could reasonably be expected to result in a Material Adverse Effect; and

( d ) any other development that results in, or could reasonably be expected to result in, a Material AdverseEffect.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer ofthe Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to betaken with respect thereto. Information required to be delivered pursuant to clause (b) of this Section 5.02 shall be deemed tohave been delivered if such information, or one or more annual or quarterly or other periodic reports containing suchinformation, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have beengranted access or shall be available on the website of the SEC at http://www.sec.gov. Information required to be deliveredpursuant to this Section 5.02 may also be delivered by electronic communications pursuant to procedures approved by theAdministrative Agent.

SECTION 5.03. Existence; Conduct of Business. The Borrower will, and will cause each of its Subsidiaries to,do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights,qualifications, licenses, permits, privileges, franchises, governmental authorizations and intellectual property rights material tothe conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business isconducted; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted underSection 6.03.

SECTION 5.04. Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay itsobligations, including Tax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect beforethe same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faithby appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect theretoin accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result ina Material Adverse Effect.

SECTION 5.05. Maintenance of Properties; Insurance. The Borrower will, and will cause each of itsSubsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition,ordinary wear and tear excepted, and (b) maintain with financially sound and reputable carriers (i) insurance in such amounts(with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; theft, burglary,pilferage (excluding mysterious disappearance); business interruption; and general liability) and such other hazards, as iscustomarily maintained by companies of established repute engaged in the same or similar businesses operating in the same orsimilar locations and (ii) all insurance required pursuant to the Collateral

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Documents. The Borrower will furnish to the Lenders, upon request of the Administrative Agent, information in reasonable detailas to the insurance so maintained. The Borrower shall deliver to the Administrative Agent endorsements (x) to all physicaldamage insurance policies on all of the tangible personal property and assets of the Borrower and the Subsidiary Guarantorsnaming the Administrative Agent as lender loss payee, and (y) to all general liability and other liability policies of the Borrowerand the Subsidiary Guarantors naming the Administrative Agent an additional insured. In the event the Borrower or any of itsSubsidiaries at any time or times hereafter shall fail to obtain or maintain any of the policies or insurance required herein or topay any premium in whole or in part relating thereto, then the Administrative Agent, without waiving or releasing anyobligations or resulting Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtainand maintain such policies of insurance and pay such premiums and take any other action with respect thereto which theAdministrative Agent deems advisable. All sums so disbursed by the Administrative Agent shall constitute part of theObligations, payable as provided in this Agreement. The Borrower will furnish to the Administrative Agent and the Lendersprompt written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement ofany action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminentdomain or by condemnation or similar proceeding.

SECTION 5.06. Books and Records; Inspection Rights. The Borrower will, and will cause each of itsSubsidiaries to, keep proper books of record and account in which full, true and correct entries in conformity with GAAP andapplicable law are made of all material financial dealings and transactions in relation to its business and activities. The Borrowerwill, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent, at reasonabletimes, upon reasonable prior notice (but not more than once annually if no Event of Default shall exist), to visit and inspect itsproperties, to examine and make extracts from its books and records, including environmental assessment reports and Phase I orPhase II studies which shall be carried out in compliance with leases covering the real property in question including notice, andto discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and asoften as reasonably requested. The Borrower acknowledges that the Administrative Agent, after exercising its rights ofinspection, may prepare and distribute to the Lenders certain reports pertaining to the Borrower and its Subsidiaries’ assets forinternal use by the Administrative Agent and the Lenders. Notwithstanding anything to the contrary in this Section 5.06, neitherthe Borrower nor any of its Subsidiaries will be required to disclose, permit the inspection, examination or making of extracts, ordiscussion of, any documents, information or other matter that (i) constitutes non-financial trade secrets or non-financialproprietary information, (ii) in respect of which disclosure to the Administrative Agent (or any designated representative) is thenprohibited by law, rule or regulation or any agreement binding on the Company or any of its Subsidiaries or (iii) is subject toattorney-client or similar privilege or constitutes attorney work-product.

SECTION 5.07. Compliance with Laws and Material Contractual Obligations. The Borrower will, and willcause each of its Subsidiaries to, (i) comply with all laws, rules, regulations and orders of any Governmental Authorityapplicable to it or its property (including without limitation Health Care Laws and Environmental Laws) and (ii) perform in allmaterial respects its obligations under material agreements to which it is a party, in each case except where the failure to do so,individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower willmaintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and theirrespective directors, officers, employees and agents with Anti- Corruption Laws and applicable Sanctions.

SECTION 5.08. Use of Proceeds. The proceeds of the Loans will be used only to repay the Indebtednessoutstanding under the credit facility evidenced by the Existing Credit Agreement

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on the Effective Date, to finance the working capital needs, and for general corporate purposes, of the Borrower and itsSubsidiaries (including, without limitation, for the financing of acquisitions permitted hereunder (including transaction fees andexpenses in connection therewith) to the extent permitted by the terms of this Agreement). No part of the proceeds of any Loanwill be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board,including Regulations T, U and X. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall notuse, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, theproceeds of any Borrowing or Letter of Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of thepayment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for thepurpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in anySanctioned Country, to the extent such activities, business or transaction would be prohibited by Sanctions if conducted by acorporation incorporated in the United States or in a European Union member state or (iii) in any manner that would result in theviolation of any Sanctions applicable to any party hereto.

SECTION 5.09. Subsidiary Guarantors; Pledges; Additional Collateral; FurtherAssurances.

(a) As promptly as possible but in any event within forty-five (45) days (or such later date as may be agreedupon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or isdesignated by the Borrower or the Administrative Agent as, a Material Domestic Subsidiary pursuant to the definition of“Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forthinformation in reasonable detail describing the material assets of such Person and shall cause each such Subsidiary which alsoqualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and theSecurity Agreement (in each case in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound bythe terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriatecorporate resolutions, other corporate documentation and legal opinions as may be reasonably requested by, and in form andsubstance reasonably satisfactory to, the Administrative Agent and its counsel.

(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned property (whetherpersonal, tangible, intangible, or mixed, but excluding the Excluded Assets) to be subject at all times to first priority, perfectedLiens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordancewith, and to the extent required by, the terms and conditions of the Collateral Documents, subject in any case to Liens permittedby Section 6.02. Without limiting the generality of the foregoing, the Borrower will cause the Applicable Pledge Percentage ofthe issued and outstanding Equity Interests of each Pledge Subsidiary (other than the Excluded Assets) directly owned by theBorrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agentto secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledgeand security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, no such pledgeagreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder(A) until the date that is ninety (90) days after the Effective Date or such later date as the Administrative Agent may agree inthe exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counseldetermines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legallyvalid, binding and enforceable pledge agreements.

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( c ) Without limiting the foregoing, the Borrower will, and will cause each applicable Subsidiary to, executeand deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments,and will take or cause to be taken such further actions (including the filing and recording of financing statements and otherdocuments and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required bylaw or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of thisAgreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created bythe Collateral Documents, all at the expense of the Borrower.

(d) If any assets are acquired by a Loan Party after the Effective Date (other than Excluded Assets and assetsconstituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement uponacquisition thereof), the Borrower will notify the Administrative Agent thereof in accordance with the terms of the CollateralDocuments, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securingthe Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonablyrequested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of thisSection, all at the expense of the Borrower.

(e) Notwithstanding anything to the contrary herein or in any other Loan Document, no Loan Party shall haveany obligation to (i) perfect any security interest or lien in any intellectual property included in the Collateral in any jurisdictionother than in the United States, (ii) to obtain any landlord waivers, estoppels or collateral access letters, (iii) perfect a securityinterest in any letter of credit rights, other than the filing of a UCC financing statement or (iv) pledge Equity Interests of anypartnership, joint venture or non-wholly owned Subsidiary which are not permitted to be pledged pursuant to the terms of suchpartnership’s, joint venture’s or non-wholly owned Subsidiary’s organizational, joint venture or equivalent documents (aftergiving effect to the applicable anti- assignment provisions of the UCC or other applicable law).

SECTION 5.10. Health Care Matters. The Borrower will, and will cause each of itsSubsidiaries to:

(a) operate and conduct their business in material compliance with all applicable Health Care Laws;

(b) take all such actions as are necessary and appropriate so that no material liability with respect to the HealthCare Laws may arise which could reasonably be expected to result in a Material Adverse Effect;

( c ) promptly, and in no case more than five (5) Business Days after any executive or financial officer of theBorrower or any Subsidiary thereof obtains knowledge of the existence of (x) any notice which alleges, asserts or is related toany material noncompliance with any Health Care Law or exclusion or potential exclusion from any Federal Health CareProgram, or (y) any requests or requirements of a Governmental Authority, notify the Administrative Agent and each Lender andprovide copies upon receipt of all such written claims, complaints, notices or inquiries regarding compliance with, or liabilitypursuant to, the Health Care Laws, accompanied by an explanation of the anticipated effect thereof and any response thereto;and

(d) provide such information and certifications which the Administrative Agent or any Lender may reasonablyrequest from time to time to evidence compliance with this Section 5.10.

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SECTION 5.11. Post-Closing Matters. The Borrower shall provide to the Administrative Agent within fourteen(14) days (or such later date as may be agreed upon by the Administrative Agent) following the Effective Date: (i) a legalopinion from a Texas-qualified law firm in respect of the initial Subsidiary Guarantors (Braincare, LLC and GND Operating,LLC) and in form and substance reasonably acceptable to the Administrative Agent and (ii) separate lender loss payableendorsements with respect to the property casualty insurance policies of the Borrower and the Subsidiary Guarantors andseparate additional insured endorsements with respect to the liability insurance policies of the Borrower and the SubsidiaryGuarantors.

ARTICLE VI

Negative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all feespayable hereunder have been paid in full (other than Obligations expressly stated to survive such payment and termination) andall Letters of Credit have expired or terminated, in each case, without any pending draw (or shall have been cash collateralized orbackstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent), and all LC Disbursements shall havebeen reimbursed, the Borrower covenants and agrees with the Lenders that:

SECTION 6.01. Indebtedness. The Borrower will not, and will not permit any Subsidiary to, create, incur,assume or permit to exist any Indebtedness, except:

(a) the Secured Obligations;

( b ) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and extensions, renewals andreplacements of any such Indebtedness with Indebtedness of a similar type that does not increase the outstandingprincipal amount thereof;

( c ) Indebtedness of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or any otherSubsidiary; provided that Indebtedness of any Subsidiary that is not a Loan Party to any Loan Party shall be subject tothe limitations set forth in Section 6.04(d);

(d) Guarantees by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness ofthe Borrower or any other Subsidiary;

( e ) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction, repair,replacement, lease or improvement of any fixed or capital assets, including Capital Lease Obligations and anyIndebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets priorto the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase theoutstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 270 days aftersuch acquisition or the completion of such construction, repair, replacement, lease or improvement and (ii) the aggregateprincipal amount of Indebtedness permitted by this clause (e) shall not exceed $20,000,000 at any time outstanding;

(f) Indebtedness of the Borrower or any Subsidiary as an account party in respect of trade letters of credit;

(g) Permitted Debt so long as at the time of and immediately after giving effect (including pro forma effect) tothe incurrence of such Permitted Debt, (i) the Leverage Ratio is

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less than or equal to 2.50 to 1.00 and (ii) no Default or Event of Default shall have occurred and be continuing or shallresult therefrom;

( h ) Indebtedness under bid bonds, performance bonds, surety bonds and similar obligations, in each case,incurred by the Borrower or any of its Subsidiaries in the ordinary course of business, including guarantees or obligationswith respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations;

( i ) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price orsimilar obligations, or from guaranties, surety bonds or performance bonds securing the performance of the Borrower orany of its Subsidiaries pursuant to such agreements, in connection with Permitted Acquisitions, other Investments oracquisitions permitted hereunder or dispositions permitted by Section 6.03;

(j) Indebtedness representing installment insurance premiums owing in the ordinary course of business; and

(k ) unsecured Indebtedness arising out of judgments not constituting an Event of Default under clause (k) ofArticle VII.

SECTION 6.02. Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume orpermit to exist any Lien on any property or asset now owned or hereafter acquired by it, except:

(a) Liens created pursuant to any Loan Document;

(b) PermittedEncumbrances;

( c ) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and setforth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or anySubsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions,renewals and replacements thereof that do not increase the outstanding principal amount thereof;

( d ) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or anySubsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to thetime such Person becomes a Subsidiary; provided that(i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming aSubsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or anySubsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or thedate such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that donot increase the outstanding principal amount thereof;

( e ) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary;provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) the Indebtednesssecured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iii)such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary;

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( f ) Liens with respect to property or assets of the Borrower or any Subsidiary securing Permitted Debt; providedthat (i) such Liens secure only Permitted Debt permitted by clause (g) of Section 6.01 and (ii) such Permitted Debt shall besecured only by a Lien on the Collateral and on a pari passu or subordinated basis with the Secured Obligations and shall besubject to a customary intercreditor agreement in form and substance reasonably satisfactory to the Borrower and theAdministrative Agent;

( g ) (i) dispositions of assets not prohibited by Section 6.03 and in connection therewith, customary rights andrestrictions contained in agreements relating to such dispositions pending the completion thereof, or in the case of a license,during the term thereof and (ii) any option or other agreement to dispose of any asset not prohibited by Section 6.03;

(h) in the case of (i) any Subsidiary that is not a wholly owned Subsidiary or (ii) the Equity Interests in any Personthat is not a Subsidiary, any encumbrance or restriction, including any put and call arrangements, related to Equity Interestsin such Subsidiary or such other Person set forth in the organization documents of such Subsidiary or such other Person orany related joint venture, shareholders’ or similar agreement;

( i ) Liens on earnest money deposits of cash or cash equivalents made, or escrow or similar arrangements enteredinto, in connection with any Permitted Acquisition or other Investment permitted pursuant to Section 6.04;

(j) Liens in the nature of the right of setoff in favor of counterparties to contractual agreements with Borrower orany Subsidiary in the ordinary course of business;

(k) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goodsentered into by the Borrower or any Subsidiary in the ordinary course of business;

( l ) Liens (i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customsduties in connection with the importation of goods in the ordinary course of business and (ii) on specific items of inventory orother goods and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances orletters of credit issued or created for the account of such person to facilitate the purchase, shipment or storage of suchinventory or such other goods in the ordinary course of business;

(m) Liens on insurance policies and the proceeds thereof securing Indebtedness permitted by Section 6.01(j);

(n) Liens (i) of a collection bank arising under Section 4-210 of the UCC (or other applicable Law) on the items inthe course of collection, and (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurredin the ordinary course of business and not for speculative purposes, including Liens encumbering reasonable customaryinitial deposits and margin deposits;

(o) Liens on securities that are the subject of repurchase agreements permitted hereunder;

(p) Liens on cash, Permitted Investments or other property arising in connection with the defeasance, discharge orredemption of Indebtedness;

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(q) Liens (i) consisting of deposits or advances made by the Borrower or any of its Subsidiaries in connectionwith any letter of intent or purchase agreement in respect of any Permitted Acquisition or Investment permitted underSection 6.04 or (ii) consisting of an option or agreement to dispose of any property permitted to be sold pursuant toSection 6.03;

(r) Liens to secure contractual payments (contingent or otherwise) payable by the Borrower or its Subsidiariesto a seller after the consummation of an acquisition of a product, business, license or other assets;

(s) Liens on any assets held by a trustee (i) under any indenture or other debt instrument where the proceedsthereof of the securities issued thereunder are held in escrow pursuant to customary escrow arrangements pending therelease thereof, and (ii) under any indenture pursuant to customary discharge, redemption or defeasance provisions; and

( t ) Liens on assets (not constituting Collateral) of the Borrower and its Subsidiaries not otherwise permittedabove so long as the aggregate amount of obligations subject to such Liens does not at any time exceed $10,000,000.

SECTION 6.03. Fundamental Changes and Asset Sales. (a) The Borrower will not, and will not permit anySubsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, orsell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets (including pursuantto a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now ownedor hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto noDefault shall have occurred and be continuing:

(i) any Person may merge into or consolidate with the Borrower in a transaction in which the Borrower is thesurviving corporation;

(ii) any Person (other than the Borrower) may merge into a Loan Party in a transaction in which the survivingentity is such Loan Party (provided that any such merger involving the Borrower must result in the Borrower as thesurviving entity) and any Person that is not a Loan Party may merge into any Subsidiary that is not a Loan Party;

(iii) the Borrower may sell, transfer, lease or otherwise dispose of its assets (including the Equity Interests ofany of its Subsidiaries) to a Loan Party or any Subsidiary (provided that not more than an aggregate amount of$100,000,000 in fair market value of assets may be sold, transferred, leased or otherwise disposed of by Loan Parties toSubsidiaries that are not Loan Parties), any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to aLoan Party and any Subsidiary that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets(including the Equity Interests of any of its Subsidiaries) to any other Subsidiary that is not a Loan Party;

( iv) the Borrower and its Subsidiaries may (A) sell inventory in the ordinary course of business, (B) effectsales, trade-ins or dispositions of used equipment for value in the ordinary course of business, (C) enter into licenses oftechnology in the ordinary course of business,(D) enter into licenses of technology to an Affiliate in the ordinary course of business, and (E) make any other sales,transfers, leases or dispositions of assets, the book value of which, together with the book value of all other assets of theBorrower and its Subsidiaries previously sold, transferred, leased or disposed of in reliance upon this clause (E) duringany fiscal year of the Borrower, does not exceed $100,000,000 (provided that dispositions pursuant to this clause (E)

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shall be for fair market value and at least 75% of the proceeds of such dispositions shall consist of cash or PermittedInvestments);

(v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Borrower determines in good faiththat such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to theLenders;

( v i ) the discount or sale, in each case without recourse and in the ordinary course of business, of past duereceivables arising in the ordinary course of business, but only in connection with the compromise or collection thereofconsistent with customary industry practice (and not as part of any bulk sale or financing of receivables);

(vii) Liens permitted by Section6.02;

(viii) Investments permitted by Section6.04;

(ix) dispositions of property as a result of a casualty event involving such property or any disposition of realproperty to a Governmental Authority as a result of a condemnation of such real property;

( x ) dispositions of investments in joint ventures, to the extent required by, or made pursuant to buy/sellarrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(xi) disposition of cash and Permitted Investments in the ordinary course ofbusiness;

(xii) settlement or termination of SwapAgreements;

( x i i i ) the surrender, waiver or settlement of contractual rights in the ordinary course of business, or thesurrender, waiver or settlement of claims and litigation claims (whether or not in the ordinary course of business); and

( x i v ) dispositions of Equity Interests in any Subsidiary acquired in connection with any a PermittedAcquisition prior to the time of such Subsidiary becoming a wholly owned subsidiary, in each case pursuant to any stockappreciation rights, plans, equity incentive or achievement plans or any similar plans or the exercise of warrants, optionsor other securities convertible into or exchangeable for the Equity Interests of such Subsidiary, so long as such rights,plans, warrants, options or other securities were not entered into or issued in connection with or in contemplation of suchperson becoming a Subsidiary;

provided that any such merger or consolidation involving a Person that is not a wholly-owned Subsidiary immediatelyprior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04.

(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in anybusiness other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of thisAgreement and businesses reasonably related or ancillary thereto or similar or complementary thereto or reasonable extensionsthereof.

(c) The Borrower will not, nor will it permit any of its Subsidiaries to, change its fiscal year from the basis ineffect on the Effective Date.

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SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and willnot permit any of its Subsidiaries to, (i) purchase, hold or acquire (including pursuant to any merger or consolidation with anyPerson that was not a wholly owned Subsidiary prior to such merger or consolidation) any capital stock, evidences ofindebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permitto exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interestin, any other Person, or (ii) purchase or otherwise acquire (in one transaction or a series of transactions) any Person or any assetsof any other Person constituting a business unit, division or line of business of a Person (each of the foregoing transactionsdescribed in the foregoing clauses (i) and (ii), an “Investment”), except:

(a) cash and Permitted Investments;

(b) PermittedAcquisitions;

( c ) Investments by the Borrower and its Subsidiaries existing on the date hereof in the capital stock of itsSubsidiaries;

( d ) Investments made by the Borrower in or to any Subsidiary and made by any Subsidiary in or to theBorrower or any other Subsidiary (provided that not more than an aggregate amount of $100,000,000 in Investments may bemade and remain outstanding, at any time, by Loan Parties to Subsidiaries which are not Loan Parties and such Investments toSubsidiaries that are not Loan Parties shall only be permitted so long as, at the time any such Investment is made andimmediately after giving effect (including pro forma effect) thereto, no Default or Event of Default shall have occurred and iscontinuing);

(e) Guarantees constituting Indebtedness permitted by Section6.01;

( f ) any other Investment (other than acquisitions) so long as the aggregate outstanding amount of all suchInvestments, loans and advances under this clause (f) does not exceed the greater of (i) $50,000,000 and (ii) 10% ofConsolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shallhave been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, thelast day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a));

(g ) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquentaccounts and disputes with, customers and suppliers, in each case in the ordinary course of business;

( h ) Investments made as a result of the receipt of non-cash consideration from a disposition of any asset incompliance with Section 6.03;

(i) payroll, travel and similar advances to directors, officers and employees of the Borrower or any Subsidiarythat are made in the ordinary course of business;

(j) extensions of trade credit in the ordinary course ofbusiness;

(k ) Investments of any Person in existence at the time such Person becomes a Subsidiary; provided that suchInvestment was not made in connection with or anticipation of such Person becoming a Subsidiary and any modification,replacement, renewal or extension thereof; and

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(l) Investments consisting of Liens permitted by Section 6.02, Investments in the ordinary course of businessconsisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Article 4 customary tradearrangements with customers.

For purposes of covenant compliance with this Section 6.04, the amount of any Investment shall be the consideration in respectof an acquisition or the amount actually invested, without adjustment for subsequent increases or decreases in the value of suchInvestment or accrued and unpaid interest or dividends thereon, less any amount paid, repaid, returned, distributed or otherwisereceived in cash in respect of such Investment.

SECTION 6.05. Swap Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, enterinto any Swap Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which the Borrower or anySubsidiary has actual exposure (other than those in respect of Equity Interests of the Borrower or any of its Subsidiaries), and (b)Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from onefloating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower orany Subsidiary.

SECTION 6.06. Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiariesto, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from,or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at pricesand on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-lengthbasis from unrelated third parties, (b) transactions between or among the Borrower and its wholly owned Subsidiaries notinvolving any other Affiliate, (c) any Restricted Payment permitted by Section 6.07, (d) customary fees paid andindemnifications provided to directors of the Borrower and its Subsidiaries, (e) compensation and indemnification of, and otheremployment agreements and arrangements, employee benefit plans, and stock incentive plans with, directors, officers andemployees of the Borrower or any Subsidiary entered in the ordinary course of business, (f) transfers permitted by Section 6.03,(g) Investments permitted by Section 6.04, (h) leases or subleases of property in the ordinary course of business not materiallyinterfering with the business of the Borrower and the Subsidiaries taken as a whole, (i) transactions between or among theBorrower and/or any Subsidiary and any entity that becomes a Subsidiary as a result of such transaction, (j) the payment of fees,expenses and indemnities and other payments pursuant to, and the transactions pursuant to, the agreements in effect on theEffective Date, and(k) the granting of registration and other customary rights in connection with the issuance of Equity Interests by the Borrowernot otherwise prohibited by the Loan Documents.

SECTION 6.07. Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to,declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) the Borrower may declareand pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiariesmay declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower may make Restricted Paymentspursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower andits Subsidiaries, (d) so long as, at the time any such Restricted Payment is made and immediately after giving effect (includingpro forma effect) thereto (and to the incurrence of any Indebtedness in connection therewith) no Default or Event of Default shallhave occurred and is continuing, the Borrower and its Subsidiaries may make Restricted Payments in an aggregate amount equalto a portion of the Available Amount on the date of such election that the Borrower elects to apply to this Section 6.07(d), whichelection shall be set forth in a written notice to the Administrative Agent from a Financial Officer of the Borrower and suchnotice shall set forth calculations in reasonable detail of the Available Amount immediately prior to such election and theamount thereof elected to be so

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applied and (e) so long as, at the time any such Restricted Payment is made and immediately after giving effect (including proforma effect) thereto (and to the incurrence of any Indebtedness in connection therewith) (i) no Default or Event of Default shallhave occurred and is continuing and (ii) the Leverage Ratio is not greater than 2.00 to 1.00, the Borrower and its Subsidiariesmay make other Restricted Payments.

SECTION 6.08. Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to,directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposesany condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of itsproperty or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to holders of its EquityInterests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of theBorrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law orby any Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreementsrelating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary (orthe Equity Interests thereof) that is to be sold and such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not applyto restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if suchrestrictions or conditions apply only to the property or assets securing such Indebtedness, (iv) clause (a) of the foregoing shallnot apply to customary provisions in leases and other contracts restricting the assignment thereof, (v) the foregoing shall notapply to any restriction arising under or in connection with any agreement or instrument governing Equity Interests of any jointventure that is formed or acquired after the Effective Date, (vi) the foregoing shall not apply to customary restrictions andconditions contained in any agreement relating to the disposition of any property permitted by Section 6.03 pending theconsummation of such disposition, (vii) the foregoing shall not apply to customary provisions restricting the transfer orencumbrance of the specific property subject to a Lien permitted by Section 6.02, (viii) the foregoing shall not apply torestrictions or conditions set forth in any agreement governing Indebtedness permitted by Section 6.01 (including anyrefinancings thereof); provided that such restrictions and conditions are customary for such Indebtedness and are no morerestrictive, taken as a whole, than the comparable restrictions and conditions set forth in this Agreement as determined in thegood faith judgment of the Board of Directors of the Borrower, (ix) the foregoing shall not apply to customary provisionsrestricting assignment of any agreement entered into in the ordinary course of business and (x) the foregoing shall not apply torestrictions on cash or other deposits (including escrowed funds) or net worth imposed under contracts entered into in theordinary course of business.

SECTION 6.09. Subordinated Indebtedness and Amendments to Subordinated Indebtedness Documents.Excluding the Indebtedness owed by Medix I. C.S.A. to the Borrower, the Borrower will not, and will not permit any Subsidiaryto, directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, anySubordinated Indebtedness or any Indebtedness from time to time outstanding under the Subordinated Indebtedness Documents.Furthermore, the Borrower will not, and will not permit any Subsidiary to, amend the Subordinated Indebtedness Documents orany document, agreement or instrument evidencing any Indebtedness incurred pursuant to the Subordinated IndebtednessDocuments (or any replacements, substitutions, extensions or renewals thereof) or pursuant to which such Indebtedness is issuedwhere such amendment, modification or supplement provides for the following or which has any of the following effects:

(a) increases the overall principal amount of any such Indebtedness or increases the amount of any singlescheduled installment of principal or interest;

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(b) shortens or accelerates the date upon which any installment of principal or interest becomes due or adds anyadditional mandatory redemption provisions;

(c) shortens the final maturity date of such Indebtedness or otherwise accelerates the amortization schedulewith respect to such Indebtedness;

(d) increases the rate of interest accruing on suchIndebtedness;

(e) provides for the payment of additional fees or increases existingfees;

( f ) amends or modifies any financial or negative covenant (or covenant which prohibits or restricts theBorrower or any Subsidiary from taking certain actions) in a manner which is more onerous or more restrictive in anymaterial respect to the Borrower or such Subsidiary or which is otherwise materially adverse to the Borrower, anySubsidiary and/or the Lenders or, in the case of any such covenant, which places material additional restrictions on theBorrower or such Subsidiary or which requires the Borrower or such Subsidiary to comply with more restrictive financialratios or which requires the Borrower to better its financial performance, in each case from that set forth in the existingapplicable covenants in the Subordinated Indebtedness Documents or the applicable covenants in this Agreement; or

(g) amends, modifies or adds any affirmative covenant in a manner which (i) when taken as a whole, ismaterially adverse to the Borrower, any Subsidiary and/or the Lenders or(ii) is more onerous than the existing applicable covenant in the Subordinated Indebtedness Documents or theapplicable covenant in this Agreement.

SECTION 6.10. Sale and Leaseback Transactions. The Borrower will not, nor will it permit any Subsidiary to,enter into any Sale and Leaseback Transaction, other than Sale and Leaseback Transactions in respect of which the net cashproceeds received in connection therewith does not exceed$15,000,000 in the aggregate during any fiscal year of the Borrower, determined on a consolidated basis for the Borrower and itsSubsidiaries.

SECTION 6.11. Financial Covenants.

(a) Maximum Leverage Ratio. The Borrower will not permit the ratio (the “Leverage Ratio”), determined as ofthe end of each of its fiscal quarters ending on and after September 30, 2016, of (i) Consolidated Total Indebtedness to (ii)Consolidated EBITDA for the period of four(4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Borrower and its Subsidiaries ona consolidated basis, to be greater than 2.75 to 1.00.

(b) Minimum Fixed Charge Coverage Ratio. The Borrower will not permit the Fixed Charge Coverage Ratio,determined as of the end of each of its fiscal quarters ending on and after September 30, 2016, to be less than 1.75 to 1.00.

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ARTICLE VII

Events of Default

If any of the following events (“Events of Default”) shall occur:

(a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of anyLC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed forprepayment thereof or otherwise;

( b ) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than anamount referred to in clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as thesame shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days;

(c) any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary inor in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof orwaiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or inconnection with this Agreement or any other Loan Document or any amendment or modification thereof or waiver thereunder,shall prove to have been incorrect in any material respect when made or deemed made;

(d ) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section5.02, 5.03 (with respect to the Borrower’s existence), 5.08, 5.09, 5.10 or 5.11, in Article VI or in Article X;

( e ) the Borrower or any Subsidiary Guarantor, as applicable, shall fail to observe or perform any covenant,condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article) or anyother Loan Document, and such failure shall continue unremedied for a period of thirty (30) days after notice thereof from theAdministrative Agent to the Borrower (which notice will be given at the request of any Lender);

( f ) the Borrower or any Subsidiary shall fail to make any payment (whether of principal or interest andregardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable after givingeffect to any applicable cure or grace period provided in the applicable agreement or instrument under which such Indebtednesswas created;

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduledmaturity or that enables or permits after the expiration of any applicable cure or grace period provided in the applicableagreement or instrument under which such Indebtedness was created, the holder or holders of any Material Indebtedness or anytrustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment,repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply tosecured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing suchIndebtedness;

( h ) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i)liquidation, reorganization or other relief in respect of the Borrower or any Subsidiary or its debts, or of a substantial part of itsassets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii)the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiaryor for a

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substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days oran order or decree approving or ordering any of the foregoing shall be entered;

(i) the Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seekingliquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar lawnow or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceedingor petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian,sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets, (iv) file ananswer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment forthe benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(j) the Borrower or any Subsidiary shall become unable, admit in writing its inability or fail generally to payits debts as they become due;

(k) one or more judgments for the payment of money in an aggregate amount in excess of $10,000,000 shallbe rendered against the Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged for aperiod of sixty (60) consecutive days during which execution shall not be effectively stayed, or any action shall be legally takenby a judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment;provided that any such amount shall be calculated after deducting from the sum so payable any amount of such judgment ororder that is covered by a valid and binding policy of insurance issued by an unaffiliated insurer in favor of the Borrower or suchSubsidiary (but only if the applicable insurer shall have been advised of such judgment and of the intent of the Borrower or suchSubsidiary to make a claim in respect of any amount payable by it in connection therewith and such insurer shall not havedisputed coverage);

( l ) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that haveoccurred, could reasonably be expected to result in a Material Adverse Effect;

(m) a Change in Control shalloccur;

(n) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable inaccordance with its terms (or the Borrower or any Subsidiary shall challenge the enforceability of any Loan Document or shallassert in writing that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding andenforceable in accordance with its terms); or

( o ) any Collateral Document shall for any reason fail to create a valid and perfected first priority securityinterest in any portion of the Collateral purported to be covered thereby, except as permitted by the terms of any Loan Document;

then, and in every such event (other than an event with respect to the Borrower described in clause (h) or(i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at therequest of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same ordifferent times: (i) terminate the Commitments (and the Letter of Credit Commitments), and thereupon the Commitments (andthe Letter of Credit Commitments) shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable inwhole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due andpayable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon andall fees and other Secured Obligations of the Borrower accrued

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hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment, demand,protest or other notice of any kind, all of which are hereby waived by the Borrower, and (iii) require cash collateral for the LCExposure in accordance with Section 2.06(j); and in case of any event with respect to the Borrower described in clause (h) or (i)of this Article, the Commitments (and the Letter of Credit Commitments) shall automatically terminate and the principal of theLoans then outstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and otherSecured Obligations accrued hereunder and under the other Loan Documents, shall automatically become due and payable,without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon theoccurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the RequiredLenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law orequity, including all remedies provided under the UCC.

ARTICLE VIII

The Administrative Agent

Each of the Lenders, on behalf of itself and any of its Affiliates that are Secured Parties, and each of the IssuingBanks hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take suchactions on its behalf, including execution of the other Loan Documents, and to exercise such powers as are delegated to theAdministrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidentalthereto. In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each of theLenders, on behalf of itself and any of its Affiliates that are Secured Parties, and each of the Issuing Banks hereby grants to theAdministrative Agent any required powers of attorney to execute any Collateral Document governed by the laws of suchjurisdiction on such Lender’s or Issuing Bank’s behalf. The provisions of this Article are solely for the benefit of theAdministrative Agent and the Lenders (including the Swingline Lender and the Issuing Banks), and neither the Borrower nor anyother Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the useof the term “agent” as used herein or in any other Loan Documents (or any similar term) with reference to the AdministrativeAgent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of anyapplicable law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrativerelationship between independent contracting parties.

The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity asa Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and itsAffiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or anySubsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

The Administrative Agent shall not have any duties or obligations except those expressly set forth in the LoanDocuments. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary orother implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not haveany duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expresslycontemplated by the Loan Documents that the Administrative Agent is required to exercise in writing as directed by the RequiredLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section9.02), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose,and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is

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communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. TheAdministrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the RequiredLenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of acourt of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless anduntil written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shallnot be responsible for or have any duty to ascertain or inquire into(i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of anycertificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance orobservance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity,enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) thecreation, perfection or priority of Liens on the Collateral or the existence of the Collateral or (vi) the satisfaction of any conditionset forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to bedelivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, anynotice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to havebeen signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or bytelephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. TheAdministrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants andother experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of anysuch counsel, accountants or experts.

The Administrative Agent may perform any and all its duties and exercise its rights and powers by or throughany one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent mayperform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatoryprovisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agentand any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilitiesprovided for herein as well as activities as Administrative Agent.

Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph,the Administrative Agent may resign at any time by notifying the Lenders, the Issuing Banks and the Borrower. Upon any suchresignation, the Required Lenders shall have the right (with the consent of the Borrower (such consent not to be unreasonablywithheld or delayed); provided that no consent of the Borrower shall be required if an Event of Default under clause (a), (b), (h),(i) or (j) of Article VII has occurred and is continuing) to appoint a successor. If no successor shall have been so appointed bythe Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agentgives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks,appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of anysuch bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shallsucceed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and theretiring Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower toa successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between theBorrower and such successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents

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and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting asAdministrative Agent.

Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans andletters of credit and not investments in a business enterprise or securities. Each Lender further represents that it is engaged inmaking, acquiring or holding commercial loans in the ordinary course of its business and has, independently and without relianceupon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate,made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loanshereunder. Each Lender shall, independently and without reliance upon the Administrative Agent or any other Lender and basedon such documents and information (which may contain material, non-public information within the meaning of the UnitedStates securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue tomake its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or anydocument furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a Lender orassign or otherwise transfer its rights, interests and obligations hereunder.

None of the Lenders, if any, identified in this Agreement as a syndication agent or documentation agent shallhave any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lendersas such. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with anyLender. Each Lender hereby makes the same acknowledgments with respect to the relevant Lenders in their respective capacitiesas syndication agent or documentation agent, as applicable, as it makes with respect to the Administrative Agent in the precedingparagraph.

The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or(except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender. TheAdministrative Agent shall have the exclusive right on behalf of the Lenders to enforce the payment of the principal of andinterest on any Loan after the date such principal or interest has become due and payable pursuant to the terms of thisAgreement.

In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of theterm “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Administrative Agentto enter into each of the Collateral Documents to which it is a party and to take all action contemplated by such documents. EachLender agrees that no Secured Party (other than the Administrative Agent) shall have the right individually to seek to realizeupon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may beexercised solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Collateral Documents.In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, theAdministrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of theSecured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of theAdministrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option andin its discretion, to release or, as applicable, subordinate any Lien granted to or held by the Administrative Agent upon anyCollateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable LoanDocument; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to beapproved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm inwriting the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale ortransfer of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to inwriting by the Required Lenders or all of the

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Lenders, as applicable, and upon at least five (5) Business Days’ (or such shorter period as is acceptable to the AdministrativeAgent) prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is herebyirrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liensgranted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that wassold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document onterms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligationor entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in anymanner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Borrower or any Subsidiaryin respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, allof which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent ofdocuments in connection with any such release shall be without recourse to or warranty by the Administrative Agent.

In case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreignbankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whetherthe principal of any Loan or any LC Disbursement shall then be due and payable as herein expressed or by declaration orotherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitledand empowered (but not obligated) by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid inrespect of the Loans, LC Exposure and all other Secured Obligations that are owing and unpaid and to file such otherdocuments as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and theAdministrative Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.16, 2.17 and 9.03) allowed in such judicialproceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims andto distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is herebyauthorized by each Lender, each Issuing Bank and each other Secured Party to make such payments to the Administrative Agentand, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, the IssuingBanks or the other Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the AdministrativeAgent, under the Loan Documents (including under Section 9.03).

The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the RequiredLenders, to credit bid all or any portion of the Secured Obligations (including by accepting some or all of the Collateral insatisfaction of some or all of the Secured Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such mannerpurchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereofconducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, orany similar laws in any other jurisdictions to which a Credit Party is subject, or (b) at any other sale, foreclosure or acceptance ofcollateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicialaction or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the SecuredObligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at thedirection of the Required Lenders on a ratable basis (with Secured Obligations with respect to contingent or unliquidated

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claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims inan amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) forthe asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that areissued in connection with such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized toform one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) each ofthe Secured Parties’ ratable interests in the Secured Obligations which were credit bid shall be deemed without any furtheraction under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) theAdministrative Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles(provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including anydisposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documentsshall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement orthe governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination ofthis Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 9.02 of thisAgreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to eachof the Secured Parties, ratably on account of the relevant Secured Obligations which were credit bid, interests, whether as equity,partnership, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issuedby such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and(v) to the extent that Secured Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for anyreason (as a result of another bid being higher or better, because the amount of Secured Obligations assigned to the acquisitionvehicle exceeds the amount of Secured Obligations credit bid by the acquisition vehicle or otherwise), such Secured Obligationsshall automatically be reassigned to the Secured Parties pro rata and the equity interests and/or debt instruments issued by anyacquisition vehicle on account of such Secured Obligations shall automatically be cancelled, without the need for any SecuredParty or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Secured Obligations ofeach Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each SecuredParty shall execute such documents and provide such information regarding the Secured Party (and/or any designee of theSecured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agentmay reasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any creditbid or the consummation of the transactions contemplated by such credit bid.

The Borrower, on its behalf and on behalf of its Subsidiaries, and each Lender, on its behalf and on the behalf ofits affiliated Secured Parties, hereby irrevocably constitute the Administrative Agent as the holder of an irrevocable power ofattorney (fondé de pouvoir within the meaning of Article 2692 of the Civil Code of Québec) in order to hold hypothecs andsecurity granted by the Borrower or any Subsidiary on property pursuant to the laws of the Province of Québec to secureobligations of the Borrower or any Subsidiary under any bond, debenture or similar title of indebtedness issued by the Borroweror any Subsidiary in connection with this Agreement, and agree that the Administrative Agent may act as the bondholder andmandatary with respect to any bond, debenture or similar title of indebtedness that may be issued by the Borrower or anySubsidiary and pledged in favor of the Secured Parties in connection with this Agreement. Notwithstanding the provisions ofSection 32 of the An Act respecting the special powers of legal persons (Québec), JPMorgan Chase Bank, N.A. asAdministrative Agent may acquire and be the holder of any bond issued by the Borrower or any Subsidiary in connection withthis Agreement (i.e., the fondé de pouvoir may acquire and hold the first bond issued under any deed of hypothec by theBorrower or any Subsidiary).

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The Administrative Agent is hereby authorized to execute and deliver any documents necessary or appropriateto create and perfect the rights of pledge for the benefit of the Secured Parties including a right of pledge with respect to theentitlements to profits, the balance left after winding up and the voting rights of the Borrower as ultimate parent of anysubsidiary of the Borrower which is organized under the laws of the Netherlands and the Equity Interests of which are pledged inconnection herewith (a “Dutch Pledge”). Without prejudice to the provisions of this Agreement and the other Loan Documents,the parties hereto acknowledge and agree with the creation of parallel debt obligations of the Borrower or any relevantSubsidiary as will be described in any Dutch Pledge (the “Parallel Debt”), including that any payment received by theAdministrative Agent in respect of the Parallel Debt will – conditionally upon such payment not subsequently being avoided orreduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, preference, liquidation or similar laws ofgeneral application – be deemed a satisfaction of a pro rata portion of the corresponding amounts of the Secured Obligations,and any payment to the Secured Parties in satisfaction of the Secured Obligations shall – conditionally upon such payment notsubsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, preference,liquidation or similar laws of general application – be deemed as satisfaction of the corresponding amount of the Parallel Debt.The parties hereto acknowledge and agree that, for purposes of a Dutch Pledge, any resignation by the Administrative Agent isnot effective until its rights under the Parallel Debt are assigned to the successor Administrative Agent.

The parties hereto acknowledge and agree for the purposes of taking and ensuring the continuing validity ofGerman law governed pledges (Pfandrechte) with the creation of parallel debt obligations of the Borrower and its Subsidiariesas will be further described in a separate German law governed parallel debt undertaking. The Administrative Agent shall (i)hold such parallel debt undertaking as fiduciary agent (Treuhaender) and (ii) administer and hold as fiduciary agent(Treuhaender) any pledge created under a German law governed Collateral Document which is created in favor of any SecuredParty or transferred to any Secured Party due to its accessory nature (Akzessorietaet), in each case of (i) and (ii) in its own nameand for the account of the Secured Parties. Each Lender, on its own behalf and on behalf of its affiliated Secured Parties, herebyauthorizes the Administrative Agent to enter as its agent ( Vertreter) in its name and on its behalf into any German law governedCollateral Document, to accept as its agent in its name and on its behalf any pledge under such Collateral Document and to agreeto and execute as agent in its name and on its behalf any amendments, supplements and other alterations to any such CollateralDocument and to release any such Collateral Document and any pledge created under any such Collateral Document inaccordance with the provisions herein and/or the provisions in any such Collateral Document.

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to begiven by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be inwriting and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, asfollows:

(i) if to the Borrower, to it at 6701 Koll Center Parkway, Suite 120, Pleasanton, California 94566, Attention ofJonathan A. Kennedy (Telecopy No. (321) 406-1064; Telephone No. (925) 223-6700);

(ii) if to the Administrative Agent, to JPMorgan Chase Bank, N.A., 10 South Dearborn, L2S Floor, Chicago,Illinois 60603, Attention of April Yebd (Telecopy No. (844) 490-

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5663),with a copy to JPMorgan Chase Bank, N.A., 560 Mission Street, 19th Floor, San Francisco, California 94105,Attention of Alex Rogin (Telecopy No. (415) 315-5722);

( i i i ) if to JPMorgan Chase Bank, N.A., in its capacity as an Issuing Bank, to it atJPMorgan Chase Bank, N.A., Attention of LC Team, [email protected](Telecopy No. (214) 307-6874);

(iv) if to the Swingline Lender, to it at JPMorgan Chase Bank, N.A., 10 South Dearborn, L2S Floor, Chicago,Illinois 60603, Attention of April Yebd (Telecopy No. (844) 490- 5663); and

(v) if to any other Lender or Issuing Bank, to it at its address (or telecopy number) set forth in itsAdministrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been givenwhen received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normalbusiness hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for therecipient). Notices delivered through Electronic Systems, to the extent provided in paragraph (b) below, shall be effective asprovided in said paragraph (b).

( b ) Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered orfurnished by using Electronic Systems pursuant to procedures approved by the Administrative Agent; provided that the foregoingshall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender.The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to ithereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures maybe limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mailaddress shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the“return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices orcommunications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intendedrecipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication isavailable and identifying the website address therefor; provided that, for both clauses(i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, suchnotice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

( c ) Any party hereto may change its address or telecopy number for notices and other communicationshereunder by notice to the other parties hereto.

(d) ElectronicSystems.

( i ) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, makeCommunications (as defined below) available to the Issuing Banks and the other Lenders by posting theCommunications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System.

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(ii) Any Electronic System used by the Administrative Agent is provided “as is” and “as available.”The Agent Parties (as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaimliability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, includingany warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom fromviruses or other code defects, is made by any Agent Party in connection with the Communications or any ElectronicSystem. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “ Agent Parties”) haveany liability to any Loan Party, any Lender, any Issuing Bank or any other Person or entity for damages of any kind,including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract orotherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of Communications through anElectronic System. “Communications” means, collectively, any notice, demand, communication, information, documentor other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactionscontemplated therein which is distributed by the Administrative Agent, any Lender or any Issuing Bank by means ofelectronic communications pursuant to this Section, including through an Electronic System.

SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the Administrative Agent, any Issuing Bankor any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof,nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce sucha right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights andremedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents arecumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of thisAgreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall bepermitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and forthe purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter ofCredit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or anyIssuing Bank may have had notice or knowledge of such Default at the time.

( b ) Except as provided in Section 2.20 with respect to an Incremental Term Loan Amendment, neither thisAgreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements inwriting entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with theconsent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without thewritten consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interestthereon, or reduce any fees payable hereunder, without the written consent of each Lender directly affected thereby (except that(x) any amendment or modification of the financial covenants in this Agreement (or defined terms used in the financialcovenants in this Agreement and (y) only the consent of the Required Lenders shall be necessary to reduce or waive anyobligation of the Borrower to pay interest or fees at the applicable default rate set forth in Section 2.13(c)) shall not constitute areduction in the rate of interest or fees for purposes of this clause (ii)), (iii) postpone the scheduled date of payment of theprincipal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amountof, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the writtenconsent of each Lender directly affected thereby,(iv) change Section 2.18(b) or (d) in a manner that would alter the pro rata sharing of payments required thereby, without thewritten consent of each Lender, (v) change any of the provisions of this Section or the definition of “Required Lenders” or anyother provision hereof specifying the number or percentage

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of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder,without the written consent of each Lender (it being understood that, solely with the consent of the parties prescribed by Section2.20 to be parties to an Incremental Term Loan Amendment, Incremental Term Loans may be included in the determination ofRequired Lenders on substantially the same basis as the Commitments and the Revolving Loans are included on the EffectiveDate), (vi) (x) release the Borrower from its obligations under Article X or (y) release all or substantially all of the SubsidiaryGuarantors from their obligations under the Subsidiary Guaranty, in each case, without the written consent of each Lender, or(vii) except as provided in clause (d) of this Section or in any Collateral Document, release all or substantially all of theCollateral, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwiseaffect the rights or duties of the Administrative Agent, any Issuing Bank or the Swingline Lender hereunder without the priorwritten consent of the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be (it being understoodthat any change to Section 2.21 shall require the consent of the Administrative Agent, the Issuing Banks and the SwinglineLender). Notwithstanding the foregoing, no consent with respect to any amendment, waiver or other modification of thisAgreement shall be required of any Defaulting Lender, except with respect to any amendment, waiver or other modificationreferred to in clause (i), (ii) or (iii) of the first proviso of this paragraph and then only in the event such Defaulting Lender shallbe directly affected by such amendment, waiver or other modification.

( c ) Notwithstanding the foregoing, this Agreement and any other Loan Document may be amended (oramended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (x) to addone or more credit facilities (in addition to the Incremental Term Loans pursuant to an Incremental Term Loan Amendment) tothis Agreement and to permit extensions of credit from time to time outstanding thereunder and the accrued interest and fees inrespect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans,Incremental Term Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holdingsuch credit facilities in any determination of the Required Lenders and Lenders.

(d) The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion,to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of all theCommitments, payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), and thecash collateralization of all Unliquidated Obligations in a manner satisfactory to the Administrative Agent, (ii) constitutingproperty being sold or disposed of if the Borrower certifies to the Administrative Agent that the sale or disposition is made incompliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate,without further inquiry), (iii) constituting property leased to the Borrower or any Subsidiary under a lease which has expired orbeen terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other disposition of suchCollateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII. Anysuch release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly beingreleased) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceedsof any sale, all of which shall continue to constitute part of the Collateral. In addition, each of the Lenders, on behalf of itself andany of its Affiliates that are Secured Parties, irrevocably authorizes the Administrative Agent, at its option and in its discretion,(i) to subordinate any Lien on any assets granted to or held by the Administrative Agent under any Loan Document to the holderof any Lien on such property that is permitted by Section 6.02(e) or (ii) in the event that the Borrower shall have advised theAdministrative Agent that, notwithstanding the use by the Borrower of commercially reasonable efforts to obtain the consent ofsuch holder (but without the requirement to pay any sums to obtain such consent) to permit the Administrative Agent to retain itsliens (on a subordinated basis as contemplated by clause (i) above), the holder of such other Indebtedness

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requires, as a condition to the extension of such credit, that the Liens on such assets granted to or held by the AdministrativeAgent under any Loan Document be released, to release the Administrative Agent’s Liens on such assets.

(e) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender”or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessaryLenders is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement,provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to theBorrower and the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due tothe Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under thisAgreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with therequirements of clause (b) of Section 9.04, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds onthe day of such replacement (1) the outstanding principal amount of its Loans and participations in LC Disbursements and allinterest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to andincluding the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.15and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of suchreplacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to thereplacement Lender.

( f ) Notwithstanding anything to the contrary herein the Administrative Agent may, with the consent of theBorrower only, amend, modify or supplement this Agreement or any of the other Loan Documents to cure any ambiguity,omission, mistake, defect or inconsistency.

SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay(i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including thereasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication anddistribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities providedfor herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments,modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shallbe consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Banks in connection withthe issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges anddisbursements of any counsel for the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcementor protection of its rights in connection with this Agreement and any other Loan Document, including its rights under thisSection, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expensesincurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

( b ) The Borrower shall indemnify the Administrative Agent, each Issuing Bank and each Lender, and eachRelated Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold eachIndemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges anddisbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connectionwith, or as a result of (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby,the performance by the parties hereto of their respective obligations thereunder or

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the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the useof the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit ifthe documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) anyactual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or anyof its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) anyactual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not such claim,litigation, investigation or proceeding is brought by the Borrower or any other Loan Party or its or their respective equityholders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless ofwhether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extentthat such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final andnonappealable judgment to have resulted from (x) the gross negligence or willful misconduct of such Indemnitee or (y) a breachin bad faith by such Indemnitee of its material obligations under the applicable Loan Documents pursuant to a claim initiated bythe Borrower. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims ordamages arising from any non-Tax claim.

( c ) To the extent that the Borrower fails to pay any amount required to be paid by it to the AdministrativeAgent, any Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to payto the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be, such Lender’s ApplicablePercentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaidamount (it being understood that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default inthe payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, asthe case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender in itscapacity as such.

( d ) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claimagainst any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained throughtelecommunications, electronic or other information transmission systems (including the Internet) other than actual or directdamages that are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from thegross negligence or willful misconduct of such Indemnitee or any of its Related Parties, or (ii) on any theory of liability, forspecial, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with,or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, theTransactions, any Loan or Letter of Credit or the use of the proceeds thereof.

(e) All amounts due under this Section shall be payable not later thanfifteen

(15) days after written demand therefor.

SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inureto the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of anyIssuing Bank that issues any Letter of Credit), except that(i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior writtenconsent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void)and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto,their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any

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Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplatedhereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right,remedy or claim under or by reason of this Agreement.

( b ) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or morePersons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or aportion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to beunreasonably withheld) of:

( A ) the Borrower (provided that the Borrower shall be deemed to have consented to any suchassignment unless it shall object thereto by written notice to the Administrative Agent within five (5) BusinessDays after having received notice thereof); provided, further, that no consent of the Borrower shall be requiredfor an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default underclause (a), (b), (h), (i) or (j) of Article VII has occurred and is continuing, any other assignee;

(B) the AdministrativeAgent;

(C) the Issuing Banks;and

(D) the SwinglineLender.

(ii) Assignments shall be subject to the following additionalconditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fundor an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class,the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined asof the date the Assignment and Assumption with respect to such assignment is delivered to the AdministrativeAgent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwiseconsent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred andis continuing;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigningLender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibitthe assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Classof Commitments or Loans;

( C ) the parties to each assignment shall execute and deliver to the Administrative Agent (x) anAssignment and Assumption or (y) to the extent applicable, an agreement incorporating an Assignment andAssumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to theAssignment and Assumption are participants, together with a processing and recordation fee of $3,500, such feeto be paid by either the assigning Lender or the assignee Lender or shared between such Lenders; and

( D ) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent anAdministrative Questionnaire in which the assignee designates

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one or more credit contacts to whom all syndicate-level information (which may contain material non-publicinformation about the Borrower and its Affiliates and their Related Parties or their respective securities) will bemade available and who may receive such information in accordance with the assignee’s compliance proceduresand applicable laws, including Federal and state securities laws.

For the purposes of this Section 9.04(b), the terms “Approved Fund” and “Ineligible Institution” have thefollowing meanings:

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing,holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administeredor managed by (a) a Lender, (b) an Affiliate of a Lender or(c) an entity or an Affiliate of an entity that administers or manages a

Lender.

“Ineligible Institution” means (a) a natural person, (b) a Defaulting Lender or its Lender Parent, (c) theBorrower, any of its Subsidiaries or any of its Affiliates, or (d) a company, investment vehicle or trust for, or owned andoperated for the primary benefit of, a natural person or relative(s) thereof.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and afterthe effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, tothe extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender underthis Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment andAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumptioncovering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a partyhereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transferby a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated forpurposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance withparagraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintainat one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of thenames and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans andLC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries inthe Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shalltreat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for allpurposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by theBorrower, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender andan assignee or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by referencepursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption areparticipants, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lenderhereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to suchassignment required by paragraph (b) of this Section, the Administrative

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Agent shall accept such Assignment and Assumption and record the information contained therein in the Register;provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made byit pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(e) or 9.03(c), the Administrative Agent shall have noobligation to accept such Assignment and Assumption and record the information therein in the Register unless and untilsuch payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effectivefor purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c) Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or theSwingline Lender, sell participations to one or more banks or other entities (a “Participant”), other than an Ineligible Institution,in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitmentand the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) suchLender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (C) the Borrower,the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender inconnection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which aLender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and toapprove any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrumentmay provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiverdescribed in the first proviso to Section 9.02(b) that affects such Participant. The Borrower agrees that each Participant shall beentitled to the benefits of Sections 2.15,2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.17(f) (it beingunderstood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender)) to the sameextent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided thatsuch Participant (A) agrees to be subject to the provisions of Sections 2.18 and 2.19 as if it were an assignee under paragraph (b)of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.15 or 2.17, with respect to anyparticipation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive agreater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lenderthat sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrowerto effectuate the provisions of Section 2.19(b) with respect to any Participant. To the extent permitted by law, each Participantalso shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject toSection 2.18(d) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principalamounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the“Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the ParticipantRegister (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 suchdisclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form underSection 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absentmanifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of suchparticipation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, theAdministrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a ParticipantRegister.

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(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under thisAgreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal ReserveBank or other central banking authority having jurisdiction over such Lender, and this Section shall not apply to any such pledgeor assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender fromany of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Loan Partiesin the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement orany other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive theexecution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless ofany investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any IssuingBank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time anycredit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on anyLoan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid orany Letter of Credit is outstanding (other than Unliquidated Obligations) and so long as the Commitments have not expired orterminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effectregardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration ortermination of the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document orany provision hereof or thereof.

SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution. This Agreement may beexecuted in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, butall of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separateletter agreements with respect to(i) fees payable to the Administrative Agent and (ii) the reductions of the Letter of Credit Commitment of any Issuing Bankconstitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previousagreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, thisAgreement shall become effective when it shall have been executed by the Administrative Agent and when the AdministrativeAgent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto,and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.Delivery of an executed counterpart of a signature page of this Agreement by telecopy, e-mailed.pdf or any other electronicmeans that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executedcounterpart of this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relatingto any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed toinclude Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legaleffect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-basedrecordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the FederalElectronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or anyother similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require theAdministrative Agent to accept electronic signatures in any form or format without its prior written consent.

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SECTION 9.07. Severability. Any provision of any Loan Document held to be invalid, illegal or unenforceablein any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceabilitywithout affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particularprovision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender andeach of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off andapply any and all deposits (general or special, time or demand, provisional or final and in whatever currency denominated) atany time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of theBorrower or any Subsidiary Guarantor against any of and all of the Secured Obligations held by such Lender, irrespective ofwhether or not such Lender shall have made any demand under the Loan Documents and although such obligations may beunmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights ofsetoff) which such Lender may have.

SECTION 9.09. Governing Law; Jurisdiction; Consent t o Service o f Process. (a) This Agreement shall beconstrued in accordance with and governed by the law of the State of New York.

(b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusivejurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan, and of the United States DistrictCourt for the Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, inany action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment,and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action orproceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Eachof the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced inother jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other LoanDocument shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring anyaction or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in thecourts of any jurisdiction.

( c ) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally andeffectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceedingarising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section.Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forumto the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for noticesin Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to

serve process in any other manner permitted by law.

SECTION 9.10. WAIVER OF JURY TRIAL; CALIFORNIA JUDICIAL REFERENCE. EACH PARTYHERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAYHAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF ORRELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATEDHEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY

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OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OFANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULDNOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGESTHAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

IN THE EVENT ANY LEGAL PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA (THE“COURT”) BY OR AGAINST THE BORROWER OR THE LENDERS IN CONNECTION WITH ANY CONTROVERSY,DISPUTE OR CLAIM DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THETRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHERTHEORY) (EACH, A “ CLAIM”) AND THE WAIVER SET FORTH IN THE PRECEDING PARAGRAPH IS NOTENFORCEABLE IN SUCH ACTION OR PROCEEDING, THE BORROWER AND THE LENDERS (BY ITSACCEPTANCE HEREOF) AGREE AS FOLLOWS:

(1) WITH THE EXCEPTION OF THE MATTERS SPECIFIED IN PARAGRAPH (2) BELOW, ANY CLAIM WILLBE DETERMINED BY A GENERAL REFERENCE PROCEEDING IN ACCORDANCE WITH THE PROVISIONSOF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.2, INCLUDING ANYREVISION OR REPLACEMENT OF SUCH STATUTES OR RULES HEREAFTER ENACTED. THE BORROWERAND THE LENDERS INTEND THIS GENERAL REFERENCE AGREEMENT TO BE SPECIFICALLYENFORCEABLE IN ACCORDANCE WITH CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638,INCLUDING ANY REVISION OR REPLACEMENT OF SUCH STATUTE OR RULE HEREAFTER ENACTED.EXCEPT AS OTHERWISE PROVIDED IN THIS AND THE OTHER RELATED DOCUMENTS, VENUE FOR THEREFERENCE PROCEEDING WILL BE IN THE STATE OR FEDERAL COURT IN THE COUNTY OR DISTRICTWHERE VENUE IS OTHERWISE APPROPRIATE UNDER APPLICABLE LAW.

(2) THE FOLLOWING MATTERS SHALL NOT BE SUBJECT TO A GENERAL REFERENCE PROCEEDING:(A) NON-JUDICIAL FORECLOSURE OF ANY SECURITY INTERESTS IN REAL OR PERSONAL PROPERTY;(B) EXERCISE OF SELF-HELP REMEDIES (INCLUDING, WITHOUT LIMITATION, SET-OFF); (C)APPOINTMENT OF A RECEIVER; AND (D) TEMPORARY, PROVISIONAL OR ANCILLARY REMEDIES(INCLUDING, WITHOUT LIMITATION, WRITS OF ATTACHMENT, WRITS OF POSSESSION, TEMPORARYRESTRAINING ORDERS OR PRELIMINARY INJUNCTIONS). THIS AGREEMENT DOES NOT LIMIT THERIGHT OF THE BORROWER OR THE LENDERS TO EXERCISE OR OPPOSE ANY OF THE RIGHTS ANDREMEDIES DESCRIBED IN CLAUSES (A) – (D) AND ANY SUCH EXERCISE OR OPPOSITION DOES NOTWAIVE THE RIGHT OF THE BORROWER OR THE LENDERS TO A REFERENCE PROCEEDING PURSUANTTO THIS AGREEMENT.

(3) UPON THE WRITTEN REQUEST OF THE BORROWER OR THE LENDERS, THE BORROWER AND THELENDERS SHALL SELECT A SINGLE REFEREE, WHO SHALL BE A RETIRED JUDGE OR JUSTICE. IF THEBORROWER AND THE LENDERS DO NOT AGREE UPON A REFEREE WITHIN TEN (10) DAYS OF SUCHWRITTEN REQUEST THEN THE BORROWER OR THE LENDERS MAY REQUEST THE COURT TO APPOINTA REFEREE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION

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640(B), INCLUDING ANY REVISION OR REPLACEMENT OF SUCH STATUTE OR RULE HEREAFTERENACTED.

(4) ALL PROCEEDINGS AND HEARINGS CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL,SHALL BE CONDUCTED WITHOUT A COURT REPORTER, EXCEPT WHEN THE BORROWER OR THELENDERS SO REQUESTS, A COURT REPORTER WILL BE USED AND THE REFEREE WILL BE PROVIDEDA COURTESY COPY OF THE TRANSCRIPT. THE PARTY MAKING SUCH REQUEST SHALL HAVE THEOBLIGATION TO ARRANGE FOR AND PAY COSTS OF THE COURT REPORTER, PROVIDED THAT SUCHCOSTS, ALONG WITH THE REFEREE’S FEES, SHALL ULTIMATELY BE BORNE BY THE PARTY WHODOES NOT PREVAIL, AS DETERMINED BY THE REFEREE.

(5) THE REFEREE MAY REQUIRE ONE OR MORE PREHEARING CONFERENCES. THE BORROWER ANDTHE LENDERS SHALL BE ENTITLED TO DISCOVERY, AND THE REFEREE SHALL OVERSEE DISCOVERYIN ACCORDANCE WITH THE RULES OF DISCOVERY, AND MAY ENFORCE ALL DISCOVERY ORDERS INTHE SAME MANNER AS ANY TRIAL COURT JUDGE IN PROCEEDINGS AT LAW IN THE STATE OFCALIFORNIA. THE REFEREE SHALL APPLY THE RULES OF EVIDENCE APPLICABLE TO PROCEEDINGSAT LAW IN THE STATE OF CALIFORNIA AND SHALL DETERMINE ALL ISSUES IN ACCORDANCE WITHAPPLICABLE STATE AND FEDERAL LAW. THE REFEREE SHALL BE EMPOWERED TO ENTEREQUITABLE AS WELL AS LEGAL RELIEF AND RULE ON ANY MOTION WHICH WOULD BE AUTHORIZEDIN A TRIAL, INCLUDING, WITHOUT LIMITATION, MOTIONS FOR DEFAULT JUDGMENT OR SUMMARYJUDGMENT. THE REFEREE SHALL REPORT THE REFEREE’S DECISION, WHICH REPORT SHALL ALSOINCLUDE FINDINGS OF FACT AND CONCLUSIONS OF LAW.

(6) THE BORROWER AND THE LENDERS RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED IN AGENERAL REFERENCE PROCEEDING PURSUANT HERETO WILL BE DECIDED BY A REFEREE AND NOTBY A JURY.

SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are forconvenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken intoconsideration in interpreting, this Agreement.

SECTION 9.12. Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees tomaintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and itsAffiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understoodthat the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructedto keep such Information confidential), (b) to the extent requested by any Governmental Authority (including any self-regulatoryauthority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws orregulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with theexercise of any remedies under this Agreement or any other Loan Document or any suit, action or proceeding relating to thisAgreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreementcontaining provisions substantially the same as those of this Section, to (1) any assignee of or Participant in, or any prospectiveassignee of or Participant in, any of its rights or obligations under this Agreement or (2) any actual or prospective counterparty(or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) on a confidential basis to

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(1) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided for herein or (2)the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respectto the credit facilities provided for herein, (h) with the consent of the Borrower or (i) to the extent such Information (1) becomespublicly available other than as a result of a breach of this Section or (2) becomes available to the Administrative Agent, anyIssuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section,“Information” means all information received from the Borrower relating to the Borrower or its business, other than any suchinformation that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior todisclosure by the Borrower and other than information pertaining to this Agreement routinely provided by arrangers to dataservice providers, including league table providers, that serve the lending industry; provided that, in the case of informationreceived from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential.Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to havecomplied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of suchInformation as such Person would accord to its own confidential information.

EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN THE IMMEDIATELYPRECEDING PARAGRAPH FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDEMATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES ORTHEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCEPROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILLHANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURESAND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BYTHE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OFADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAYCONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, THE OTHER LOAN PARTIESAND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDERREPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITSADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAYCONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCEPROCEDURES AND APPLICABLE LAW.

SECTION 9.13. USA PATRIOT Act . Each Lender that is subject to the requirements of the Patriot Act herebynotifies each Loan Party that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and recordinformation that identifies such Loan Party, which information includes the name and address of such Loan Party and otherinformation that will allow such Lender to identify such Loan Party in accordance with the Patriot Act.

SECTION 9.14. Appointment for Perfection. Each Lender hereby appoints each other Lender as its agent for thepurpose of perfecting Liens, for the benefit of the Administrative Agent and the Secured Parties, in assets which, in accordancewith Article 9 of the UCC or any other applicable law can be perfected only by possession or control. Should any Lender (otherthan the Administrative Agent) obtain possession or control of any such Collateral, such Lender shall notify the AdministrativeAgent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such

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Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’sinstructions.

SECTION 9.15. Releases of Subsidiary Guarantors.

(a) A Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guarantyand any other Loan Documents upon the consummation of any transaction permitted by this Agreement as a result of which suchSubsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall haveconsented to such transaction and the terms of such consent shall not have provided otherwise. In connection with anytermination or release pursuant to this Section, the Administrative Agent shall (and is hereby irrevocably authorized by eachLender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shallreasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Sectionshall be without recourse to or warranty by the Administrative Agent.

(b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon therequest of the Borrower, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if such SubsidiaryGuarantor is no longer a Material Domestic Subsidiary.

(c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and otheramounts payable under the Loan Documents and the other Secured Obligations (other than Banking Services Obligations not dueand payable, Swap Obligations not due and payable, and other Obligations expressly stated to survive such payment andtermination) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall beoutstanding, the Subsidiary Guaranty and all obligations (other than those expressly stated to survive such termination) of eachSubsidiary Guarantor thereunder shall automatically terminate, all without delivery of any instrument or performance of any actby any Person.

SECTION 9.16. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time theinterest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loanunder applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may becontracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rateof interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to theMaximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but werenot payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender inrespect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount,together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by suchLender.

SECTION 9.17. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transactioncontemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other LoanDocument), the Borrower acknowledges and agrees that:(i) (A) the arranging and other services regarding this Agreement provided by the Lenders are arm’s- length commercialtransactions between the Borrower and its Affiliates, on the one hand, and the Lenders and their Affiliates, on the other hand,(B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate,and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactionscontemplated hereby and by the other Loan Documents; (ii) (A) each of the Lenders and their Affiliates is and has been

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acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not beacting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) no Lender or any ofits Affiliates has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated herebyexcept, in the case of a Lender, those obligations expressly set forth herein and in the other Loan Documents; and (iii) each ofthe Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ fromthose of the Borrower and its Affiliates, and no Lender or any of its Affiliates has any obligation to disclose any of such intereststo the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims thatit may have against each of the Lenders and their Affiliates with respect to any breach or alleged breach of agency or fiduciaryduty in connection with any aspect of any transaction contemplated hereby.

SECTION 9.18. Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstandinganything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any suchparties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Documentmay be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, andacknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any suchliabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, ifapplicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership insuch EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred onit, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to anysuch liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down andconversion powers of any EEA Resolution Authority.

ARTICLE X

Borrower SECTION 10.01. Guarantee.

(a) In order to induce the Lenders to extend credit to the Borrower hereunder and forother good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Borrower herebyabsolutely and irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment whenand as due of the Specified Ancillary Obligations of the Subsidiaries. The Borrower further agrees that the due and punctualpayment of such Specified Ancillary Obligations may be extended or renewed, in whole or in part, without notice to or furtherassent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of anysuch Specified Ancillary Obligation.

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(b) The Borrower waives presentment to, demand of payment from and protest to any Subsidiary of any of theSpecified Ancillary Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment.The obligations of the Borrower hereunder shall not be affected by (a) the failure of any applicable Lender (or any of itsAffiliates) to assert any claim or demand or to enforce any right or remedy against any Subsidiary under the provisions of anyBanking Services Agreement, any Swap Agreement or otherwise; (b) any extension or renewal of any of the Specified AncillaryObligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of thisAgreement, any other Loan Document, any Banking Services Agreement, any Swap Agreement or other agreement; (d) anydefault, failure or delay, willful or otherwise, in the performance of any of the Specified Ancillary Obligations; (e) the failure ofany applicable Lender (or any of its Affiliates) to take any steps to perfect and maintain any security interest in, or to preserveany rights to, any security or collateral for the Specified Ancillary Obligations, if any; (f) any change in the corporate,partnership or other existence, structure or ownership of any Subsidiary or any other guarantor of any of the Specified AncillaryObligations; (g) the enforceability or validity of the Specified Ancillary Obligations or any part thereof or the genuineness,enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Specified AncillaryObligations or any part thereof, or any other invalidity or unenforceability relating to or against any Subsidiary or any otherguarantor of any of the Specified Ancillary Obligations, for any reason related to this Agreement, any other Loan Document, anyBanking Services Agreement, any Swap Agreement, or any provision of applicable law, decree, order or regulation of anyjurisdiction purporting to prohibit the payment by such Subsidiary or any other guarantor of the Specified Ancillary Obligations,of any of the Specified Ancillary Obligations or otherwise affecting any term of any of the Specified Ancillary Obligations; or (h)any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of theBorrower or otherwise operate as a discharge of a guarantor as a matter of law or equity or which would impair or eliminate anyright of the Borrower to subrogation.

( c ) The Borrower further agrees that its agreement hereunder constitutes a guarantee of payment when due(whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Specified AncillaryObligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort behad by any applicable Lender (or any of its Affiliates) to any balance of any deposit account or credit on the books of theAdministrative Agent, any Issuing Bank or any Lender in favor of any Subsidiary or any other Person.

(d) The obligations of the Borrower hereunder shall not be subject to any reduction, limitation, impairment ortermination for any reason, and shall not be subject to any defense or set-off, counterclaim, recoupment or terminationwhatsoever, by reason of the invalidity, illegality or unenforceability of any of the Specified Ancillary Obligations, anyimpossibility in the performance of any of the Specified Ancillary Obligations or otherwise.

( e ) The Borrower further agrees that its obligations hereunder shall constitute a continuing and irrevocableguarantee of all Specified Ancillary Obligations now or hereafter existing and shall continue to be effective or be reinstated, asthe case may be, if at any time payment, or any part thereof, of any Specified Ancillary Obligation (including a payment effectedthrough exercise of a right of setoff) is rescinded, or is or must otherwise be restored or returned by any applicable Lender (orany of its Affiliates) upon the insolvency, bankruptcy or reorganization of any Subsidiary or otherwise (including pursuant toany settlement entered into by a holder of Specified Ancillary Obligations in its discretion).

(f) In furtherance of the foregoing and not in limitation of any other right which any applicable Lender (or anyof its Affiliates) may have at law or in equity against the Borrower by virtue hereof, upon the failure of any Subsidiary to payany Specified Ancillary Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice ofprepayment or otherwise, the

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Borrower hereby promises to and will, upon receipt of written demand by any applicable Lender (or any of its Affiliates),forthwith pay, or cause to be paid, to such applicable Lender (or any of its Affiliates) in cash an amount equal to the unpaidprincipal amount of such Specified Ancillary Obligations then due, together with accrued and unpaid interest thereon. TheBorrower further agrees that if payment in respect of any Specified Ancillary Obligation shall be due in a currency other thanDollars and/or at a place of payment other than New York, Chicago or any other office, branch, affiliate or correspondent bankof the applicable Lender for such currency and if, by reason of any Change in Law, disruption of currency or foreign exchangemarkets, war or civil disturbance or other event, payment of such Specified Ancillary Obligation in such currency or at suchplace of payment shall be impossible or, in the reasonable judgment of any applicable Lender (or any of its Affiliates),disadvantageous to such applicable Lender (or any of its Affiliates) in any material respect, then, at the election of suchapplicable Lender, the Borrower shall make payment of such Specified Ancillary Obligation in Dollars (based upon theapplicable equivalent amount in effect on the date of payment) and/or in New York, Chicago or such other payment office as isdesignated by such applicable Lender (or its Affiliate) and, as a separate and independent obligation, shall indemnify suchapplicable Lender (and any of its Affiliates) against any losses or reasonable out-of-pocket expenses that it shall sustain as aresult of such alternative payment.

( g ) Upon payment by the Borrower of any sums as provided above, all rights of the Borrower against anySubsidiary arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and juniorin right of payment to the prior indefeasible payment in full in cash of all the Specified Ancillary Obligations owed by suchSubsidiary to the applicable Lender (or its applicable Affiliates).

( h ) The Borrower hereby absolutely, unconditionally and irrevocably undertakes to provide such funds orother support as may be needed from time to time by each Subsidiary Guarantor to honor all of its obligations under theSubsidiary Guaranty in respect of Specified Swap Obligations (provided, however, that the Borrower shall only be liable underthis paragraph for the maximum amount of such liability that can be hereby incurred without rendering its obligations under thisparagraph or otherwise under this Article X voidable under applicable law relating to fraudulent conveyance or fraudulenttransfer, and not for any greater amount). The Borrower intends that this paragraph constitute, and this paragraph shall bedeemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Subsidiary Guarantor for all purposes ofSection 1a(18)(A)(v)(II) of the Commodity Exchange Act.

(i) Nothing shall discharge or satisfy the liability of the Borrower hereunder except the full performance andpayment in cash of the Secured Obligations.

SECTION 10.02. California Waivers. To the extent California law applies, in addition to and not in lieu of anyother provisions of this Article X, the Borrower represents, warrants, covenants and agrees as follows:

(a ) The obligations of the Borrower under this Article X shall be performed without demand by any SecuredParty and shall be unconditional irrespective of the genuineness, validity, regularity or enforceability of any of the LoanDocuments, Swap Agreements or Banking Services Agreements, and without regard to any other circumstance which mightotherwise constitute a legal or equitable discharge of a surety or a guarantor. The Borrower hereby waives any and all benefitsand defenses under California Civil Code Section 2810 and agrees that by doing so the Borrower shall be liable even if therelevant Subsidiary had no liability at the time of execution of the applicable Loan Documents, Swap Agreements or BankingServices Agreements, or thereafter ceases to be liable. The Borrower hereby waives any and all benefits and defenses underCalifornia Civil Code Section 2809 and agrees that by doing so the Borrower’s liability may be larger in amount and moreburdensome than that

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of the Subsidiaries. The Borrower hereby waives the benefit of all principles or provisions of law, statutory or otherwise, whichare or might be in conflict with the terms of this Article X and agrees that the Borrower’s obligations shall not be affected by anycircumstances, whether or not referred to in this Article X which might otherwise constitute a legal or equitable discharge of asurety or a guarantor. The Borrower hereby waives the benefits of any right of discharge under any and all statutes or other lawsrelating to guarantors or sureties and any other rights of sureties and guarantors thereunder.

(b) In accordance with Section 2856 of the California Civil Code, the Borrower hereby waives all rights anddefenses arising out of an election of remedies by any Secured Party even though that election of remedies, such as a nonjudicialforeclosure with respect to security for the Secured Obligations, has destroyed or otherwise impaired the Borrower’s rights ofsubrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedureor otherwise. The Borrower hereby authorizes and empowers the Secured Parties to exercise, in their sole and absolutediscretion, any right or remedy, or any combination thereof, which may then be available, since it is the intent and purpose of theBorrower that its obligations under this Article X shall be absolute, independent and unconditional under any and allcircumstances. Specifically, and without in any way limiting the foregoing, the Borrower hereby waives any rights ofsubrogation, indemnification, contribution or reimbursement arising under Sections 2846, 2847, 2848 and 2849 of the CaliforniaCivil Code or any other right of recourse to or with respect to any Subsidiary, any constituent of any Subsidiary, any otherPerson, or the assets or property of any of the foregoing or to any collateral for the Secured Obligations until (i) all of theSecured Obligations (other than Unliquidated Obligations) have been paid and satisfied in full in cash or cash collateralizedpursuant to arrangements reasonably satisfactory to the Administrative Agent, as the case may be, and the Commitments haveterminated or expired, (ii) all obligations (other than Unliquidated Obligations) owed to the Secured Parties under the LoanDocuments, the Swap Agreements and the Banking Services Agreements have been fully performed, (iii) the Secured Partieshave released, transferred or disposed of all their right, title and interest in such collateral or any other security for the SecuredObligations (other than Unliquidated Obligations) and (iv) there has expired the maximum possible period thereafter duringwhich any payment made by the Borrower, any Subsidiary Guarantor or others to any Secured Party with respect to the SecuredObligations or any other obligations owed to the Secured Parties under the Loan Documents, the Swap Agreements and theBanking Services Agreements could be deemed a preference under the Bankruptcy Code of the United States. In connectionwith the foregoing, the Borrower expressly waives any and all rights of subrogation against any Subsidiary, and the Borrowerhereby waives any rights to enforce any remedy which any Secured Party may have against any Subsidiary and any right toparticipate in any collateral for the Secured Obligations. The Borrower recognizes that, pursuant to Section 580d of theCalifornia Code of Civil Procedure, the Secured Parties’ realization through nonjudicial foreclosure upon any real propertyconstituting security for the Secured Obligations could terminate any right of the Secured Parties to recover a deficiencyjudgment against any Subsidiary, thereby terminating subrogation rights which other parties might otherwise have against suchSubsidiary. In the absence of an adequate waiver, such a termination of subrogation rights could create a defense to enforcementof this Article X against such parties. The Borrower’s hereby unconditionally and irrevocably waives any such defense.

(c) In addition to and without in any way limiting the foregoing, the Borrower hereby subordinates any and allIndebtedness of each Subsidiary now or hereafter owed to the Borrower to the prior payment in full in cash or cashcollateralization pursuant to arrangements reasonably satisfactory to the Administrative Agent, as the case may be, of all theSecured Obligations (other than Unliquidated Obligations) owed by the Borrower or any of its Subsidiaries to the SecuredParties and the termination or expiration of the Commitments and agrees with the Secured Parties that until (i) all of the SecuredObligations (other than Unliquidated Obligations) have been paid and satisfied in full in cash or cash collateralization pursuant toarrangements reasonably satisfactory to the Administrative Agent, as the

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case may be, and the Commitments have terminated or expired, (ii) all obligations owed to the Secured Parties under the LoanDocuments, the Swap Agreements and the Banking Services Agreements have been fully performed, (iii) the Secured Partieshave released, transferred or disposed of all their right title and interest in such collateral or any other security for the SecuredObligations and (iv) there has expired the maximum possible period thereafter during which any payment made by the Borrower,any Subsidiary or others to the Secured Parties with respect to the Secured Obligations or any other obligations owed to theSecured Parties under the Loan Documents, the Swap Agreements or the Banking Services Agreements could be deemed apreference under the Bankruptcy Code of the United States, the Borrower shall not demand or accept any payment of principalor interest from any Subsidiary, claim any offset or other reduction of the Borrower’s obligations hereunder because of any suchIndebtedness, nor take any action to obtain any of the collateral for the Secured Obligations, provided that, and not incontravention of the foregoing, so long as no Event of Default has occurred and is continuing, the Borrower may make loans andextend other intercompany Indebtedness to and receive payments with respect to such intercompany Indebtedness from eachsuch obligor to the extent not prohibited by the terms of this Agreement. If any amount shall nevertheless be paid to theBorrower by any Subsidiary or another guarantor, such amount shall be held in trust for the benefit of the Secured Parties andshall forthwith be paid to the Secured Parties. Further, the Borrower shall have no right of recourse against the Secured Partiesby reason of any action any Secured Party may take or omit to take under the provisions of this Article X or under the provisionsof any of the Loan Documents, Swap Agreements or Banking Services Agreements. Without limiting the generality of theforegoing, the Borrower hereby waives, to the fullest extent permitted by law, diligence in collecting the Secured Obligations,presentment, demand for payment, protest, all notices with respect to this Article X or any other Loan Document, SwapAgreement or Banking Services Agreement which may be required by statute, rule of law or otherwise to preserve the SecuredParties’ rights against the Borrower under this Article X, including, but not limited to, notice of acceptance, notice of anyamendment of the Loan Documents, any Swap Agreement or any Banking Services Agreement, notice of the occurrence of anydefault, notice of intent to accelerate, notice of acceleration, notice of dishonor, notice of foreclosure, notice of protest, andnotice of the incurring by any Subsidiary of any obligation or Indebtedness.

( d ) Without limiting the foregoing, the Borrower waives (i) all rights of subrogation, reimbursement,indemnification, and contribution and any other rights and defenses that are or may become available to the Borrower by reasonof California Civil Code Sections 2787 to 2855, inclusive, including any and all rights or defenses the Borrower may have byreason of protection afforded to any Subsidiary with respect to any of the obligations of the Borrower under this Article X byreason of a nonjudicial foreclosure or pursuant to the antideficiency or other laws of the State of California limiting ordischarging the Secured Obligations. Without limiting the generality of the foregoing, the Borrower hereby expressly waives anyand all benefits under (i) California Code of Civil Procedure Section 580a (which Section, if the Borrower had not given thiswaiver, would otherwise limit the Borrower’s liability after a nonjudicial foreclosure sale to the difference between theobligations of the Borrower under this Article X and the fair market value of the property or interests sold at such nonjudicialforeclosure sale),(ii) California Code of Civil Procedure Sections 580b and 580d (which Sections, if the Borrower had not given this waiver,would otherwise limit the Secured Parties’ right to recover a deficiency judgment with respect to purchase money obligations andafter a nonjudicial foreclosure sale, respectively), and (iii) California Code of Civil Procedure Section 726 (which Section, if theBorrower had not given this waiver, among other things, would otherwise require the Secured Parties to exhaust all of theirsecurity before a personal judgment could be obtained for a deficiency).

( e ) Likewise, the Borrower waives (i) any and all rights and defenses available to the Borrower underCalifornia Civil Code Sections 2899 and 3433 and (ii) any rights or defenses the Borrower may have with respect to itsobligations as a guarantor by reason of any election of remedies by any Secured Party.

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(f) The Borrower further waives all rights and defenses that the Borrower may have because any Subsidiary’sdebt is secured by real property. This means, among other things, that:

(i) the Secured Parties may collect from the Borrower without first foreclosing on any real or personalproperty collateral pledged by the applicable Subsidiary; and

(ii) if any Secured Party forecloses on any real property collateral pledgedby

a Subsidiary:

(A) the amount of the debt may be reduced only by the price for which that collateral is sold atthe foreclosure sale, even if the collateral is worth more than the sale price; and

( B ) the Secured Parties may collect from the Borrower even if the Secured Parties, byforeclosing on the real property collateral, have destroyed any rights the Borrower may have to collect from theSubsidiaries.

This is an unconditional and irrevocable waiver of any rights and defenses the Borrower may havebecause any Subsidiary’s debt evidenced by the Loan Documents, any Swap Agreement or any BankingServices Agreement is secured by real property. These rights and defenses include, but are not limitedto, any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the California Code of CivilProcedure.

( g ) Nothing herein shall be deemed to limit the right of any Secured Party to recover in accordance withCalifornia Code of Civil Procedure Section 736 (as such Section may be amended from time to time), any costs, expenses,liabilities or damages, including reasonable attorneys’ fees and costs, incurred by any Secured Party and arising from anycovenant, obligation, liability, representation or warranty contained in any indemnity agreement given to any Secured Party, orany order, consent decree or settlement relating to the cleanup of Hazardous Materials or any other “environmental provision”(as defined in such Section 736) relating to any of the Collateral or any portion thereof or the right of the Secured Parties towaive, in accordance with the California Code of Civil Procedure Section 726.5 (as such Section may be amended from time totime), the security as to any parcel of any Collateral that is “environmentally impaired” or is an “affected parcel” (as such termsare defined in such Section 726.5), and as to any personal property attached to such parcel, and thereafter to exercise against theBorrower or any Subsidiary, to the extent permitted by such Section 726.5, the rights and remedies of any unsecured creditor,including reduction of the Secured Parties’ claim against the Borrower and its Subsidiaries to judgment, and any other rights andremedies permitted by law.

(h) The provisions of this Section 10.02 shall survive any satisfaction and discharge of the Borrower and theSubsidiary Guarantors by virtue of any payment, court order or any applicable law, except the payment in full in cash or cashcollateralization pursuant to arrangements reasonably satisfactory to the Administrative Agent, as the case may be, and completesatisfaction of the Secured Obligations (other than Unliquidated Obligations) and the termination or expiration of theCommitments.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed anddelivered by their respective authorized officers as of the day and year first above written.

NATUS MEDICAL INCORPORATED,as the Borrower

By /s/ James B. Hawkins

Name: James B. HawkinsTitle: President and Chief Executive Officer

Signature Page to Credit Agreement Natus Medical Incorporated

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JPMORGAN CHASE BANK N.A.. individually as a Lender, as theSwingline Lender, as an Issuing Rank and as Administrative Agent

By /s/ Alex Rogin Name: AlexRoginTitle; Execufoe Direernr

Signature Page to Credit Agrecmcm Natus Medical Incorporated

101

CITIBANK, N.A., individually as a Lender, as an Issuing Ban nd asSyndication Agent

By /s/ Yousuf Omar Name: Yousuf Omar Title: Director

Signature Page to Credit Agreement Notus Medical Incorporated

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Bolivarian Government of Venezuela 1815-2015Ministry of the People's Power for Health United Patriots Know How to Triumph

Exhibit 10.2

BOLIVARIAN REPUBLIC OF VENEZUELA ADDENDUM NO. 001 TO AGREEMENT NO.

039/2015

ENTERED INTO BY AND BETWEEN THE COMPANY MEDIX INDUSTRIAL Y COMERCIAL SOCIEDAD

ANÓNIMA (MEDIX I.C.S.A.) AND THE MINISTRY OF THE PEOPLE’S POWER FOR HEALTH.

By and between the Bolivarian Republic of Venezuela, through the MINISTRY OF THE PEOPLE’S POWER FOR

HEALTH, represented herein by LUISANA MELO SOLÓRZANO, Venezuelan citizen, of legal age, domiciled in Venezuela,

holder of Venezuelan Identity Document No. V-5.886.440, whose official appointment was recorded in Decree No. 2,181 dated

January 6, 2016, published in the Bolivarian Republic of Venezuela’s Official Gazette No. 40,822 on the aforementioned date, in

her capacity as Minister, with full power and authority to perform this act as set forth by Decree No. 1424 dated November 17,

2014, in Section 78, Subsection 16 of the Special Decree having the Status, Validity and Force of Law of the Public

Administration, published in the Bolivarian Republic of Venezuela’s Official Gazette No. 6147 of the same date, hereinafter —

and for the purposes of this Addendum— referred to as “THE MINISTRY”; and the company MEDIX INDUSTRIAL Y

COMERCIAL SOCIEDAD ANÓNIMA (MEDIX I.C.S.A.), having its legal domicile at Mermoz 1750 (B1618EWC), El

Talar Tigre, Buenos Aires, República Argentina , the By-Laws of which were executed as a deed on May 31, 1972, before Civil

Law Notary Adolfo Schikler, under folio 926 of the Notarial Registry No. 56 under his charge, and registered with the National

Court of First Instance on Commercial Registration Matters on July 14, 1972 under Entry No. 2948, Folio 185, Book 77,

Volume A, represented herein by OSVALDO MARIO ASO , Argentine citizen, of legal age, holder of Argentine Passport and

Argentine Identity Document No. 11,770,882, in his capacity as attorney-in-fact of the aforementioned company, with full power

and authority to execute this instrument under the Special Power of Attorney filed with the Association of Civil Law Notaries of

the City of Buenos Aires [Colegio de Escribanos de la Ciudad de Buenos Aires], Federal Capital of the Argentine Republic, on

April 11, 2011, transcribed to folio 206 of the Notarial Registry No. 56, under Notarial Records No. N013489170, N013518151,

and N013519152 and certified in the Argentine Republic under No. 150826394068/2, who shall —for all purposes arising

herefrom— be referred to as “THE COMPANY”; both of whom shall be jointly referred to as “THE PARTIES” . “THE

PARTIES” have agreed to amend the terms for performance of the Agreement No. 039/2015, executed on October 14, 2015, by

virtue of the partial performance thereof referred to as “SERVICES PHASE 1”, consisting of:

Addendum No. 001 to Agreement No. 039/2015 Page 1 of 14


“PROVISION OF TECHNOLOGY UPDATES FOR THE OBSTETRICS AND NEONATAL UNITS OF 52

HOSPITALS THAT PROVIDE HIGH COMPLEXITY CARE, DISTRIBUTION AND PROVISION OF THE

REQUIRED CONSUMABLE SUPPLIES FOR A TERM OF THREE (3) YEARS FOR THE SERVICES SUBJECT TO

TECHNOLOGY UPDATES, PREVENTIVE AND CORRECTIVE MAINTENANCE SERVICES FOR A TERM OF

THREE (3) YEARS REQUIRED FOR 3768 DEVICES OF THE BASIS INSTALLED IN 87 HOSPITALS OF PHASES I

AND II OF THE ARGENTINA VENEZUELA AGREEMENT (AVA), AND DISTRIBUTION AND PROVISION OF

CONSUMABLE SUPPLIES REQUIRED FOR A TERM OF THREE (3) YEARS FOR 3629 DEVICES OF THE BASIS

INSTALLED IN 87 HOSPITALS OF PHASES I AND II OF THE AVA ” and, pursuant to the provisions of Section 19

thereof, SECTIONS 2, 3, 4, 5, 6, 8, 10, 11, 12 and 22 are hereby amended and redrafted as follows:

SECTION 2: SUBJECT MATTER

For the purposes of providing technology updates and related services, corrective and preventive maintenance services and

consumable supplies —with regard to both the devices subject to technology updates and maintenance and the obstetrics and

neonatal units of the Hospitals’ Network depending on the Ministry of the People’s Power for health, “THE COMPANY” shall:

a) Provide technology updates for the obstetrics and neonatal units of fifty-two (52) hospitals that provide high complexityobstetric and neonatal care, in the agreed quantities and for a term of three

(3) years, for the purposes of maintaining the operability of the existing technology, including the following related services:

freight and insurance, customs brokerage, inland transportation from port or airport to company’s warehouses, unloading,

storage, storage insurance, transport loading and unloading, distribution, installation and delivery, medical and paramedical

staff’s training on use and operation, corrective and preventive maintenance with guaranteed supply of spare parts and labor, for

a term of three (3) years, in the quantities described under the proposal that forms an integral part of this Agreement, the

proposal of which has been identified as “ANNEX A”, and under the terms established in the offer letter.

b) Provide consumable supplies for the provision of the technology updates referred to in the preceding paragraph, includingthe following related services: freight and insurance, customs brokerage, inland transportation from port or airport to company’swarehouses, unloading, storage,



storage insurance, transport loading and unloading, distribution and delivery, for a term of three (3) years in order to ensure

operability twenty-four (24) hours a day, in the quantities described under the proposal that forms an integral part of this

Agreement, the proposal of which has been identified as “ANNEX B”.

c) Provide corrective and preventive maintenance for 3768 devices in 87 hospitals —the devices of which were purchasedunder the Agreement (Project Life – Phases I and II [Proyecto Vida Fases I y II])— for a term of three (3) years, under the termsdescribed in the proposal that forms an integral part of this Agreement, the proposal of which has been identified as “ANNEXC”. This maintenance shall be performed only by staff of “THE COMPANY”.

d) Provide consumable supplies for 3629 devices in 87 hospitals —the devices of which were purchased under the Agreement(Project Life – Phases I and II [Proyecto Vida Fases I y II]), of the basis subject to maintenance, including the following relatedservices: freight and insurance, customs brokerage, inland transportation from port or airport to company’s warehouses,unloading, storage, storage insurance, transport loading and unloading, distribution and delivery, for a term of three (3) years inorder to ensure operability twenty-four (24) hours a day, in the quantities and under the terms established in the proposal thatforms an integral part of this Agreement, the proposal of which has been identified as “ANNEX D”.

All quantities and technical specifications are described in the aforementioned Annexes, all of which form an integral part of this

Agreement and are listed hereafter:

ANNEXES TOTAL (IN USD) TOTAL (IN BS)Annex A: Provision of technologyupdates and related services for theobstetrics and neonatal units of 52hospitals depending on the Ministry ofthe People’s Power for Health thatprovide high complexity care, for aterm of three (3 years).

USD 73,486,490.00 BS 734,864,900.00

Annex B: Distribution and relatedservices pertaining to consumablesupplies required by the items subjectto technology updates of the obstetricsand neonatal units of 52 hospitalsdepending on the Ministry of thePeople’s Power for Health thatprovide

USD 17,286,885.00 BS 172,868,850.00



high complexity care, for a term ofthree (3) years. Annex C: Provision of corrective andpreventive maintenance required by3768 devices in 87 hospitalsdepending on the Ministry of thePeople’s Power for Health, of theinstalled basis Phases I and II, for aterm of three (3) years.

USD 20,212,890.00 BS 202,128,900.00

Annex D: Distribution and relatedservices pertaining to 3269 devices in87 hospitals depending on theMinistry of the People’s Power forHealth, of the installed basis Phases Iand II, for a term of three (3) years.

USD 9,763,521.00 BS 97,635,210.00

USD 120,749,786.00 BS 1,207,497,860.00

PARRAGRAPH 1: “THE COMPANY” shall guarantee, under its own supervision and responsibility, training of the medical,

nursing and electromedicine staff appointed by “THE MINISTRY” for the management and maintenance of all devices

supplied under the technology updates modality hereunder.

SECTION 3: PRICE

The total price established for this Agreement amounts to ONE HUNDRED TWENTY MILLION SEVEN HUNDRED

FORTY-NINE THOUSAND SEVEN HUNDRED EIGHTY- SIX UNITED STATES DOLLARS AND ZERO CENTS

(USD 120,749,786.00) which, for reference purposes as established in Section 130 of the Central Bank of Venezuela’s Act [Ley

del Banco Central de Venezuela], equals the amount of ONE THOUSAND TWO HUNDRED SEVEN MILLION FOUR

HUNDRED NINETY-SEVEN THOUSAND EIGHT HUNDRED SIXTY VENEZUELAN BOLIVARS AND ZERO

CENTS (BS 1,207,497,860.00) calculated at the official exchange rate fixed by the Central Bank of Venezuela, at a ratio of ten

Bolivars per US Dollar (10.00 BS/USD). For all purposes until the termination of this Agreement, the currency that shall govern

same shall be the US Dollar.



The amount established for this Agreement does not include: Value Added Tax (VAT), airport charges, customs duties ( Ad-

valorem) or any other charge or taxes, nor does it include port or airport storage expenses, which shall be borne by “THE

MINISTRY”. This amount does include all charges pertaining to the nationalization procedure, fees of the customs broker

appointed by “THE COMPANY”, transportation from the port or airport to the warehouses of “THE COMPANY”,

distribution to the established hospitals, insurance pertaining to transport and storage within “THE COMPANY” as well as

other costs of storage within “THE COMPANY” and distribution.

PARRAGRAPH 1: The price established for this Agreement shall be allocated to the Trust Fund established by Petróleos de

Venezuela S.A. (PDVSA) and Banco de Desarrollo Económico y Social de Venezuela (BANDES) on July 24, 2004 and shall be

paid to “THE COMPANY” in accordance with the operating mechanism agreed under the INTEGRAL COOPERATION

AGREEMENT EXECUTED BY THE BOLIVARIAN REPUBLIC OF VENEZUELA AND THE

ARGENTINE REPUBLIC, its annexes and amendments, signed by the Minister of Energy and Mines —Rafael Ramirez,

Engineer—, on behalf of the Bolivarian Republic of Venezuela and the Minister of Federal Planning, Public Investment and

Services —Mr. Julio de Vido—, on behalf of the Argentine Republic, on April 6, 2004.

SECTION 4: PAYMENT

“THE MINISTRY” shall pay “THE COMPANY” by means of Debt Securities (DS) denominated in US Dollars and payable

in Argentine Pesos at the exchange rate effective on the actual date of payment, ordered by PDVSA to the Central Bank of

Argentina in favor of “THE COMPANY” and through Banco de la Nación Argentina, and payment shall be made as follows:

1) In six (6) semi-annual installments (every six months); i.e., two (2) installments per year; a first installment amounting to

TWENTY MILLION UNITED STATES DOLLARS AND ZERO CENTS (USD 20,000,000.00) which, for reference

purposes as established in Section 130 of the Central Bank of Venezuela’s Act, equals TWO HUNDRED MILLION

BOLIVARS AND ZERO CENTS (BS 200,000,000.00) , calculated at the official exchange rate fixed by the Central Bank of

Venezuela, at a ratio of ten Bolivars per US Dollar (10.00 BS/USD) and five (5) subsequent equal installments, each amounting

t o TWENTY MILLION ONE HUNDRED FORTY-NINE THOUSAND NINE HUNDRED FIFTY-SEVEN UNITED

STATES DOLLARS AND



TWENTY CENTS (USD 20,149,957.20) which, for reference purposes as established in Section 130 of the Central Bank of

Venezuela’s Act, equals TWO HUNDRED ONE MILLION FOUR HUNDRED NINETY-NINE THOUSAND FIVE

HUNDRED SIXTY-TWO BOLIVARS AND

ZERO CENTS (BS 201,499,572.00) [sic], calculated at the official exchange rate fixed by the Central Bank of Venezuela, at a

ratio of ten Bolivars per US Dollar (10.00 BS/USD), for a term of thirty-six (36) months (equivalent to three (3) years), as

follows:

FINANCIAL PERFORMANCE CHARTINSTALLMENT NO. YEAR AMOUNT (IN USD) AMOUNT (IN BS)

1 First year USD 20,000,000.00 BS 200,000,000.002 USD 20,149,957.20 BS 201,499,572.003 Second year USD 20,149,957.20 BS 201,499,572.004 USD 20,149,957.20 BS 201,499,572.005 Third year USD 20,149,957.20 BS 201,499,572.006 USD 20,149,957.20 BS 201,499,572.00

TOTAL: USD 120,749,786.00 BS 1,207,497,860.00

2) Payment of these installments shall be made at the beginning of each semester upon presentation of invoice, and shall be

effective for a term equal to or less than fifteen (15) days.

3) “THE MINISTRY” shall use its best efforts to adopt all steps necessary to order payments to “THE COMPANY” through

the Trust Fund of the INTEGRAL COOPERATION AGREEMENT EXECUTED BETWEEN THE BOLIVARIAN

REPUBLIC OF VENEZUELA AND THE ARGENTINE REPUBLIC , within the aforementioned term, in order to comply

with the “Financial and Physical Performance Schedule” that forms and integral part of this Agreement, the schedule of which

is listed under “ANNEXES E.1, E.2, E.3, E.4, F.1, F.2, F.3 and F.4”.

SECTION 5: PLACE AND TERM FOR PERFORMANCE

“THE COMPANY” shall provide “THE MINISTRY” with the services subject matter hereof, as follows:

a) Technology updates and related services for the obstetrics and neonatal units of fifty-two (52) hospitals of “THE

MINISTRY” that provide high complexity obstetric and neonatal care, in a term of three (3) years;



b) Distribution and related services pertaining to consumable supplies required for devices subject to the technology updates

for the obstetrics and neonatal units of fifty-two (52) hospitals of “THE MINISTRY” that provide high complexity obstetric and

neonatal care, in a term of three (3) years;

c) Corrective and preventive maintenance required for 3768 devices in 87 hospitals of “THE MINISTRY” of the installed

basis Phases I and II, in a term of three (3) years; and

d) Distribution and related services pertaining to consumable supplies required for 3269 devices in 87 hospitals of “THE

MINISTRY” of the installed basis Phases I and II, in a term of three (3) years.

The above according to the quantities established in the “Physical Performance Schedule”, “ANNEXES E.1, E.2, E.3 and

E.4” and the amounts established in the “Financial Performance Schedule” included in “ANNEXES F.1, F.2, F.3 and F.4”.

All training of the medical, nursing and electromedicine staff regarding the technology updates subject matter hereof shall be

provided by “THE COMPANY” and conducted at the hospitals listed under “ANNEX J” “List of 52 hospitals and their

geographic location subject to technology updates”.

Additionally, “THE COMPANY” acknowledges that it knows the place and conditions where the technology updates subject

matter of this Addendum will be performed, along with all circumstances related to the work, as well as the operating conditions

and the maintenance required for the updates described in this Agreement; therefore, it is understood that same has been

executed with absolute knowledge of all the aforementioned and of any inconvenience that may arise, thus not being entitled to

any claim arising from technical difficulties, errors, omissions or any other cause that may be directly attributed to same.

SECTION 6: TERM

This Agreement shall be effective for a term of 36 months (three (3) years) counted as of execution of the Certificate of

Commencement, which shall be executed after the actual payment of the first semi-annual installment established in Section

4 hereof. In any case, the effective term shall be of three (3) years and may be extended provided “THE PARTIES” agree to it

in writing. For all purposes until termination of this Agreement, the currency that shall govern same shall be the US Dollar.



SECTION 8 [sic]: GENERAL TERMS AND CONDITIONS.

a) “THE COMPANY” shall organize, in the city of Caracas, in the Bolivarian Republic of Venezuela, a team consisting ofstaff of its own or such subcontracted personnel as may be sufficient and with the necessary expertise in rendering basic andspecialized Preventive and Corrective Maintenance services, which may secure compliance with the subject matter of thisAgreement, as set forth in Section 2 hereof. Furthermore, they shall be provided with offices where they may address any and allrequests, requirements and reports made by “THE MINISTRY”.

b) Any devices, accessories, consumables, parts and pieces supplied by “THE COMPANY” shall be stored in a warehouselocated under the custody, control, responsibility, management and disposition thereof, and " THE MINISTRY" shall beallowed access to conduct audits, from the Registration of the Initial Inventory to its final distribution.

c) “THE COMPANY” shall guarantee “THE MINISTRY”, for a term of three (3) years, all medical devices, clinical fixturesand instruments, as supplied by virtue of the Technology Updates of this Agreement, against any manufacturing defect, as ofthe date of arrival thereof at such warehouses as may be established by “THE COMPANY”. Throughout the guarantee periodset forth above, any provision of Technology Updates shall include “Preventive Maintenance’’ coverage to be carried outevery four months and “Corrective Maintenance’’ coverage to be conducted upon request of “THE MINISTRY”. The items setout below shall be excluded from maintenance: Consumables, Laryngoscopes, Blood Pressure Monitors, Stethoscopes,Bilirubinometers, Surgical Instruments, Densimeters, Manual Resuscitator and Clinical Fixtures. The removal of any defectscaused by damages to the external circuits, reckless or undue use, negligence, acts of God or force majeure events, such as fire,floods, collisions and earthquakes, among others, or such as may be caused by individuals not forming part of “THECOMPANY” or by the technical representative thereof shall be excluded from the guarantee and from the maintenance works.

d) The Corrective and Preventive Maintenance carried out by “THE COMPANY” in order to comply with the servicesprovided for in Section 2 must be performed under national security rules and ordinary installation conditions, by the personnelqualified to that effect, in order to secure the proper and efficient provision of the services and to avoid putting at risk the usefullife of the devices that constitute the subject matter hereof, which are subject to the services rendered by “THE COMPANY”.



e) “THE COMPANY” shall accept and allow the presence of any officers authorized by “THE MINISTRY for them to carryout the due monitoring and follow-up pertaining to all the corrective and preventive maintenance tasks mentioned in Section 2 ofthis Addendum , thus making it possible for these officers to become part of the work teams formed by qualified employeesexpert at maintenance works representing “THE COMPANY", not being it crucial for “THE COMPANY” to count with thepresence and participation of the officers authorized by “THE MINISTRY” for the performance of the corrective andpreventive maintenance works subject matter hereof. Throughout the term of performance of this Agreement, subject to noexceptions whatsoever, “THE COMPANY” shall be held liable for the provision of such maintenance; it shall not bear anyexpenses incurred for transfers, out-of-pocket expenses, overtime or any other salary or extra-salary item to which the officersauthorized by “THE MINISTRY” accompanying the Corrective and Preventive maintenance works might be entitled, “THEMINISTRY” being solely liable for the payment of such items.

f) All the actions referred to above shall be explicit in a Work Order that shall be made a part of the “logbook”, which shall beduly endorsed by the Head of Service, the Head of Maintenance and the Hospital Director.

SECTION 10 [sic]: OBLIGATIONS OF “THE COMPANY”.

“THE COMPANY” shall have the obligations set out below, without prejudice to any other provision set forth in this

Agreement and in the Annexes hereto. “THE COMPANY” does hereby undertake to:

a) Guarantee actual compliance with the subject matter set forth in this agreement, within the established term and subjectto the provisions set forth to that effect.

b) Notify “THE MINISTRY”, ten (10) days in advance of the arrival of any of the devices, accessories, consumables,parts and pieces subject matter hereof, of the “Bill of Lading" including: Packing lists and the original invoice in twocounterparts, being it important to highlight that one of the counterparts must read “VALID ONLY FOR CUSTOMS’PURPOSES".

c) Deliver the devices, accessories, consumables, parts and pieces that constitute the subject matter of this Agreementon the Dates and in the Amounts set forth in the specifications contained in the “Physical Performance Schedule" identified as“ANNEXES E.1, E.2, E.3 y E.4”, at the Hospitals identified in “ANNEX J” entitled; “List of 52 Hospitals Subject toTechnology Update



and their Geographic Location”, which forms an integral part of this agreement.

d) “THE COMPANY” shall deliver such packing devices as may be suitable to guarantee preservation thereof duringair or sea transport to Maiquetía International airport and/or La Guaira sea port.

e) “THE COMPANY” shall guarantee at “THE MINISTRY’s” Hospitals the transfer, installation, and start up of thedevices, training provided to “THE MINISTRY’s” medical, nursing and electromedicine staff on the management andpreservation of devices by the qualified technical staff at the moment of completing the installation, technical service over theguarantee period and corrective and preventive maintenance in accordance with the provisions set forth in this agreement.

f) “THE COMPANY” does hereby undertake to guarantee provision of such technical information as may be necessaryfor the use and maintenance of the technology updates, the operation manuals in Spanish, as well as the supply of pieces andconsumables to carry out the technical service under the responsibility of “THE COMPANY’s” technical staff.

g) “THE COMPANY” shall allow “THE MINISTRY” to perform all such inspections as it may deem necessary tocheck on the scope of contract performance.

h) “THE COMPANY” shall appoint a Technical Representative within a term of seven (7) days following the date ofexecution of this Agreement, who shall act as representative in all matters pertaining to the performance hereof, thus being liableto notify “THE MINISTRY’s” Hospital Vice Minister's Office of such appointment.

i) “THE COMPANY” shall provide training to the medical, nursing and electromedicine staff of all Hospitals listed in“ANNEX I” regarding the management and preservation of the technical updates provided for in this Addendum. In the eventthat the operating staff qualified during the training be removed and/or substituted, “THE MINISTRY” shall notify “THECOMPANY” in order to conduct a new training course and assessment of the operating staff, at least while the guarantee periodis in force.

j) “THE COMPANY” shall promptly perform the Corrective Maintenance whenever it may be necessary, upon priorwritten notice of any failure in the device(s) given by the Head of the Obstetrics or Neonatology Unit and the Hospital Directorto the Hospital Vice Minister's Office and “THE COMPANY”.



k) “THE COMPANY” shall be held liable for storing, preserving, distributing and providing the technology updates,consumable supplies and related services, within the territory of the Bolivarian Republic of Venezuela pursuant to the guidelinesoutlined by “THE MINISTRY” under this Agreement, as provided for in Section 8 (b).

l) “THE COMPANY” shall be responsible for any and all damages that may be suffered by “THE MINISTRY”, wheresuch damages arise from any unjustified delay in the distribution of consumables and spare parts while performing the correctiveand preventive maintenance. In the event that any corrective maintenance may be required in respect of any of the devicessubject matter hereof, “THE COMPANY” shall provide an answer within a term not to exceed five (5) business days, over theeffective term of the Maintenance Guarantee; i.e., a term of three (3) years following installation and start-up thereof.

m) “THE COMPANY” does hereby undertake to furnish the Hospital Vice Minister's Office with two (2) reports everyfour months as of the execution of this Agreement: 1) Regarding the delivery of technology updates and consumable relatedservices, as well as any maintenance works carried out; and 2) Regarding the consumables and spare parts delivered and themaintenance works conducted on the installed basis under Phase I and Phase II. Both reports shall include: "Deed of Delivery","Deed of Installation” and “Deed of Maintenance", executed by the Head of the Obstetrics or Neonatology Unit, the Head ofMaintenance and the Hospital Director.

SECTION 12: SURETY BONDS AND GUARANTEES.

“THE COMPANY” shall furnish “THE MINISTRY” with the duly notarized surety bond, as stated below, which shall be

posted by “THE COMPANY” and duly consigned for the moment of execution of this Addendum. The obtention and all costs

pertaining to such guarantee shall be borne by “THE COMPANY”:

• STRICT COMPLIANCE SURETY: A Strict Compliance Surety Bond granted by a Banking Institution or an InsuranceCompany with domicile in the Bolivarian Republic of Venezuela, registered with the Insurance Superintendency, for an amountequal to TWENTY PER CENT (20

% ) of the aggregate amount of this Addendum, which is equivalent to TWENTY FOUR MILLION ONE HUNDRED

FORTY-NINE THOUSAND NINE HUNDRED FIFTY-SEVEN UNITED STATES DOLLARS AND TWENTY CENTS

(US$ 24,149,957.20) which, forreference purposes as established in Section 130 of the Central Bank of Venezuela’s Act, equals



TWO HUNDRED FORTY ONE MILLION FOUR HUNDRED NINETY-NINE THOUSAND FIVE HUNDRED

SEVENTY-TWO BOLIVARS AND ZERO CENTS (BS 241,499,572.00)

calculated at the official exchange rate fixed by the Central Bank of Venezuela, at a ratio of ten Bolivars per US Dollar (10.00

BS/USD), for the purposes of securing strict compliance with all the obligations arising herefrom. Such surety shall be in full

force and effect as of the execution of this Addendum and shall remain effective until “THE MINISTRY" grants the final

settlement of the strict compliance guarantee, which shall be expressly stated in the respective Surety Bond.

Furthermore, “THE COMPANY” does hereby accept that:

• SPECIAL MAINTENANCE GUARANTEE: “THE COMPANY” hereby guarantees “THE MINISTRY” the provisionof the corrective and preventive maintenance, including the supply of spare parts for each of the Devices subject to technologyupdates listed in “ANNEX A” and the maintenance of the devices pertaining to “ANNEX C”. Such Guarantee shall remain infull force and effect for a term of three (3) years; and, where required, “THE PARTIES” may agree on an extension of suchmaintenance one hundred and eighty (180) days in advance of the expiration of this guarantee.

SECTION 22: AGREEMENT-RELATED DOCUMENTS

The documents set out below are deemed to form an integral part of this agreement.

• “ANNEX A”: Technology Updates and Related Services for the Obstetrics and Neonatal Units of 52 Hospitals depending

on the Ministry of the People’s Power for Health, providing High- Complexity care.

• “ANNEX B”: Consumable Distribution and Related Services required for the items subject to Technology Updates of the

Obstetrics and Neonatal Units of 52 Hospitals depending on the Ministry of the People’s Power for Health rendering High-

Complexity care for three (3) years.

• “ANNEX C”: Corrective and Preventive Maintenance Services required for 3768 devices in 87 Hospitals depending on the

Ministry of the People’s Power for Health of the installed basis, Phases I and II of the AVA, for three (3) years.

• “ANNEX D”: Consumable Distribution and Related Services required for 3269 devices in 87 Hospitals depending on the

Ministry of the People’s Power for Health of the installed basis, Phases I and II of the AVA, for three (3) years.

• “ANNEX E.1”: Physical Performance Schedule of “ANNEX A" pertaining toTechnology



Updates and Related Services for the Obstetrics and Neonatal Units of 52 Hospitals depending on the Ministry of the

People’s Power for Health, providing high-complexity care.

• “ANNEX E.2”: Physical Performance Schedule of “ANNEX B” Consumable Distribution and Related Services required

for the items subject to Technology Updates of the Obstetrics and Neonatal Units of 52 Hospitals depending on the

Ministry of the People’s Power for Health rendering High-Complexity care for three (3) years.

• “ANNEX E.3”: Physical Performance Schedule of “ANNEX C” Corrective and Preventive Maintenance Services

required for 3768 devices in 87 Hospitals depending on the Ministry of the People’s Power for Health of the installed basis,

Phases I and II of the AVA, for three (3) years.

• “ANNEX E.4”: Physical Performance Schedule of “ANNEX D” Consumable Distribution and Related Services required

for 3269 devices in 87 Hospitals depending on the Ministry of the People’s Power for Health of the installed basis, Phases I

and II of the AVA, for three (3) years.

• “ANNEX F.1”: Financial Performance Schedule of “ANNEX A" pertaining to Technology Updates and Related Services

for the Obstetrics and Neonatal Units of 52 Hospitals depending on the Ministry of the People’s Power for Health,

providing high-complexity care.

• “ANNEX F.2”: Financial Performance Schedule of “ANNEX B" Consumable Distribution and Related Services required

for the items subject to Technology Updates of the Obstetrics and Neonatal United of 52 Hospitals depending on the

Ministry of the People’s Power for Health rendering High-Complexity care for three (3) years.

• “ANNEX F.3”: Financial Performance Schedule of “ANNEX C” Corrective and Preventive Maintenance Services

required for 3768 devices in 87 Hospitals depending on the Ministry of the People’s Power for Health of the installed basis,

Phases I and II of the AVA, for three (3) years.

• “ANNEX F.4”: Financial Performance Schedule of “ANNEX D” Consumable Distribution and Related Services required

for 3269 devices in 87 Hospitals depending on the Ministry of the People’s Power for Health of the installed basis, Phases I

and II of the AVA, for three (3) years.

• “ANNEX G”: Technical Specifications of the Technology Updates for the Obstetricsand



Neonatal Units of 52 Hospitals of the Ministry of the People’s Power for Health providing high-complexity care, stated in

“ANNEX A”.

• “ANNEX H”: List of Medical Devices located in the Obstetrics and Neonatal Units of 87 Hospitals depending on the

Ministry of the People’s Power for Health, of the installed basis, Phases I and II of the AVA, subject to Corrective and

Preventive Maintenance.

• “ANNEX I”: List of 52 hospitals subject to technology updates and their geographiclocation.

• “ANNEX J”: List of 87 Hospitals subject to corrective and preventive maintenance and their geographic location, of the

installed basis Phases I and II of the AVA.

Each and all remaining Sections of the Agreement No. 039/2015 executed between “THE MINISTRY” a n d “THE

COMPANY on October 14, 2015, shall remain in full force and effect, pursuant to the terms and conditions set forth therein.

This instrument is executed in four (4) counterparts which, taken together, shall constitute one and the same agreement. In the

city of Caracas, on May 20 (twenty), 2016.

In witness whereof, the parties hereto have caused this agreement to be executed:

On behalf of “THE MINISTRY” On behalf of “THE COMPANY”/s/Luisana Melo Solorzano /s/ Osvaldo Mario Aso

LUISANA MELO SOLÓRZANO OSVALDO MARIO ASOMinister of the People’s Power for Health Attorney-in-fact

MEDIX INDUSTRIAL Y COMERCIAL

SOCIEDAD ANÓNIMA (MEDIX I.C.S.A)


Exhibit 10.3

STRICTLY CONFIDENTIAL

MASTER PURCHASE AGREEMENT

relating to the Company

Contents Schedules 31. Definitions 62. Transfer of the Company 233. Final Purchase Price and Closing Statement 254. Signing 295. Conditions precedent to Closing 296. Covenants between Signing and Closing 317. Conduct of Business pending Closing 348. Closing 359. Post-Closing Covenants 3910. Back-To-Back Arrangements 4111. Residual Closing 4212. Buyer’s Investigations 4513. Seller's Warranties 4514. Buyer’s Warranties 4615. Specific Indemnities 4816. Indemnification 4917. Claim Notice, Dispute of Claim and Third Party Claims 5218. Restrictive Covenants 5419. Transitional Services Agreement and Otoscan Development Agreement 5620. Joint Taxation 5621. Parent Guarantees 5722. Confidentiality and Publicity 5723. Governing Law and Disputes 5924. Miscellaneous 60

Page 2 of 64

Schedules Schedule 1.1: Net Interest Bearing Debt and Net Working Capital Calculation ExampleSchedule 2.1.1.2: Excluded Assets and Excluded Liabilities (to be finalized pending Closing)Schedule 2.2.2(a): Forms of Company Specific Share Sale AgreementSchedule 2.2.2(b): Forms of Company Specific Asset Sale AgreementSchedule 2.2.2(c): List of Company Specific Purchase AgreementsSchedule 3.2.1: Preliminary Purchase Price StatementSchedule 8.3(v): Resignation letters from the members of the board of directorsSchedule 8.3(vi): Resignation letters from the auditorSchedule 8.3(ix): Material Adverse Effect StatementSchedule 12.1: Due Diligence DocumentationSchedule 13.1: Seller’s WarrantiesSchedule 19.1.1: Transitional Services AgreementSchedule 19.2.1: Otoscan Development TermsSchedule 20.1: Cessation of Joint Taxation for Share Sale Companies (Denmark)Schedule 22.4: Press releases

Page 3 of 64

MASTER PURCHASE AGREEMENT

by and between

GN Hearing A/SCompany reg. no. 55082715Lautrupbjerg 7DK-2750 BallerupDenmark(the “Seller”)

Natus Medical Inc.6701 Koll Center Parkway, Suite 120Pleasanton, CA 94566USA(the “Buyer”)

(the Seller and the Buyer are each referred to as a “Party” and collectively the “Parties”)

regarding

the Company (as defined below).

Page 4 of 64

WHEREAS

(A) The Seller is the direct or indirect owner of the Company (as definedbelow).

(B) The Seller is the subsidiary of the Seller Parent (as defined below), a company with shares listed for trading on NASDAQCopenhagen.

(C) The Buyer is a company with shares listed for trading onNASDAQ.

(D) The Company manufactures hearing assessment, fitting, screening and balance diagnosticequipment.

(E) The Buyer is professionals in the business of the Company with deep industryknowledge.

(F) The Seller wishes to sell and the Buyer wishes to buy the Company.

(G) The Transaction (as defined below) will be structured as a combination of share sales and asset sales and/or demergers, if so agreed betweenthe Parties, of the relevant companies in the Company.

(H) The Parties have agreed that the Transaction will be structured so that the sale of the shares or assets and liabilities of the Major JurisdictionCompanies (as defined below) will be completed at Closing (as defined below), and certain Residual Jurisdiction Companies (as definedbelow) will be completed at Closing or as soon as possible thereafter.

(I) The acquisition of the Major Jurisdiction Companies and the Residual Jurisdiction Companies will be made by the Buyer or an Affiliate (asdefined below) of the Buyer and appointed by the Buyer prior to Closing.

(J) The Company receives certain services from the Seller. The Parties have agreed that the Transaction will take place on a “share deal” basis,meaning that it is the intention of the Parties that the Buyer acquires the Company as a fully functioning going concern. To facilitate andprovide for an orderly transition in connection with the transfer of the Company to the Buyer, and to facilitate the ongoing operations of theCompany for a transitional period, the Parties desire to enter into a Transitional Services Agreement (as defined below) to set forth the termsand conditions pursuant to which the Seller will provide the above-mentioned services to the Company on a transitional basis followingClosing.

Page 5 of 64

(K) The Parties will work together in good faith to, inter alia, (i) structure the Transaction in the most beneficial manner for the Parties withregard to e.g. Tax; (ii) work around any problems or delays affecting the Closing of the sale of either the Major Jurisdiction Companies orthe Residual Jurisdiction Companies, e.g. through Back-To-Back Arrangements (as defined below); and (iii) identify and make any WrongPocket Transfers (as defined below) and any relevant adjustments to the Final Purchase Price as a result thereof.

1. Definitions

1.1 The following terms used in this Agreement have the followingmeanings:

“Adjustment Amount” has the meaning ascribed to it in clause 3.3.13.

“Affiliate” means, in respect of a Person, any other Person (other than theCompany) that is controlled by, controls, or is under common control with the first Person. Forthe purposes of this definition, “control” (including, with its correlative meanings, “controlledby” and “under common control with”) means the power to exercise decisive influence over aPerson’s financial and operating decisions.

“Agreement” means this master purchase agreement and its Schedules asamended from time to time pursuant to clause 24.3.

“Asset Sale Company” means each of GN Resound Pty. Ltd. (Australia), GNResound Hoertechnologie GmbH (Austria), GN Resound Productos Médicos Ltda. (Brazil),GN Resound Shanghai Ltd. (China), GN ReSound China Ltd. (China), GN Hearing A/S(Denmark), GN Resound Finland Oy/Ab (Finland), GN Hearing SAS (France), GN HearingGmbH (Germany), GN Resound India Private Limited (India), GN Hearing

Page 6 of 64

s.r.l. (Italy), GN Resound Japan K.K.(Japan), GN Hearing Benelux (Netherlands), GN Resound (NZ) Ltd. (New Zealand), GNResound Norge AS (Norway), GN Resound LLC (Russia), GN Hearing Pte. Ltd. (Singapore),GN Hearing Care S.A. (Spain), GN Resound AB (Sweden), GN Resound AG (Switzerland),GN Resound Ltd. (United Kingdom), GN Hearing Care Corporation (United States (California))and Audio Electronics Inc. (United States (Texas)) (collectively the “Asset Sale Companies”).

“Back-To-Back Arrangement” has the meaning ascribed to it in clause 10.1.

“Basket” has the meaning ascribed to it in clause 16.3.4(ii).

“Breach” means any failure to fulfil obligations and liabilities under thisAgreement.

“Business Day” means any day on which the banks in Denmark are generallyopen for over the counter transactions.

“Buyer” mean Natus Medical Incorporated, 6701 Koll Center Parkway,Suite 120, Pleasanton, CA 94566, United States.

“Buyer’s Bank Account” means such bank account of the Buyer to bedesignated by the Buyer no later than 10 Business Days prior to Closing..

“Buyer's Group” means any Person (other than the Company) that iscontrolled by, controls, or is under common control with the Buyer. For the purposes of thisdefinition, “control” (including, with its correlative meanings, “controlled by” and “under

Page 7 of 64

common control with”) means thepower to exercise decisive influence over a Person’s financial and operating decisions.

“Buyer’s Knowledge” means the Disclosed information as well as the actualknowledge of James B. Hawkins, Ken Traverso, Jonathan Kennedy, Anthony Chan, SharonVillaverde, Mahmoud Elaskary and Nitin Gaglani as well as knowledge such persons shouldhave had after having made due inquiries with employees of Buyer and Buyer’sRepresentatives having been provided with access details to the Due Diligence Documentation,as at the Signing Date or the Closing Date, as appropriate.

“Buyer’s Warranties” mean the Warranties given by the Buyer to the Seller asset forth in clause 14.

“Cap” has the meaning ascribed to it in clause 16.3.5.

“Change of Control Contract” means (a) any contract material to the business ofthe Company as conducted at Signing entered into by any Share Sale Company with any thirdparty which requires the consent of such third parties to the relevant Local Buyer’s purchase ofthe share capital of the Share Sale Company, which grants such third parties the right toterminate such contract, or which in any other way places such third parties in a morefavourable position due to the relevant Local Buyer’s purchase of the share capital of the ShareSale Company; and (b) any contract material to the business of the Company as conducted atSigning entered into by any Asset Sale Company with any third party which cannot, accordingto local Law or the terms

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of the contract, be assigned on Closingto the relevant Local Buyer without the consent of the contract party (collectively the “Changeof Control Contracts”).

“Change of Control Permit” means (a) any Permit of any Share Sale Companywhich requires the consent of any governmental or other public or non-public body or agency tothe relevant Local Buyer’s purchase of the share capital of the Share Sale Company or whichentitles such body or agency to terminate or revoke the Permit concerned due to the relevantLocal Buyer’s purchase of the share capital of the Share Sale Company; and (b) any Permit ofany Asset Sale Company which requires the consent of any governmental or other public ornon-public body or agency to the relevant Local Buyer’s purchase of the Company-relatedassets and liabilities of the Asset Sale Company or which cannot be transferred to the LocalBuyer in connection with an asset sale (collectively the “Change of Control Permits”).

“Claim” means any claim for a Loss raised by a Party against the otherParty due to a Breach.

“Claim Notice” has the meaning ascribed to it in clause 17.1.1.

“Closing” means the Parties' mutual fulfilment of their obligationsdescribed in clause 8.

“Closing Date” means the Business Day on which Closing takes place.

“Closing Memorandum” means the minutes of the meeting at which Closingtakes place.

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“Closing Statement” has the meaning ascribed to it in clause 3.3.1.

“Combined Business” has the meaning ascribed to it in clause 6.1.5.

“Company” means GN Otometrics Denmark and the Subsidiaries, theother Share Sale Companies, all other Seller businesses manufacturing hearing assessment,fitting, screening and balance diagnostic equipment, and all other Company-related assets andliabilities as detailed in clause 2.1.

“Company Specific AssetPurchase Agreement(s)” means the agreements (with appendices) forming

Schedules hereto regulating the transfer of assets and liabilities from the Local Seller to theLocal Buyer for Asset Sale Companies.

“Company SpecificPurchase Agreement(s)” means the Company Specific Asset Purchase

Agreement(s) and the Company Specific Share Purchase Agreement(s).

“Company Specific SharePurchase Agreement(s)” means the agreements (with appendices) forming

Schedules hereto regulating the transfer of shares from the Local Seller to the Local Buyer forShare Sale Companies.

“Confidential Information” means any information disclosed prior to, on orafter the date of this Agreement which a Party or its Representatives disclose to the other Partyor the other Party’s Representatives in connection with the Transaction, irrespective of the medi-

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um through which such information isprovided, which includes, without limitation, any electronic or web-based type ofcommunication. Con dential Information includes, without limitation, (i) any kind ofbusiness, commercial or technical information and any copies or abstracts made thereof; (ii) allanalyses, compilations, data, studies or other documents prepared by the receiving Party or thereceiving Party’s Representatives containing or based in whole or in part on any such disclosedinformation (e.g. any due diligence reports); (iii) the existence of this Agreement; (iv) the factthat Con dential Information will be and has been exchanged; and (v) any other informationregarding the Transaction.

“Corporate Documents” mean the memorandum of incorporation, articles ofassociation, rules of procedure for the board of directors and similar documents.

“De Minimis Threshold” has the meaning ascribed to it in clause 16.3.4(i).

“Disclosed” means with respect to any matter or fact relating to the Company,or to any of the Company’s activities, that such matter or fact has been disclosed to the Buyerand/or its Representatives as specified in clause 12.1 in an accurate and fair way including byway of the Due Diligence Documentation that would enable the Buyer and/or itsRepresentatives, given the nature and context of the disclosure and the Buyer’s and itsRepresentatives’ industry knowledge, to become aware of the possible implications on theCompany of such matter or fact.

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“Due Diligence Documentation” has the meaning ascribed to it in clause 12.1.

“Enterprise Value” has the meaning ascribed to it in clause 3.1.1.

“Estimated NetInterest Bearing Debt” means the Seller's good faith estimate of the Net Interest Bearing Debt of the Major

Jurisdiction Companies and any Residual Jurisdiction Companies for which (and to the extent)the Transaction is completed at Closing as of the Closing Date as determined in accordancewith clause 3.2 as set out in the Preliminary Purchase Price Statement.

“Estimated Net Working CapitalAdjustment Amount” means the Seller's good faith estimate of the Net Working Capital Adjustment Amount for the

Major Jurisdiction Companies and any Residual Jurisdiction Companies for which (and to theextent) the Transaction is completed at Closing as of the Closing Date as determined inaccordance with clause 3.2 as set out in the Preliminary Purchase Price Statement.

“Estimated Purchase Price” means the Enterprise Value less the Estimated Net Interest Bearing Debt and adjusted by theEstimated Net Working Capital Adjustment Amount as determined clause 3.2 as set out in thePreliminary Purchase Price Statement.

“Excluded Asset” means assets of Asset Sale Companies excluded from the

Transaction as defined in Schedule 2.1.1.2 (collectively the “Excluded Assets”).

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“Excluded Liability” means liabilities of Asset Sale Companies excludedfrom the Transaction to be defined in Schedule 2.1.1.2 (collectively the “Excluded Liabilities”),which shall include, without limitation, (i) any and all Tax liabilities of the Asset SaleCompanies (except for latent Tax liabilities relating to the assets of the Company, which areassumed by the Buyer (in Danish "momsreguleringsforpligtelser")), and (ii) any and allcriminal liability of the Asset Sale Companies.

“Final Net Interest Bearing Debt” means the Parties’ determination of the actual Net Interest Bearing Debt of the MajorJurisdiction Companies and any Residual Jurisdiction Companies for which (and to the extent)the Transaction is completed at Closing as of the Closing Date in accordance with clause 3.3and in accordance with the principles set out in the Preliminary Purchase Price Statement.

“Final Net Working CapitalAdjustment Amount” means the Parties' determination of the actual Net

Working Capital Adjustment Amount for the Major Jurisdiction Companies and any ResidualJurisdiction Companies for which (and to the extent) the Transaction is completed at Closing asof the Closing Date in accordance with clause 3.3 and in accordance with the principles set outin the Preliminary Purchase Price Statement.

“Final Purchase Price” has the meaning ascribed to it in clause 3.1.1.

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“Financing” has the meaning ascribed to it in clause 6.3.

“Fundamental Warranties” has the meaning ascribed to it in clause 13.2.

“GN Otometrics Denmark” means GN Otometrics A/S, a public limitedliability company 100% owned by the Seller Parent incorporated under the Laws of Denmarkwith company reg. no. 25384687, Hørskætten 9, Klovtofte, DK-2630 Taastrup, Denmark.

“Independent Accountant” means a state-authorised public accountant,appointed by FSR – Danish Auditors (in Danish: “FSR – danske revisorer” ), from a well-reputed major international auditing firm, (i) who is not the registered auditor of any Party andwho has not advised any of the Parties in connection with the negotiation and consummation ofthe Transaction; and (ii) who is willing and able to render a statement to the Parties to thiseffect on behalf of the firm of the accountant.

“Intellectual Property Rights” means any rights associated with (a) patents andpatent applications; (b) registered and unregistered trademarks and service marks, companynames and trade names and domain names; (c) registered and unregistered copyrights andregistered and unregistered design rights; (d) rights to trade secrets and know-how; and (e) anyother intellectual property rights.

“Interest” means 2 % per year.

“Key Employee” means each of Kim Lehmann, Kim Rønn, Lars HenrikJensen, Tommy Bysted,

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Christian Deichmann, Markus Mauer,Chad Boerst, Francis Zhou, Engin Aksel and Fabio Gomiero (collectively the “KeyEmployees”).

“Law” means any national, state, federal, local or other law or regulation in

any country or jurisdiction and the regulations and orders promulgated thereunder where theCompany conducts its business as of the Signing Date.

“Local Buyer” means any company, being the Buyer or an Affiliate of theBuyer, who is the buyer under a Company Specific Purchase Agreement.

“Local Seller” means any company, being the Seller or an Affiliate of theSeller, who is the seller under a Company Specific Purchase Agreement.

“Loss” means any loss suffered by a Party (or its Affiliates) or by theCompany, calculated in accordance with Danish law, except the Loss shall not include indirector consequential losses.

“Major Jurisdiction Company” means GN Resound Pty. Ltd. (Australia), DBSpecial Instruments Inc. (Canada), GN Resound Shanghai Ltd. (China), GN ReSound ChinaLtd. (China), GN Hearing A/S (Denmark), GN Otometrics A/S (Denmark), GN OtometricsSAS (France), GN Hearing SAS (France), GN Hearing GmbH (Germany), GN Hearing s.r.l.(Italy), GN Resound Ltd. (United Kingdom), GN Hearing Care Corporation (United States(California)) and Audio Electronics Inc. (United States (Texas)) (collectively the “MajorJurisdiction Companies”).

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“Material Adverse Effect” means a material adverse change of the financialposition or financial prospects of the Company as a result of any Breach by the Seller.

“Net Interest Bearing Debt” means the consolidated aggregate amount of thefollowing balance sheet items for (a) the Asset Sale Companies if and to the extent the assetsand liabilities below are transferred in the Transaction; and (b) the Share Sale Companies:(i) long and short term interest bearing debt owed to any third party, including bank loans,overdrafts, loan notes and subordinated loans, financial leases, factored receivables, and anyother interest-bearing loans or credit liabilities; plus(ii) interest or non interest bearing intra-group balances in favour of the Seller’s group (non-Company entities) which are of a financing nature; plus(iii) payable corporation Tax regarding current tax year, most recent finalised tax year andprevious years, but specifically excluding deferred Tax; plus(iv) certain other creditors, including defined benefit pension liabilities, earn-out liabilities,severance liabilities, unpaid transaction costs, liability for a compensation programme to an ASIemployee and capex/R&D payables; plus(v) all interest accrued but unpaid thereon; less(vi) cash balances (whether interest bearing or not), including positive bank balances, interestbearing loans provided to third parties, as well as any other liquid funds, including anysecurities held; less(vii) interest or non interest bearing intra-group balances in favour of the Company, meaningthe aggregate of receivables from the Seller’s group (non-Company entities) held by theCompany which are of a financing nature; less

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(viii) receivable corporation Tax regarding current tax year, most recent finalised tax year andprevious years; less(ix) certain other assets, including defined benefit pension assets; and less(x) all interest accrued but unpaid thereon(all as illustrated in Schedule 1.1).

“Net Working Capital” means the consolidated aggregate amount of thefollowing balance sheet items for (a) the Asset Sale Companies if and to the extent the assetsand liabilities below are transferred in the Transaction; and (b) the Share Sale Companies:(i) inventory, meaning the net of inventory and the provision for obsolete inventory; plus(ii) trade receivables, meaning the net of outstanding payments from customers and theprovision for bad and doubtful debt; plus(iii) trade receivables payable by the Seller’s group (non-Company entities) incurred in theordinary course of business; plus(iv) pre-payments to non-affiliated parties; plus(v) accrued income; plus(vi) other operating receivables, including accruals, prepayments and other receivables (net ofreservations for doubtful accounts) but specifically excluding rent deposits; less

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(vii) trade accounts payable to third parties but specifically excluding capex/R&D payables;less(viii) trade accounts payable to the Seller’s group (non-Company) incurred in the ordinarycourse of business; less(ix) warranty provisions; less(x) liabilities in respect of prepayments from non-affiliated parties; and less(xi) accrued expenses and other non-interest bearing current liabilities(all as illustrated in Schedule 1.1).

“Net Working CapitalAdjustment Amount” means the amount by which the Net Working Capital is

greater or less than the Reference Net Working Capital.

“Notice of Disagreement” has the meaning ascribed to it in clause 3.3.3.

“Otoscan Development Terms” has the meaning ascribed to it in clause 19.2.1.

“Party” means any one of the Seller and the Buyer of this Agreementindividually and “Parties” mean the Seller and the Buyer collectively.

“Permit” means any permit, license, authorisation, registration, concessionand approval, including approval required by applicable Law material to the business of theCompany as conducted at Signing (collectively the “Permits”).

“Person” means any individual, corporation, partnership, firm, jointventure, association, trust, organisation, governmental or regulatory body or other entity.

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“Preliminary Purchase PriceStatement” has the meaning ascribed to it in clause 3.2.1.

“Recovery Amount” has the meaning ascribed to it in clause 16.6.1.

“Reference Net Working Capital” means USD 27,105,809.

“Representatives” means directors, of cers or employees of a Party or ofits Affiliates involved in the Transaction, or attorneys, auditors, tax advisors, consultants orcorporate finance advisors advising one Party or its Affiliates with respect to the Transaction.

“Residual Closing” means the Parties' mutual fulfilment of their obligationsdescribed in clause 11 for the relevant Residual Jurisdiction Companies.

“Residual Closing Memorandum” means the minutes of the meeting at whichthe Residual Closing takes place.

“Residual Jurisdiction Company” means GN Resound Hoertechnologie GmbH(Austria), GN Resound Productos Médicos Ltda. (Brazil), GN Resound Finland Oy/Ab(Finland), GN Resound India Private Limited (India), GN Resound Japan K.K. (Japan), GNHearing Benelux (Netherlands), GN Resound (NZ) Ltd. (New Zealand), GN Resound NorgeAS (Norway), GN Resound LLC (Russia), GN Hearing Pte. Ltd. (Singapore), GN Hearing CareS.A. (Spain), GN Resound AB (Sweden), GN Resound AG (Switzerland) and AudiologySystems, Inc. (United States (Delaware)) (collectively the “Residual Jurisdiction Companies”).

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“Schedule” means any and all schedules attached to this Agreement.

“Seller” means GN Hearing A/S, a public limited liability company 100%owned by the Seller Parent incorporated under the Laws of Denmark with company reg. no.55082715, Lautrupbjerg 7, DK-2750 Ballerup, Denmark.

“Seller Parent” means GN Store Nord A/S, a public limited liability companyincorporated under the Laws of Denmark with company reg. no. 24257843, Lautrupbjerg 7,DK-2750 Ballerup.

“Seller's Bank Account” means the Seller's client trust account with MoalemWeitemeyer Bendtsen in Nordea Bank reg. no. 2230, account no. 5036 2524 74, IBANDK6720 0050 3625 2474 and SWIFT NDEADKKK.

“Seller's Knowledge” means the actual knowledge of Anders Hedegaard,Marcus Desimoni, each of the Key Employees, and each of Martin Sick Nielsen, Nicolai StormLund, Asif Muhammad and Morten Lyngstrand Baagø, as well as knowledge such personsshould have had (i) in their positions with the Seller or the Company as applicable, but withouthaving made any specific investigations into the specific matters as a consequence of the Sellerproviding the Seller's Warranties, and (ii) after having made due inquiries with attorneys DanMoalem and Lennart Meyer Østenfjeld of Moalem Weitemeyer Bendtsen Law Firm, LarsEngskov and Elliot Grove of PwC Denmark, Corporate Finance, Ragna Ceder and TinaFlagstad of PwC Denmark, Transaction Services, and Bjarne

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Gimsing of EY Denmark, Tax, as atthe Signing Date or the Closing Date, as appropriate.

“Seller's Group” means any Person (other than the Company) that iscontrolled by, controls, or is under common control with the Seller. For the purposes of thisdefinition, “control” (including, with its correlative meanings, “controlled by” and “undercommon control with”) means the power to exercise decisive influence over a Person’sfinancial and operating decisions.

“Seller's Warranties” mean the Warranties given by the Seller to the Buyer asset forth in clause 13.

“Share Sale Company” means each of DB Special Instruments Inc. (Canada),GN Otometrics A/S (Denmark), GN Otometrics SAS (France) and Audiology Systems, Inc.(United States (Delaware)) (collectively the “Share Sale Companies”).

“Signing Date” means the date on which the Parties sign this Agreement.

“Subsidiaries” mean the companies in which GN Otometrics Denmark owns100% of the share capital, being Génie Audio Inc. (Canada), Otometrics Shanghai Co., Ltd.(China), Inmedico A/S (Denmark), and GN Otometrics GmbH (Germany) as well as GN GroupSolutions GmbH (in liquidation) (unless such company prior to Closing has been finallydissolved and any proceeds distributed to GN Otometrics Denmark).

“Tax” means all direct and indirect taxes and tax liabilities, whether actualor deferred,

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including income tax, corporation tax(including payments under the Danish joint taxation regime), capital gains tax, VAT and salestax, withholding tax, registration fees, stamp duties, customs duties, tax deducted from incomeat source (in Danish: "A-skat"), labour market contributions, other social security costs, propertytax and similar taxes, including interest, fees, additional tax and tax penalties.

“Third Party Claim(s)” has the meaning ascribed to it in clause 17.3.1.

“Third Party Rights” mean any lien, mortgage, deed of trust, deed to securedebt, pledge, charge, security interest, right of first refusal, easement, restriction and other thirdparty right.

“Transaction” means the transfer of the Company from the Seller to the Buyer(or its Affiliates as applicable) as described in this Agreement.

“Transfer Tax” means any real and personal property transfer, documentary,sales use, registration, value-added, conveyance, real estate transfer and any similar taxes,together with all interest, fines, penalties and additions attributable to or imposed with respect tosuch amounts imposed on or with respect to the transfer of assets and assumption of theliabilities in connection with this Agreement and any Company Specific Purchase Agreements.

“Transitional Services Agreement” has the meaning ascribed to it in clause19.1.1.

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“USD” means United States Dollars, being the lawful currency in theUnited States.

“Virtual Data Room” has the meaning ascribed to it in clause 12.1.

“Warranties” mean the representations and warranties given by the Seller inaccordance with clause 13 and by the Buyer in accordance with clause 14.

“Warranty Breach” means any Breach of the Warranties.

"Wrong Pocket Asset or Liability" has the meaning ascribed to it in clause 9.3.1.

"Wrong Pocket Transfer" has the meaning ascribed to it in clause 9.3.1.2.

1.2 Expressions such as “including” and similar expressions mean “including, but not limitedto.”

1.3 Words in the singular include the plural and viceversa.

1.4 Any Danish legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legalconcept will, in respect of any jurisdiction other than that of Denmark, be deemed to include what, in that jurisdiction, most nearlyapproximates to the Danish legal term.

2. Transfer of theCompany

2.1 TransactionObject

2.1.1 The Buyer willpurchase:

2.1.1.1 the shares of all the Share Sale Companies (and indirectly of all the Subsidiaries)and

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2.1.1.2 all of the Company-related assets and liabilities of Asset Sale Companies, including but not limitedto:

(i) Intellectual PropertyRights;

(ii) tangible and intangible property, including customer lists, records, goodwill and other intangibleassets;

(iii) all contractual arrangements with suppliers, customers and other thirdparties;

(iv) all Permits;

(v) all contractual arrangements with employees;and

(vi) any other assets and/or liabilities related to or used in connection with the ordinary course of the Company upon Closing,

unless such asset or liability is specifically listed as an Excluded Asset and/or an Excluded Liability in Schedule 2.1.1.2 (Excluded Assets andExcluded Liabilities), respectively.

2.2 Transfer of theCompany

2.2.1 Subject to the terms and conditions set out in this Agreement, the Seller sells the Company to the Buyer, and the Buyer acquires theCompany from the Seller.

2.2.2 The transfer of the Company is completed by the Local Sellers selling the shares of the relevant Share Sale Companies and the Company-related assets and liabilities of the relevant Asset Sale Companies, as the case may be, to the relevant Local Buyer as specified in the relevantCompany Specific Purchase Agreement substantially in the forms set out in Schedule 2.2.2(a) (Company Specific Share PurchaseAgreement) and Schedule 2.2.2(b) (Company Specific Asset Purchase Agreeement) (subject only to local mandatory requirements). A list ofthe Company Specific Share Purchase Agreements and Company Specific Asset Purchase Agreements for the Major Jurisdiction Companiesand the Company Specific Share Purchase Agreements and Company Specific Asset Purchase Agreements for the Residual JurisdictionCompanies is attached as Schedule 2.2.2(c).

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3. Final Purchase Price and ClosingStatement

3.1 Final Purchase Price

3.1.1 The total consideration payable by the Buyer to the Seller for the Company shall be USD 145,000,000 (the “Enterprise Value”) less the FinalNet Interest Bearing Debt and adjusted by the Final Net Working Capital Adjustment Amount (the “Final Purchase Price”).

3.2 Estimated Purchase Price

3.2.1 At the latest 15 (fifteen) Business Days prior to the Closing Date, the Seller shall deliver to the Buyer a statement (the “Preliminary PurchasePrice Statement”) setting forth the Seller's good faith estimates of the Estimated Net Interest Bearing Debt and the Estimated Net WorkingCapital Adjustment Amount and the corresponding Estimated Purchase Price, in each case determined as of the Closing Date and inaccordance with Schedule 3.2.1, together with any additional information reasonably requested by the Buyer.

3.2.2 The Estimated Purchase Price must be paid by the Buyer in cash to the Seller's Bank Account at Closing. Any transfers from Buyer are to bemarked “DMO/LMO-Orange”.

3.3 ClosingStatement

3.3.1 Within 45 (fourty-five) Business Days after the Closing Date, the Seller shall cause the preparation of and delivery to the Buyer of thecalculation of the Final Net Interest Bearing Debt and the Final Net Working Capital Adjustment Amount, and consequently the FinalPurchase Price and the Adjustment Amount, in accordance with the principles of the Preliminary Purchase Price Statement (together the“Closing Statement”). The Closing Statement must be prepared on the basis of a pro forma consolidated closing balance sheet for theCompany as of Closing Date, and in accordance with IFRS as applied by GN Store Nord A/S in its consolidated financial statements for2015 (for all entities other than Audiology Systems, Inc.) or US GAAP (for Audiology Systems, Inc.). The Seller shall have unrestrictedaccess to all books, records and other information as well as to the employees of the Company which in the reasonable opinion of the Selleris necessary or appropriate for the Seller to prepare or review the Closing Statement.

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3.3.2 Following delivery of the Closing Statement, the Seller shall provide the Buyer and the Buyer's Representatives with any supportingdocumentation for the Closing Statement which the Buyer reasonably requests.

3.3.3 No later than 45 (forty-five) Business Days after the Buyer's receipt of the Closing Statement, the Buyer shall notify the Seller in writing ofany item(s) which the Buyer wishes to dispute on the basis that the Closing Statement was not prepared or calculated in accordance withclause 3.3.1 (the “Notice of Disagreement”). The Notice of Disagreement must:

(i) specify in reasonable detail the nature of the disagreement and provide a description in reasonable detail of the reasons for suchdisagreement (including appropriate supporting documentation in the possession of the Buyer); and

(ii) include a specific proposal for adjustment of each disputed item in the ClosingStatement.

3.3.4 If the Buyer has not given any Notice of Disagreement, the Closing Statement as prepared by the Seller will be deemed final and bindingupon the Parties, except in case of manifest error or fraud. If the Buyer has not given any objection on the basis of a manifest error within120 (one-hundred-and-twenty) Business Days after the Buyer's receipt of the Closing Statement, the Closing Statement shall be deemedfinal.

3.3.5 The Buyer and the Seller shall discuss the Notice of Disagreement in good faith and, if they reach an agreement amending the ClosingStatement, the Closing Statement as amended by such agreement will become final and binding upon the Buyer and the Seller except in caseof manifest error or fraud.

3.3.6 If the Parties are unable to reach an agreement prior to the expiry of 30 (thirty) Business Day after such Notice of Disagreement is deliveredto the Seller, either Party may within a subsequent period of 30 (thirty) Business Days refer the disputed item(s) to the IndependentAccountant for its final and binding decision. If a disputed item relates to a legal or contractual issue, including the legal interpretation ofthis Agreement, such dispute shall be referred to arbitration in accordance with clause 23 within the said period of 30 (thirty) Business Days.

3.3.7 If the dispute is not referred to the Independent Accountant within the period stipulated, the Closing Statement delivered to the Buyer will befinal and binding upon the Parties subject only to any changes

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agreed by the Parties in writing and except in case of manifest error or fraud.

3.3.8 Unless otherwise agreed by the Parties, the Independent Accountant will establish the procedural rules in connection with its hearing of theParties’ respective positions on the disputed item(s) and any related issues to be investigated in connection with the settling of the dispute.The decision of the Independent Accountant is final and binding upon the Parties and will not be subject to judicial or arbitrational review,except in case of manifest error or fraud.

3.3.9 The Parties shall use their best efforts to ensure that the Independent Accountant renders its decision within 60 (sixty) Business Days after thedisputed matter was referred to the Independent Accountant.

3.3.10 The Parties shall make any deposit with and/or make any upfront payment to the Independent Accountant as well as sign any release letterreasonably required by the Independent Accountant in order for it to accept the task of acting as the Independent Accountant in accordancewith the terms of this Agreement. Any such deposit and/or upfront payment shall be divided equally between the Parties (50/50).

3.3.11 The Independent Accountant must have reasonable access to all of the books and records of the Company, whether the relevant books andrecords reside with the Seller’s Group or the Buyer’s Group. Both Parties undertake to procure such access.

3.3.12 The aggregate fees and expenses finally payable to the Independent Accountant shall be borne by the Seller and the Buyer in such proportionas the Independent Accountant determines, taking into account which party has prevailed the most in its argumentation (based on theamounts claimed by each of the parties) with respect to the disputed item(s) referred to the Independent Accountant for its decision, and theIndependent Accountant's decision shall include a decision on the allocation of the said fees and expenses between the parties. If the partiesare equally correct in the aggregate, the fees and expenses finally charged by the Independent Accountant shall be divided equally betweenthe Parties (50/50). If one of the Parties shall bear the fees and expenses payable to the Independent Accountant, such party shall indemnifythe other party from any deposit and/or upfront payment made by the other party to the Independent Accountant.

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3.3.13 If the Final Purchase Price is:

(i) greater than the Estimated Purchase Price, the Buyer shall pay to the Seller an amount equal to such excess amount; or

(ii) lower than the Estimated Purchase Price, the Seller shall pay to the Buyer’s Bank Account an amount equal to suchdifference.

Any payment pursuant to this clause 3.3.13 (the “Adjustment Amount”) must be made within 5 (five) Business Days after the ClosingStatement has become final as set forth in this clause 3.3. Payment of the Adjustment Amount must include Interest calculated from (but notincluding) the Closing Date until and including the date of payment.

3.4 Purchase Price Adjustment for the ResidualClosing

3.4.1 The Parties acknowledge that due to the handling of historical (not to be transferred) and future (to be transferred) working capital effects inthe Back-To-Back Arrangements as described in clauses 10.2 and 10.3, no Purchase Price adjustment will be required for working capitalrelating to the Residual Closing.

3.4.2 In the event that any assets or liabilities referenced in the definition of Net Working Capital or Net Interest Bearing Debt are transferred afterthe Closing Date, and are unaccounted for in the Closing Statement, an additional USD-for-USD adjustment shall be completed between theParties, as required. For the avoidance of doubt, if the Transaction is completed in respect of Audiology Systems, Inc. at the ResidualClosing, a USD-for-USD adjustment shall be completed between the Parties in respect of all Net Interest Bearing Debt and all Net WorkingCapital of Audiology Systems, Inc. transferred as part of the Transaction pursuant to this clause 3.4.2.

3.5 Allocation of the Final Purchase Price

3.5.1 The Estimated Purchase Price must be allocated between the Share Sale Companies and the Asset Sale Companies as set out in Schedule2.2.2. The allocation of the Enterprise Value on the individual assets of the Asset Sale Companies is set out in sub-schedules to theindividual Company Specific Asset Purchase Agreements.

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3.5.2 The allocation of the Final Purchase Price must be agreed between the Parties prior to Closing and if requested by a Party verified by anindependent third party appointed jointly by the Parties.

3.5.3 If there is an adjustment to the Estimated Purchase Price according to this clause 3.5, the adjustment must be made pro rata among theindividual purchase prices for all Share Sale Companies and Asset Sale Companies.

3.6 Payment with dischargingeffect

3.6.1 The Buyer's payment of the Estimated Purchase Price and any Adjustment Amount to the Seller will be made with discharging effect. TheSeller shall be responsible for transferring any part of the Estimated Purchase Purchase Price and any Adjustment amount paid by the Buyerto the Local Sellers in accordance with the allocation set out in Schedule 2.2.2.

4. Signing

4.1 When signing this Agreement the Seller has delivered to the Buyer:

4.1.1 Documentary evidence from the board of directors of the Seller irrevocably authorising the signing of this Agreement and the Seller'sconsummation of the transactions contemplated by this Agreement (including without limitation any and all of its Closing deliveries as setout in clause 8.3).

4.2 When signing this Agreement the Buyer has delivered to the Seller:

4.2.1 Documentary evidence from the board of directors of the Buyer irrevocably authorising the signing of this Agreement and the Buyer'sconsummation of the transactions contemplated by this Agreement (including without limitation any and all of its Closing deliveries set outin clause 8.4).

4.2.2 Evidence of the Buyer's ability to pay the Estimated Purchase Price atClosing.

5. Conditions precedent toClosing

5.1 Conditions precedent to the Buyer’sObligations

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5.1.1 The Buyer is not obliged to perform its obligations to consummate the Transaction at Closing as set forth in clause 8 unless the followingconditions precedent are fulfilled or are waived by the Buyer on or prior to Closing:

(i) the required merger clearances have been obtained, see clause 6.1;

(ii) no Law makes it illegal for the Buyer to consummate the Transaction, and no order, decree or judgment prevents the Seller fromconsummating the Transaction;

(iii) no suit, action, investigation, or other proceeding is pending or threatened before any court or governmental agency against theBuyer seeking to restrain, prohibit, or obtain damages or other relief, in connection with the consummation of the Transaction;and

(iv) no Material Adverse Effect has occurred.

5.2 Conditions precedent to the Seller'sobligations

5.2.1 The Seller is not obliged to perform its obligations to consummate the Transaction at Closing as set forth in clause 8 unless the followingconditions precedent are fulfilled or are waived by the Seller on or prior to Closing:

(i) the required merger clearances have been obtained, see clause 6.1below;

(ii) no Law makes it illegal for the Seller to consummate the Transaction, and no order, decree or judgment prevents the Buyer fromconsummating the Transaction;

(iii) no suit, action, investigation, or other proceeding is pending or threatened before any court or governmental agency against theSeller seeking to restrain, prohibit, or obtain damages or other relief, in connection with the consummation of the Transaction; and

(iv) no Material Adverse Effect has occurred.

5.3 Each of the Parties undertakes in good faith to use best efforts to ensure that the conditions precedent set out above in clauses 5.1.1 and 5.2.1are fulfilled as soon as possible after the Signing Date.

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5.4 Each of the Parties undertakes as soon as reasonably practicable to disclose in writing to the other Party any circumstances that will or arereasonably likely to prevent any of the conditions precedent from being satisfied upon becoming aware of such circumstances. Moreover,each of the Parties undertakes to inform the other Party in writing as soon as reasonably practicable when such Party has become aware thata condition precedent has been satisfied.

6. Covenants between Signing andClosing

6.1 Filing for MergerClearances

6.1.1 As soon as practically possible after the Signing Date, the Buyer shall file all required notifications to the relevant competition authoritiesand submit documents and information requested or required by such authorities to grant the merger clearances required for consummationof the transactions contemplated by this Agreement.

6.1.2 All communication with the relevant competition authorities with respect to the filings made must promptly be notified to the Seller whomust also be provided with a copy of all such communication. Where permissible, the Seller and its Representatives have the right toparticipate in any meetings with the relevant competition authorities.

6.1.3 Each of the Parties shall, at the request of the other Party and as permitted by Law, furnish the other, in a timely manner, with all reasonableinformation concerning itself as may be necessary or advisable with a view to obtaining the merger clearances.

6.1.4 In case applicable antitrust regulation prohibits the exchange of certain information between the Parties, and it is necessary or advisable toexchange such information in order to obtain the merger clearances, the information is to be exchanged between the Parties’ respective legalcounsels on a counsel-to-counsel basis without any direct disclosure to the other Party.

6.1.5 The Buyer shall undertake (or cause to be undertaken) any and all reasonable steps necessary to avoid or eliminate impediments for theantitrust clearances that may be asserted by any antitrust authority so as to enable the Buyer and the Seller to close the transactions ascontemplated under this Agreement (subject to all conditions and requirements for Closing set out in this Agreement being fulfilled orwaived, as applicable). This shall include the obligation of the Buyer to commit to reasonable

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divestments or reasonable behavioral remedies as are necessary to avoid the effect of materially delaying or preventingthe consummation of the transactions contemplated under this Agreement, however, provided that the Buyer shall not be obliged to agree to orto offer:

(i) divestments or behavioral remedies which are outside the scope of the Buyer's hearing screening and balance assessmentequipment as conducted by the Buyer Parent and its subsidiaries and/or the Seller and its Affiliates (herein collectively“Combined Business”); and

(ii) divestitures from the Combined Business which, individually or in the aggregate, are reasonably expected to result in anequivalent reduction of 15 (fifteen) percent or more of the EBITDA compared to the Company's EBITDA in the fiscal yearending 31 December 2015 (it being understood that EBITDA for the purpose of this clause 6.1.5 shall be based on marginalimpact on a consolidated basis).

(iii) In the event that divestitures exceeding the threshold set forth in item (ii) above are required by any antitrust authority to secure aclearance decision, the Buyer and the Seller shall negotiate in good faith with a view to finding a mutually satisfactory solution.

6.2 Change of Control Contracts and Change of Control Permits for Major JurisdictionCompanies

6.2.1 The Parties shall take all reasonable steps to obtain the consents between Signing and Closing under any Change of Control Contracts andany Change of Control Permits for Major Jurisdiction Companies, and any Residual Jurisdiction Companies for which (and to the extent) theTransaction is completed at Closing.

6.2.2 If any consent required in connection with the assignment by the Local Seller to the Local Buyer or the sale of the shares in the Share SaleCompany, as the case may be, of any of the Change of Control Contracts or Change of Control Permits for Major Jurisdiction Companies,and any Residual Jurisdiction Companies for which the Transaction is completed at Closing, has not been obtained prior to Closing, theSeller and the Buyer must, until such consents are obtained by the Buyer, cooperate to ensure that (i) the Parties enter into a Back-To-BackArrangement relating to such Change of Control Contracts and/or Change of Control Permits to ensure that the net economic benefit (i.e. lessany

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related costs incurred by the Seller which would have been incurred by the Buyer had the assets and/or liabilities beenacquired by the Buyer at Closing, including, without limitation, any Tax) and net cash flow of the relevant Change of Control Contractsand/or Change of Control Permits is transferred to the Buyer; and (ii) if so desired by the Buyer (a) such Change of Control Contract orChange of Control Permit are terminated and/or (b) any rights of the Seller or Local Seller arising from such Change of Control Contract orChange of Control Permit are enforced. To the extent that the Buyer receives the benefits under any such Change of Control Contracts orChange of Control Permits as contemplated by this clause 6.2, the Buyer shall fully and timely perform all of the obligations of the Sellerunder such Change of Control Contracts or Change of Control Permits and indemnify, defend and hold harmless the Seller from all suchobligations, and any actions taken by the contracting counterparty or any other party in connection therewith, but only to the extent that suchaction is predominantly based upon or arises out of the performance (including for the sake of clarity omissions) by the Buyer of suchobligations of the Seller after the Closing Date.

6.3 FinancingAssistance

6.3.1 The Seller shall, and shall cause the Company to, use best efforts to provide all cooperation reasonably requested to assist the Buyer in thearrangement of debt financing of the Final Purchase Price, including any refinancing of debt (the “Financing”).

6.3.2 Nothing herein may require such cooperation to the extent it would (a) unreasonably disrupt the operations of the Seller's Group or (b)require the Seller's Group to incur any liability which is not promptly reimbursed by the Buyer. The Buyer shall promptly reimburse theCompany or the Seller (as the case may be) for all reasonable costs in connection with the Financing.

6.4 Filing of Tax returns

6.4.1 The Seller shall procure that pending Closing, the Company files all such Tax returns or other notices to any Tax authority, for any period upuntil Closing which are required to be filed in any jurisdiction, including, without limitation, the United States.

6.4.2 The Seller shall further (i) procure that the Company pays or (ii) provide for the payment of any and all Taxes for any period prior toClosing, which are due and payable in any jurisdiction, including, without limitation, the United States.

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7. Conduct of Business pendingClosing

7.1 Between Signing and Closing, or the Residual Closing, as the case may be, the Seller must operate the Company, or the remaining ResidualJurisdiction Companies or assets and liabilities of the Residual Jurisdiction Companies, as the case may be, in the ordinary course ofbusiness and in line with past practices, and specifically the Seller will not with regard to the Company – except (i) in accordance with pre-existing obligations or agreements Disclosed to the Buyer or (ii) as agreed with the Buyer from time to time:

(i) divest, or allow any Third Party Rights over, the shares of any Share Sale Company or any Subsidiary, or introduce any newThird Party Rights over the material assets of any Share Sale Company or Asset Sale Company;

(ii) change the share capital of any Share Sale Company or Subsidiary, including issuance of equity related instruments; amend thearticles of association of any Share Sale Company; or liquidate, merge, demerge or otherwise restructure any Share SaleCompany;

(iii) enter into any agreements or commitments involving capital expenditure without having consulted with the Buyer in advance andconsidering the Buyer’s input thereon for an amount in excess of DKK 5,000,000 in any transaction or related series oftransactions or DKK 20,000,000 in the aggregate;

(iv) let any Share Sale Company acquire or incur any indebtedness or make any loan to anyPerson;

(v) let any Share Sale Company enter into or engage in any hedging, securitization, derivative, factoring or swaptransaction;

(vi) let the Company (i) increase the compensation, including bonuses, pensions and other benefits, to any Key Employee; (ii)terminate or materially amend the employment terms of any Key Employee; or (iii) establish or amend any compensation orbenefit plan or collective bargaining agreement;

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(vii) initiate or settle any litigation which is material to theCompany;

(viii) terminate or amend the terms of any contract which is material to theCompany;

(ix) accelerate any payment of trade receivables, changing payment terms, or delay any payment of tradepayables;

(x) let any Share Sale Company (i) change any method of Tax accounting or other election in respect of Tax; or (ii) settle any audit,investigation, or other proceeding in respect of Tax; or (iii) enter into any agreement with, or request any Tax ruling from, anyTax authority, if any such action could result in a material increase in a liability for Tax of any Share Sale Company; or

(xi) agree, conditionally or otherwise, to do any of theforegoing.

7.2 Upon receipt of merger clearance the Seller shall provide such information on the Company and its business as is reasonably required by theBuyer as well as to provide reasonable access to the Company's employees.

8. Closing

8.1 Subject to the terms and conditions of this Agreement, Closing will take place at the offices of Moalem Weitemeyer Bendtsen, Amaliegade3-5, DK-1256 Copenhagen, Denmark, at 09:00 am (CET) a) on the first Business Day of a the month (provided that such Business Day isalso a banking day in Ireland and USA) following the month, where all of the conditions precedent referred to in clause 5 have been satisfiedor waived or are capable of being satisfied in connection with Closing, however, no earlier than on 1 January 2017 and provided that at least10 (ten) Business Days shall have passed since the satisfaction or waiver, as applicable, of such conditions precedents or b) at such otherdate agreed between the Parties. Closing shall in each case be deemed to take effect as of the last day of the calendar month immediatelypreceeding the Closing Date.

8.2 Closing will comprise the completion of the Transaction regarding (a) the Major Jurisdiction Companies and (b) any Residual JurisdictionCompanies agreed between the Parties prior to Closing.

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8.3 At Closing, the Seller must take the following actions and deliver to the Buyer or procure the following:

(i)The Company Specific Share Purchase Agreements relating to the Major Jurisdiction Companies (and any relevant Residual JurisdictionCompanies) signed by the relevant local Sellers.

(ii)The Company Specific Asset Purchase Agreements relating to the Major Jurisdiction Companies (and any relevant Residual JurisdictionCompanies) signed by the relevant Local Sellers.

(iii)The register of shareholders of each Share Sale Company being transferred at Closing and any certificates(s) in respect of the sharessubstantiating that the Buyer is registered as owner of the shares of each Share Sale Company being transferred at Closingfree from any Third Party Rights.

(iv)The registers of shareholders of each of the Subsidiaries and certificates in respect of all issued shares in the Subsidiaries substantiatingthat GN Otometrics Denmark is registered as owner of all of the shares and equity-related rights issued in each Subsidiaryfree from any Third Party Rights.

(v)Letters of resignation from the members of the board of directors of each Share Sale Company being transferred at Closing, which areelected by the general meeting (i.e. not employee representatives) attached as Schedule 8.3(v), stating that they will resign atClosing, and that they do not have any claims against the Company.

(vi)Letters of resignation from the auditor of each Share Sale Company being transferred at Closing attached as Schedule 8.3(vi) waiving anyclaims against the Company other than for fees for services rendered to the Company in the ordinary course of business priorto Closing. The fees are to be paid by the relevant Share Sale Company, and the Buyer shall procure that such payment ismade no later than on its due date, if the fees have not been settled on the Closing Date at the latest.

(vii)The corporate books and records for each Share Sale Company being transferred at Closing (or confirmation that such materials are keptat such Share Sale Company’s offices).

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(viii)The appropriate documentation that the transfer of the assets and liabilities has taken place in accordance with each Company SpecificAsset Purchase Agreement relating to a Major Jurisdiction Company (and any relevant Residual Jurisdiction Company beingtransferred at Closing).

(ix)Confirmation by the Seller substantially in the form as attached as Schedule 8.3(ix) stating whether any Material Adverse Effect hasoccurred between the Signing Date and the Closing Date.

(x)2 (two) copies of a USB stick containing a copy of the Due Diligence Documentation as of the Signing Date and the Closing Date,respectively.

(xi)Transcript from the Danish Business Authority evidencing the power of the persons signing this Agreement on behalf of the Seller to bindthe Seller with their signatures.

(xii)The Transitional Services Agreement signed by theSeller.

(xiii)A properly executed statement stating that interests in the Company do not constitute “United States real property interests” underSection 897(c) of the Internal Revenue Code of 1986, as amended, for purposes of satisfying Buyer’s obligations under U.S.Treasury Regulation Section 1.1445-2(c)(3). In addition, simultaneously with delivery of such statement, the Seller provideto Buyer, as agent for the Seller, a form of notice to the Internal Revenue Service in accordance with the requirements ofU.S. Treasury Regulation Section 1.897-2(h)(2) along with written authorization for the Buyer to deliver such notice form tothe Internal Revenue Service on behalf of the Seller upon the consummation of the Transaction.

(xiv)The appropriate documentation that the Seller has complied with its obligations in clause 6.4.

8.4 At Closing, the Buyer must take the following actions and deliver to the Seller or procure the following:

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(i)The Company Specific Share Purchase Agreements relating to the Major Jurisdiction Companies (and any relevant Residual JurisdictionCompanies) signed by the relevant Local Buyers.

(ii)The Company Specific Asset Purchase Agreements relating to the Major Jurisdiction Companies (and any relevant Residual JurisdictionCompanies) signed by the relevant Local Buyers.

(iii)Documentary evidence that the Estimated Purchase Price has been transferred to the Seller's Bank Account in cash with the Closing Dateas value date.

(iv)Certified copies of (i) a Secretary's Certificate (under U.S. law), together with (ii) a third party confirmation or validation, evidencing thatthe Buyer has full corporate power and all necessary authority to consummate this Agreement, and which are required toevidence the authority of the individuals having executed this Agreement on behalf of the Buyer and any document executedand/or delivered by the Buyer at Closing.

(v)The Transitional Services Agreement signed by theBuyer.

8.5 The Closing actions must be documented in a Closing Memorandum. The Seller shall, no later than 10 (ten) Business Days before thecontemplated Closing Date, deliver a draft Closing Memorandum to the Buyer.

8.6 The actions taken under clauses 8.3 and 8.4 are to be deemed to have occurred simultaneously, and none of the actions taken by one Partyare to be considered performed until and unless all the actions to be performed by the other Party have been performed or explicitly waivedby the recipient Party. At Closing, the Parties must approve and sign the Closing Memorandum.

8.7 Each Party is entitled to waive fulfilment by the other Party of any of the other Party’s obligations at Closing, in whole or inpart.

8.8 If a Party’s obligations under clauses 8.3, items (i)-(iv), (viii)-(ix), (xi) and (xii), and 8.4, items (i)-(v), are not complied with by the ClosingDate, the Parties may agree to:

(i) defer Closing (so that the provisions of this clause 8 will apply to the deferred Closing);or

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(ii) proceed to Closing as far as practicable without limiting its rights under this Agreement as a consequencethereof.

8.9 If a Party’s obligations under clause 8.3, items (v)-(vii), (x), (xiii) or (xiv) are not complied with by the Closing Date, the Parties agree toproceed to Closing as far as practicable without limiting its rights under this Agreement as a consequence thereof.

8.10 If Closing has not occurred on or before 23:59 CET on 30 June 2017, this Agreement may be terminated by either Party by giving writtennotice of immediate termination of the Agreement to the other Party.

8.11 If a Party terminates this Agreement pursuant to clauses 8.8 or 8.9, all obligations of the Parties under this Agreement will end immediately,except for those expressly stated to continue without limitation in time and those set out in clauses 22 to 23. However, for the avoidance ofdoubt, all rights and liabilities of the Parties which have accrued before termination or as a consequence of termination will continue toexist.

9. Post-ClosingCovenants

9.1 ResidualClosing

9.1.1 After Closing, the Parties shall work jointly and loyally to finalise any Company Specific Purchase Agreements relating to ResidualJurisdiction Companies for which, and to the extent, the Transaction is not completed at Closing and to complete the Residual Closing.

9.2 Change of Control Contracts and Change of Control Permits for Residual JurisdictionCompanies

9.2.1 The Parties shall take all reasonable steps to obtain the consents prior to the Residual Closing under any Change of Control Contracts andany Change of Control Permits for Residual Jurisdiction Companies.

9.2.2 If any consent required in connection with the assignment by the Local Seller to the Local Buyer or the sale of the shares in the Share SaleCompany, as the case may be, of any of the Change of Control Contracts or Change of Control Permits for Residual Jurisdiction Companieshas not been obtained prior to the Residual Closing then, until such consents are obtained by the Buyer, the Seller and the

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Buyer must co-operate to ensure that (i) the Buyer receives the benefit (less any related costs incurred by the Sellerwhich would have been incurred by the Buyer had such Change of Control Contract or Change of Control Permit been assigned to the Buyer,including, without limitation, any Tax) of any rights of the Seller or the Company under such Change of Control Contract or Change ofControl Permit; (ii) a transitional arrangement (Back-To-Back Arrangement) designed to provide such benefits to the Buyer is implemented;and (iii) if so desired by the Buyer; (a) such Change of Control Contract or Change of Control Permit are terminated; and/or (b) any rights ofthe Seller or Local Seller arising from such Change of Control Contract or Change of Control Permit are enforced. To the extent the Buyerreceives the benefits under any such Change of Control Contracts or Change of Control Permits as contemplated by this clause 9.2, the Buyershall fully and timely perform all of the obligations of the Seller under such Change of Control Contracts or Change of Control Permits andindemnify, defend and hold harmless the Seller from all such obligations, and any actions taken by the contracting counterparty or any otherparty in connection therewith, but only to the extent that such action is predominantly based upon or arises out of the performance (includingfor the sake of clarity omissions) by the Buyer of such obligations of the Seller after the Residual Closing.

9.3 Wrong PocketTransfer

9.3.1 If, after Closing, or the relevant Residual Closing, and for a period ending 150 (one-hundred-and-fifty) Business Days after the relevantdate, it is found that any payment from any third party, right, title or interest in any asset or a liability which does not form part of theCompany that has been transferred from the Seller or if, after Closing and for a period ending 150 (one-hundred-and-fifty) Business Dayshereafter, it is found that any Intellectual Property Rights, tangible or intangible property, contractual arrangement, Permit, employee or anyother asset or liability which either (a) should have been transferred to the Buyer as part of the Transaction, but has not been transferred; or(b) has been transferred to the Buyer as part of the Transaction, but should not have been transferred, then:

9.3.1.1 either Party shall notify the other in writing as soon as practicable after such matters come to its knowledge;

9.3.1.2 at the expiry of the above-mentioned period, the Parties shall procurethat:

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(i)each Wrong Pocket Asset or Liability is transferred to the other Party for no consideration and subject to no costs, fees etc. (“WrongPocket Transfer”); and

(ii)the Party in question, as the case may be, shall perform all such additional acts and deeds and shall execute such documents in a formreasonably satisfactory to the other Party as may be necessary to validly effect the Wrong Pocket Transfer; and

(iii)each Party shall hold the Wrong Pocket Asset or Liability in trust for the other Party until such time as the Wrong Pocket Transfer isvalidly effected and registered, as the case may be.

9.3.2 Each of the Parties shall ensure that their respective Affiliates and Representatives deliver, or cause to be delivered, the necessary documentsas well as perform the necessary actions of a procedure as set out above.

9.3.3 For the avoidance of doubt, the limitations set forth in clause 16 are notapplicable.

9.3.4 In connection with any Wrong Pocket Transfer, the Parties must determine whether the Wrong Pocket Transfer would have had an influenceon the Adjustment Amount had the Wrong Pocket Transfer been completed at Closing or the Residual Closing, as applicable. If and to theextent that the Wrong Pocket Transfer would have had an influence on the Adjustment Amount, the Parties must adjust the Final PurchasePrice as if the Wrong Pocket Transfer had been completed at Closing or the Residual Closing, as applicable, and the Party in whose favourthe Adjustment Amount was calculated erroneously shall pay the difference to the other Party without undue delay.

10. Back-To-BackArrangements

10.1 For any assets and/or liabilities are not wholly or partially transferred at Closing, the Seller shall, and shall procure that the Local Sellers,transfer the net economic benefit (i.e. less any related costs incurred by the Seller which would have been incurred by the Buyer had theassets and/or liabilities been acquired by the Buyer at Closing, including, without limitation, any Tax) and net cash flow of the relevant non-transferred assets and/or liabilities to the relevant Local Buyer (or from the relevant Local Buyer to the relevant Local Seller in case of anegative net economic benefit or negative net

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cash flow) as if the Local Buyer had acquired the asset as of Closing (each a “Back-To-Back Arrangement”).

10.2 Under each Back-To-Back Arrangement, the historical working capital related to the relevant assets and/or liabilities (e.g. trade debtor, tradereceivables or inventory) prior to and at Closing is for the benefit or liability, as the case may be, of the Seller until it is offset, and any newworking capital established after Closing relating to the relevant assets and/or liabilities is for the benefit or liability, as the case may be, ofthe Buyer.

10.3 For the avoidance of doubt, the Back-To-Back Arrangements will continue after the Residual Closing if and to the extent required to giveeffect to the working capital transfer described above.

11. ResidualClosing

11.1 The Residual Closing will take place at the offices of Moalem Weitemeyer Bendtsen, Amaliegade 3-5, DK-1256 Copenhagen, Denmark,within 15 (fifteen) Business Days after the latter of (i) the relevant Company Specific Purchase Agreement for the Residual JurisdictionCompany having been finalised; and (ii) any required steps to transfer the assets and liabilities or shares, as relevant, of the relevant ResidualJurisdiction Company, having been completed.

11.2 The Parties agree that the Residual Closing is not subject to any conditions precedent, and the failure to fulfil steps in connection with thetransfer of assets, including obtaining consents to transfer Change of Control Clauses and/or Change of Control Permits, must, to the extentpossible, not prevent the Residual Closing. If specific steps cannot be completed, the Residual Closing must take place at a time agreedbetween the Parties and must be completed to the extent possible.

11.3 At the Residual Closing, the Seller must take the following actions and deliver to the Buyer or procure thefollowing:

(i)The Company Specific Share Purchase Agreements relating to the relevant Residual Jurisdiction Companies signed by the relevant LocalSellers.

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(ii)The Company Specific Asset Purchase Agreements relating to the relevant Residual Jurisdiction Companies signed by the relevant LocalSellers.

(iii)The register of shareholders of each Share Sale Company being transferred at the Residual Closing and any certificates(s) in respect ofthe shares substantiating that the Buyer is registered as owner of the shares of each Share Sale Company being transferred atthe Residual Closing free from any Third Party Rights.

(iv)Letters of resignation from the auditor of each Share Sale Company being transferred at the Residual Closing attached as Schedule 8.3(v)waiving any claims against the Company other than for fees for services rendered to the Company in the ordinary course ofbusiness prior to Closing. The fees are to be paid by the relevant Share Sale Company, and the Buyer shall procure that suchpayment is made no later than on its due date, if the fees have not been settled on the Closing Date at the latest.

(v)The corporate books and records for each Share Sale Company being transferred at the Residual Closing (or confirmation that suchmaterials are kept at such Share Sale Company’s offices).

(vi)The appropriate documentation that the transfer of the assets and liabilities has taken place in accordance with each Company SpecificAsset Purchase Agreement relating to a relevant Residual Jurisdiction Company.

11.4 At the Residual Closing, the Buyer must take the following actions and deliver to the Seller or procure thefollowing:

(i)The Company Specific Share Purchase Agreements relating to the relevant Residual Jurisdiction Companies signed by the relevant LocalBuyers.

(ii)The Company Specific Asset Purchase Agreements relating to the relevant Residual Jurisdiction Companies signed by the relevant LocalBuyers.

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11.5 The Residual Closing actions are documented in a Residual Closing Memorandum. The Seller shall, no later than 5 (five) Business Daysbefore the Residual Closing, deliver a draft Residual Closing Memorandum to the Buyer.

11.6 The actions taken under clauses 11.3 and 11.4 are to be deemed to have occurred simultaneously, and none of the actions taken by one Partyare to be considered performed until and unless all the actions to be performed by the other Party have been performed or explicitly waivedby the recipient Party. At the Residual Closing, the Parties must approve and sign the Residual Closing Memorandum.

11.7 Each Party is entitled to waive fulfilment by the other Party of any of the other Party’s obligations at the Residual Closing, in whole or inpart.

11.8 If a Party’s obligations under clauses 11.3, items (i)-(iii) and (vi), to 11.4, items (i)-(ii), are not complied with by the date of the ResidualClosing, then the other Party may:

(i) Defer the Residual Closing (so that the provisions of this clause 11 will apply to the deferred ResidualClosing);

(ii) proceed to the Residual Closing as far as practicable without limiting its rights under this Agreement as a consequence thereof;or

(iii) notify the other Party that the Residual Closing must be completed as a Back-To-Back Arrangement in accordance with clause 9above.

11.9 If a Party’s obligations under clause 8.3, items (iv)-(v) are not complied with by the Closing Date, the Parties agree to proceed to Closing asfar as practicable without limiting its rights under this Agreement as a consequence thereof.

11.10 The Residual Closing shall take place at the latest 36 (thirty-six) months after the Closing Date. To the extent any Residual Closing has fullyor partially not been completed at this date, the Back-To-Back Arrangement(s) for the relevant assets and liabilities will continue until suchtime as the assets or liabilities are no longer relevant to the Company.

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12. Buyer’sInvestigations

12.1 Prior to the Signing Date, the Buyer and the Buyer's Representatives have been provided with access to a virtual data room (the “VirtualData Room”) prepared by the Seller containing the documentation in relation to the Company listed in Schedule 12.1 (the “Due DiligenceDocumentation”). Further, the Company’s management has made presentations of the Company and its activities to the Buyer and itsRepresentatives who have been permitted to ask questions to the Company’s management and Representatives, minutes of such sessionsforming part of the Due Diligence Documentation.

13. Seller's Warranties

13.1 As of Signing, the Seller makes the representations and warranties set out in Schedule 13.1 to and for the benefit of the Buyer subject to andqualified by all matters, facts or information (i) Disclosed; (ii) mentioned in this Agreement; or (iii) within the Buyer’s Knowledge. TheSeller's Warranties are repeated by the Seller on and as of the Closing Date, except for the Seller's Warranties out in clauses 5.2 (KeyEmployee resignation), 5.4 (claims from former employees), 6.1 (no insurance claims), 6.2 (cancellation of insurance policies), 7.2(termination of lease), 8.4 (compliance with environmental Laws), 9.3 (termination of contracts), 11.3-11.5 (IPR infringement), 11.9 (breachof IPR agreement), 15.2 (compliance with Law), 15.4-15.7 (compliance with certain Laws), and 16.1-16.2 (pending and threatenedjudgments) of Schedule 13.1, which shall be deemed given only as of Signing. The Buyer cannot rely on any assumptions, warranties ordeclarations not explicitly stated in this Agreement. The Seller gives no Seller’s Warranties in respect of information on prospectsconcerning the future, including as set out in any presentations, budgets and forecasts, regardless of whether such information is included inthe Due Diligence Documentation or has otherwise been communicated to the Buyer.

13.2 For the avoidance of doubt, the Seller issues no representation or warranty and undertake no liability with respect to budgets, financialforecasts or any other information relating to the future development of the Company.

13.3 Notwithstanding the above, Warranties given under clauses 1 (Authority), 2 (Title) and 4 (Tax) of Schedule 13.1 (“FundamentalWarranties”), are not subject to any qualifications, including the qualifications above.

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14. Buyer’s Warranties

The Buyer represents and warrants to the Seller as follows:

14.1 Capacity of theBuyer

14.1.1 The Buyer is duly incorporated and validly existing under the Laws of the Republic ofIreland.

14.1.2 The Buyer has full corporate power and authority to execute this Agreement and to consummate and perform or cause to be performed itsobligations under this Agreement.

14.1.3 The Buyer has taken all actions required to authorise the execution of this Agreement and the consummation of the transactionscontemplated hereby.

14.1.4 This Agreement has been duly executed by the Buyer and is a valid and binding obligation on the Buyer enforceable in accordance with itsterms, except as such enforceability may be limited by applicable bankruptcy, insolvency or other similar Laws which affect theenforcement of creditors’ rights in general.

14.1.5 The Buyer is not required to have this Agreement and the fulfilment of its obligations under this Agreement approved by any shareholder,creditor or other Person or to file or register this Agreement with any public authority, except that the Buyer is required to file thisAgreement with the U.S. Securities and Exchange Commission.

14.1.6 There are no actions, claims or other proceedings or investigations pending or, to the Buyer's Knowledge, threatened against or involving theBuyer, which, individually or in the aggregate, may prevent the Buyer from consummating the transactions contemplated in this Agreementor affect the validity or enforceability of this Agreement.

14.2 NoBreach

14.2.1 The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby willnot:

(i) violate any provision of the Corporate Documents of theBuyer;

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(ii) violate any material order, judgement, injunction, award or decree of any court, arbitrator or governmental or regulatory bodyagainst, or binding upon the Buyer; and/or

(iii) violate any Law applicable to the Buyer.

14.3 Capacity of the LocalBuyers

14.3.1 Each Local Buyer is duly incorporated and validly existing under the Laws of its jurisdiction ofincorporation.

14.3.2 Each Local Buyer has full corporate power and authority to execute the relevant Company Specific Purchase Agreement and to consummateand perform or cause to be performed its obligations under the relevant Company Specific Purchase Agreement.

14.3.3 Each Local Buyer has taken all actions required to authorise the execution of the relevant Company Specific Purchase Agreement and theconsummation of the transactions contemplated thereby.

14.3.4 This Agreement has been duly executed by the Buyer and is a valid and binding obligation of the Buyer enforceable in accordance with itsterms, except as such enforceability may be limited by applicable bankruptcy, insolvency or other similar Laws which affect theenforcement of creditors’ rights in general.

14.3.5 No Local Buyer is required to have the relevant Company Specific Purchase Agreement and the fulfilment of its obligations under therelevant Company Specific Purchase Agreement approved by any shareholder, creditor or other Person or to file or register this Agreementwith any public authority.

14.3.6 There are no actions, claims or other proceedings or investigations pending or, to the Buyer's Knowledge, threatened against or involvingany Local Buyer, which, individually or in the aggregate, may prevent any Local Buyer from consummating the transactions contemplated inthe relevant Company Specific Purchase Agreement or affect the validity or enforceability of the relevant Company Specific PurchaseAgreement.

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14.4 NoBreach

14.4.1 The execution, delivery and performance of the Company Specific Purchase Agreement and the consummation of the transactionscontemplated thereby will not:

(i) violate any provision of the Corporate Documents of any LocalBuyer;

(ii) violate any material order, judgement, injunction, award or decree of any court, arbitrator or governmental or regulatory bodyagainst, or binding upon any Local Buyer; and/or

(iii) violate any Law applicable to any Local Buyer.

14.5 No Breach of Seller'sWarranties

14.5.1 To the Buyer’s Knowledge, no matters or facts exist which render, or are likely to render, any of the Seller's Warranties untrue or incorrectas of the Signing Date, and where appropriate, the Closing Date, of which the Seller is not aware.

15. Specific Indemnities

15.1 Disputes

15.1.1 The Seller shall use best efforts to settle the following disputes:

(i) The lawsuit by e3 Diagnostics, Inc. against four employees of Audiology Systems, Inc. for alledged violation of competitionclauses covering sales activities in the State of Florida, United States; and

(ii) The lawsuit by former employee Anne Martel against Genie Audio, Inc. for alledged breach of Anne Martel’s employmentcontract.

15.1.2 To the extent that the Seller is not able to settle the above-mentioned lawsuits before Closing, the Seller agrees to indemnify on a USD-for-USD basis (without such indemnification being subject to (a) any of the limitations set forth in clause 16 of this Agreement; or (b) thecontents of the Due Diligence Documentation) the Buyer against any damages which may be awarded against the Buyer as well as anyreasonable attorneys' costs incurred by the Buyer (but for the avoidance of doubt not

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other costs or Loss, including Loss as the result of an injunction), provided the Buyer gives the Seller full control of thedefence of the claims. The Seller shall keep the Buyer duly informed of any progress of any of the above-mentioned lawsuits.

15.2 US tax claims

15.2.1 The Seller shall indemnify and hold harmless the Buyer against any Loss (disregarding the limitations and restrictions set out in clause 16)up to a maximum of USD 5,000,000 incurred by the Buyer as a result of the Buyer's IRS Section 338(g) election as specified in clause 20.2below. For the avoidance of doubt, if the Buyer does not fully utilize Audiology Systems, Inc.'s tax attributes and this is primarily due to theBuyer’s own acts or omissions, the Seller shall not be obliged to indemnify and hold the Buyer harmless for this.

15.2.2 The Seller shall indemnify and hold harmless the Buyer against any Loss – which does not fall within the specific indemnity in clause 15.2.1– incurred by the Buyer (disregarding the limitations and restrictions set out in Clause 16) as a result of (i) Audiology Systems, Inc.'s failureto accurately report the amount of its tax net operating losses, tax basis in its assets, tax credits, or other tax attributes on its U.S. federalincome tax returns, and (ii) the Company’s failure to pay or provide for the payment of Taxes for any period prior to Closing as set out inclause 6.4.2 above, including without limitation Tax payments, penalties and interest. For the avoidance of doubt, the specific indemnity inclause 15.2.2 shall not be subject to any amount limitation, except that the Seller shall not be liable for the Buyer’s Loss relating to externaladvisor costs in excess of USD 250,000. The Buyer shall not take any action or make any omission designed to or likely to increase oraccellerate any potential Loss as described in this clause 15.2.2 and the Seller shall not be liable for Loss resulting from such actions oromissions – except where the Buyer is obligated to take or omit such actions under mandatory provisions of Law.

16. Indemnification

16.1 Obligation of the Buyer toIndemnify

16.1.1 The Buyer agrees to indemnify, defend and hold harmless the Seller from and against all Losses suffered or based upon any Breach of anyof the Buyer’s Warranties or any obligation of the Buyer contained in this Agreement. The Loss must be calculated in accordance with thegeneral rules of Danish Law.

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16.1.2 If a Warranty Breach may be remedied, the Buyer is entitled to remedy such Warranty Breach at its own cost within 10 (ten) Business Daysafter the Buyer’s receipt of the Seller’s notice of a Claim. The Claim will cease to exist to the extent that the Buyer remedies such WarrantyBreach, but this clause 16.1.2 does not limit the Buyer’s obligation to indemnify the Seller for any Loss arising from such Warranty Breachto the extent that the Seller has not been reimbursed for such Loss by the Buyer’s remediation of that Warranty Breach.

16.2 Obligation of the Seller to Indemnify

16.2.1 Subject to the limitations contained in this clause 16, the Seller agrees to indemnify, defend and hold harmless the Buyer (with any paymentto the Buyer being considered a reduction of the Final Purchase Price) from and against all Losses suffered or based upon any breach of anyof the Seller's Warranties or any obligation of the Seller contained in this Agreement. For the avoidance of doubt, the Specific Indemnities inclause 15 will not be subject to the limitations set out in this clause 16.

16.2.2 If a Warranty Breach may be remedied, the Seller is entitled to remedy such Warranty Breach at its own cost within 10 (ten) Business Daysafter the Seller's receipt of the Buyer's notice of the Claim. The Claim will cease to exist to the extent that the Seller remedies such WarrantyBreach and its effects, but this clause 16.2.2 will not limit the Seller's obligation to indemnify the Buyer for any Loss arising from suchWarranty Breach to the extent that the Buyer has not been reimbursed for such Loss by the Seller's remediation of that Warranty Breach.

16.3 Limitations

16.3.1 The Seller is not liable to pay indemnification against any Loss caused by a change in legislation after Closing, or the Residual Closing, asthe case may be, which has retrospective effect, or by voluntary actions taken or omissions made by the Buyer or the Company afterClosing, or the Residual Closing, as the case may be, other than actions taken in the ordinary course of business or pursuant to a legallybinding commitment created on or before Closing, or the Residual Closing, as the case may be, by the Seller or the Company or other thanto comply with mandatory Law or an obligation on the Company.

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16.3.2 The Seller is not liable to pay indemnification against any Loss to the extent that a specific and identifiable provision has been made for thatLoss in the Closing Statement.

16.3.3 The Seller is not to pay indemnification for any indirect or consequential Loss.

16.3.4 The Seller is not liable for the Buyer's Lossunless:

(i) each Loss exceeds USD 500,000 (the “De Minimis Threshold”), and in that case, the Seller is liable for the full amount;and

(ii) the total amount of the Buyer's Losses, each exceeding the De Minimis Threshold, amounts to at least USD 4,000,000 (the“Basket”), and in that case, the Seller is liable for the whole amount of such Losses and not merely for the amount in excess ofthe Basket (tipping basket).

16.3.5 The Seller's maximum aggregate liability for Claims in respect of any Loss is USD 15,000,000 (the“Cap”).

16.3.6 The De Minimis Threshold, the Basket and the Cap shall not apply to any breach of the FundamentalWarranties.

16.3.7 The Seller is not liable for the Buyer’s Loss if the Buyer fails to provide a Claim Notice to the Seller no later than the first Business Dayafter 18 (eighteen) months after the Closing Date.

16.3.8 Notwithstanding clause 16.3.7, the Seller's obligation to pay any amounts of indemnification under clauses 1 (Title) and 2 (Authority) willnot expire until 3 (three) months after the expiry of the applicable statute of limitation and the Seller's obligation to pay any amounts ofindemnification under clause 4 (Tax) of Schedule 13.1 will not expire until 3 (three) months after the expiry of the statute of limitation underwhich claims of competent Tax authorities may be raised against the Company.

16.3.9 The Buyer cannot raise Claims against the Seller’s Representatives and/or of any Representatives of the Share Sale Company or Asset SaleCompany as a result of a Breach by the Seller.

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16.4 Exclusion of Limitations and otherRemedies

16.4.1 The Buyer is not entitled to terminate this Agreement or demand a proportionate reduction of the Final Purchase Price (in Danish:“forholdsmæssigt afslag”).

16.5 Calculation ofLoss

16.5.1 The Seller must pay indemnification on a USD-for-USD basis by cash payment to the Buyer. Any Loss must be calculated without takinginto account any multiple used for the calculation of the Enterprise Value.

16.5.2 The Loss must be calculated in accordance with the general rules of Danish Law, however, subject to the limitations of this clause16.

16.5.3 When calculating a Loss, any amount or benefit that the Buyer and/or the Company has received or was eligible to receive from a third partywhich is directly referable to the Warranty Breach must be set off against the Buyer’s Claim against the Seller, including:

(i) any Tax savings that the Buyer and/or the Company has received or was eligible to receive;and

(ii) any insurance benefit that the Buyer and/or the Company has received or was eligible toreceive.

16.5.4 When calculating Losses sustained in foreign currencies, including whether or not such Losses exceed the De Minimis Threshold and theBasket, such Loss must be converted into USD at the official foreign exchange rate of the United States Federal Reserve Bank at the timewhen the Claim is notified to the Seller.

16.5.5 The Buyer shall use all reasonable efforts to mitigate any Loss for which a Claim is notified to the Seller and the Buyer shall cause that theCompany does the same in accordance with the general rules of Danish Law.

16.6 RecoveryAmount

16.6.1 If the Buyer and/or the Company subsequently receives any amount or benefit (a “Recovery Amount”) from any third party in respect of aLoss against which the Seller has already indemnified the Buyer, the Buyer must repay to the Seller an amount equal to the RecoveryAmount (less all reasonable

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documented costs, charges and expenses incurred in making such recovery) with the addition of Interest from the dateon which the Recovery Amount was received from such third party.

16.7 Fraud and wilfulmisconduct

16.7.1 The limitations of the Seller's obligation to indemnify the Buyer set out in this clause 16 do not apply if the relevant breach is caused by theSeller's fraud or wilful misconduct.

17. Claim Notice, Dispute of Claim and Third Party Claims

17.1 Notice ofClaim

17.1.1 Each Claim must be notified in writing (a “Claim Notice”) by the Buyer to the Seller no later than 30 (thirty) Business Days after the Buyerhas become aware or reasonably ought to have become aware of the Claim.

17.1.2 Any Claim Notice must include a reasonably detailed description of the Claim (insofar as such details are known), its actual and legal basisand a calculation of the Loss or the estimated Loss accompanied by all documentation necessary to reasonably support the Claim.

17.1.3 The Buyer’s failure to give notice pursuant to clause 17.1.1 will result in the Claim being forfeited by the Buyer but only if and to the extentsuch failure has caused an increase in the Loss in respect of the relevant matter. Notwithstanding the above, if the Buyer has not issued theClaim Notice within 120 (one-hundred-and-twenty) Business Days after the Buyer has become aware or ought to have become aware of theClaim, the Claim will be forfeited by the Buyer.

17.2 Dispute ofClaim

17.2.1 If the Seller disputes a Claim notified by the Buyer, in full or in part, the Seller must give the Buyer notice no later than 20 (twenty)Business Days after receipt of the Claim Notice. The Seller's dispute notice to the Buyer must in reasonable detail describe the actual andlegal basis for the dispute.

17.2.2 The Buyer may hereafter submit its written complaint (in Danish: “klageskrift”) in accordance with clause 23 against the Seller within 60(sixty) Business Days after the Buyer has received notice that

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the Seller disputes the Claim. The written complaint must include the Buyer’s statement of its Claim, arguments anddocuments supporting the Claim. This clause 17.2.2 shall only apply if the Buyer's Loss is in excess of the Basket.

17.3 Third PartyClaims

17.3.1 If the grounds for a Claim in relation to the Seller's Warranties is a claim or potential claim by a third party (a “Third Party Claim”), theBuyer must give notice to the Seller, and the Buyer may not approve, reject or compromise such Third Party Claim without the Seller's priorwritten approval. The Seller may choose to approve, reject or compromise at its own expense and by its own counsel, any Third Party Claimsubject to accepting to indemnify the Buyer for any Loss incurred by the Buyer resulting from the Third Party Claim.

17.3.2 If the Seller intends to approve, reject or compromise any Third Party Claim, the Seller must notify the Buyer thereof no later than 20(twenty) Business Days after receipt of the Buyer's notice under clause 17.3.1. The Buyer undertakes to ensure that any books, records, otherdocuments and employees of the Company, which, in the Seller's opinion, are necessary or desirable for such defence, are made available tothe Seller and the Seller's counsel. The Buyer shall, as reasonably requested by the Seller and at the Seller’s expense, cooperate to approve,reject or compromise such Third Party Claim. The Seller undertakes to keep the Buyer informed of the status of any proceedings.

17.3.3 If the Seller chooses not to approve, reject or compromise a Third Party Claim, the Buyer must keep the Seller informed on an on-goingbasis of any significant developments in the matter.

18. RestrictiveCovenants

18.1 Non-Compete and Non-Solicitation

18.1.1 The Seller undertakes to refrain from, and procure that its Affiliates, directly or indirectly, refrain from:

(i) for a period until 36 (thirty-six) months after the Closing Date, be engaged in any business (whether as holder of participatinginterests, as investor or in any other way) which provides goods or services of a nature identical or similar to the Company if suchbusiness is in

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direct competition with the business conducted by the Company at Signing – and for the avoidance of doubt excludingany actions in accordance with this Agreement, e.g. Back-To-Back Arrangements;

(ii) for a period of 36 (thirty-six) months after the Closing Date soliciting or enticing away or attempting to solicit or enticing awayfrom the Buyer any customer or supplier of the Company, or causing or seeking to cause to be terminated or adversely affected,any agreement or arrangement of any kind, including any contract or agreement pertaining to the Company’s business or fromwhich the Company’s business benefits; and

(iii) for a period of 6 (six) months after the Closing Date solicit, engaging or enticing away or attempting to solicit, engage or enticeaway, any of the employees of the Company as long as such employees are employed with the Company, it being understood thatthis covenant shall not prevent any current or former employee from making any unsolicited application to or responding to anypublic employment offer from the Seller or prevent the Seller from hiring such employees.

18.1.2 The obligations in this clause 18.1 apply to actions carried out by the Seller in any capacity (including as shareholder, partner, director,

principal, consultant, officer, agent or otherwise) and whether directly or indirectly, on the Seller's own behalf or on behalf of, or jointlywith, any other person.

18.1.3 Each of the undertakings in this clause 18.1 is considered fair and reasonable by the Parties and is a separate undertaking enforceableseparately and independently of any person’s right to enforce any one or more of the other undertakings in this clause 18.1.

18.1.4 In case of the Seller's breach of its obligations under clause 18.1.1, and in case such breach has not been remedied by the Seller within 10(ten) Business Days from having received written notice from the Buyer alleging that a breach has occurred, the Seller shall pay the Buyeran agreed penalty of USD 250,000 for each violation. For the purposes of calculating such penalty, each week during which a violationcontinues to exist shall be considered one separate violation. The payment of any penalty shall not cure the breach by the Seller or itsAffiliates of clause 18.1.1, nor shall it prevent the Buyer or its Affiliates from initiating, or limit their rights to initiate, legal action in respectof any Loss

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incurred by the Buyer or its Affiliates in excess of the penalty paid. The Buyer and its Affiliates will further be entitledto apply for an injunction against any such breach without provision of security.

18.2 Bookkeeping

18.2.1 The Buyer must ensure that the Company stores its bookkeeping records as required by the Danish Bookkeeping Act (in Danish:“Bogføringsloven”) (for Danish Company entities after Closing) or similar relevant local Law (for non-Danish Company entities afterClosing), and that the Seller and the Seller's Representatives will be able to gain access (having requested such access by giving the Buyerreasonable advance notice) to such records as the Seller may reasonably request.

19. Transitional Services Agreement and Otoscan DevelopmentAgreement

19.1 Transitional ServicesAgreement

19.1.1 The Parties have agreed that the terms of a transitional services agreement attached hereto as Schedule 19.1.1 (the “Transitional ServicesAgreement”) will be executed at Closing and come into effect as of Closing for the Major Jurisdiction Companies (and the ResidualJurisdiction Companies for which the Transaction will be completed at Closing, if any). The Parties agree that the service descriptions in theschedules to the Transitional Services Agreement shall be further detailed between Signing and Closing.

19.2 OtoscanDevelopment

19.2.1 The Parties have agreed to the terms for the joint development of “Otoscan” following Closing attached hereto as Schedule 19.2.1 (the“Otoscan Development Terms”).

20. JointTaxation

20.1 Denmark

The following Share Sale Companies will cease to be jointly taxed with the Seller from the Closing Date, as specified in Schedule 20.1:

GN Otometrics Denmark and Inmedico A/S.

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20.2 UnitedStates

20.2.1 The Buyer may make an election regarding Audiology Systems, Inc. under IRS Section 338(g) and similar applicable state law. The Buyerwill in relation hereto: a) forward the draft documents for the election to the Seller for review at least 15 Business Days prior to filing, and b)forward the draft tax return for Audiology Systems, Inc. covering the period for which the Section 338(g) election will be effective to theSeller for review at least 15 Business Days prior to filing.

20.2.2 The Seller shall have the right to request any reasonable changes made to the tax return to the extent that this may reduce any potentialliability or risk for the Seller and will not materially increase any potential liability or risk for the Buyer and/or the Company.

20.2.3 The Buyer shall immediately inform the Seller in case that the IRS announces tax audits or takes any other action that may lead to a claimfrom the Buyer under Seller’s indemnification for Buyer’s Section 338(g) election. The Seller shall have full insight into relevantcorrespondence with the IRS to the extent permitted under applicable law, and Buyer will not agree to any adjustment, decision or rulingfrom the IRS that will or may lead to a claim from Buyer under Seller’s indemnification for Buyer’s Section 338(g) election. Seller isentitled to, for his own expense, to take over any actual or threatening dispute between the IRS and Buyer if such dispute may lead to a claimfrom Buyer under Seller’s indemnification for Buyer’s Section 338(g) election.

21. ParentGuarantees

21.1 Buyer hereby guarantees on a joint and several basis (i) the performance by any Affiliate to which the Buyer assigns its righs andobligations under this Agreement, including its Schedules, and (ii) the performance by the Local Buyers of all of their obligations andliabilities under the relevant Company Specific Purchase Agreements.

21.2 Seller's Parent hereby guarantees on a joint and several basis the performance by the Seller of all of its obligations and liabilities under thisAgreement, including its Schedules, and the performance by the Local Sellers of all of their obligations and liabilities under the relevantCompany Specific Purchase Agreements.

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22. Confidentiality andPublicity

22.1 Each Party is obligated to ensure that, except as set out in this Agreement, any Confidential information:

(i) must under no circumstance be used in violation of applicable securitieslaws;

(ii) must not be distributed or disclosed in any way or form by the receiving Party to anyone except to those Representatives whoreasonably need to know such Confidential Information and who are informed of the confidential nature of the disclosedinformation and bound to confidentiality themselves to an extent no less stringent than the receiving Party under this Agreement;

(iii) must be kept confidential by the receiving Party with the same degree of care as is used with respect to the receiving Party’s ownconfidential information of similar nature to avoid disclosure to any third party, theft, damage, loss or unauthorized access, but atleast with reasonable care (including, but not limited to, organisations and technical measures); and

(iv) must not in any way be used to the detriment of the other Party or to benefit the receiving Party at the expense of the other Party.

22.2 Notwithstanding clause 22.1, each Party is entitled to disclose Confidential Information to relevant third parties if such ConfidentialInformation:

(i) was, as evidenced by written records, in the receiving Party’s possession without confidentiality obligation prior to receipt fromthe disclosing Party;

(ii) is at the time of disclosure already in the public domain or subsequently becomes available to the public other than by breach ofthis Agreement by the receiving Party or by breach of the corresponding obligations of its Affiliates or Representatives;

(iii) is lawfully obtained by the receiving Party from a third party, provided that such third party is, to the receiving Party’sknowledge, not in breach of any con dentiality agreement;

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(iv) is developed by the receiving Party independently from and without the bene t or use of any Con dentialInformation;

(v) is required to be disclosed by any decree or order of a governmental authority, stock exchange, by court or by an arbitrationtribunal or by mandatory law, provided that (a) written notice of such requirement, if and to the extent permissible by mandatorylaw, is given without undue delay, and in advance of such disclosure, to the disclosing Party so as to give the disclosing Party anopportunity to intervene; (b) the receiving Party uses its best efforts to obtain assurance that the Confidential Information will betreated as con dential by such authority, by marking Con dential Information as “Confidential" or with similar legend; (c)any disclosure compelled under such decree, order or tear is limited to the minimum requested disclosure; and (d) the Partiesmust to the extent permissible by law and practically possible seek to agree on the content of such required disclosure; or

(vi) has been approved for release in writing by the disclosing Party.

22.3 Furthermore, nothing in clause 22.1 restricts:

(i) the Buyer from informing customers or suppliers of the acquisition of the Company by the Buyer after Closing;and

(ii) any Party from making any disclosure to any of its Representatives who are required to receive such disclosure to carry out theirduties (conditional upon any such Person being informed of the confidential nature of the Confidential Information and agreeingto keep such Confidential Information confidential for as long as the disclosing Party is obliged to do so in accordance with thisclause).

22.4 Publicity

Immediately after the Signing Date, the Parties will issue a press release which is attached as Schedule 22.4.

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23. Governing Law andDisputes

23.1 This Agreement is governed and construed in accordance with the Laws of Denmark to the exclusion of any rules on choice of Law orjurisdiction that would refer the subject matter to another governing Law or jurisdiction.

23.2 Any dispute arising out of or in connection with this Agreement, including any disputes regarding the existence, validity or terminationthereof, must be settled by arbitration administrated by The Danish Institute of Arbitration in accordance with the rules of arbitrationprocedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced.

23.3 The dispute is to be decided by a panel of three arbitrators. Each Party will appoint one arbitrator. The third arbitrator, who must be thePresident of the Arbitral Tribunal, must be appointed jointly by the Parties.

23.4 If a Party fails to appoint an arbitrator within 30 (thirty) Business Days of submitting an application for arbitration or of receiving notice ofarbitration, the Danish Institute of Arbitration will appoint the arbitrator.

23.5 The arbitration proceedings will take place in Copenhagen, Denmark, and the language of the proceedings will be English unless the Partiesagree otherwise.

23.6 The Parties are not entitled to disclose any confidential information relating to the arbitration proceedings to any third party, including allinformation on any decision or arbitration award, unless the other Party has consented in writing to such disclosure. However, either Party isentitled to disclose information relating to the arbitration proceedings to a third party if such disclosure is made to protect its interests inrelation to the other Party or to comply with current legislation or public authority decisions, or if such disclosure is required under anylisting agreements.

24. Miscellaneous

24.1 Notices

24.1.1 Any notice to be given or other communication required or permitted under this Agreement must be in writing and in the English languageand be delivered by email to the individuals listed below:

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(a) If to the Buyer:

Natus Medical IncorporatedAttn.: James B. Hawkins6701 Koll Center Parkway, Suite 120CA 94566, PleasantonUnited StatesEmail: [email protected]

with a copy to:

Attorney-at-Law Bent KemplarKromann Reumert Law FirmSundkrogsgade 5DK-2100 CopenhagenDenmarkEmail: [email protected]

(a) If to the Seller:

GN Hearing A/SAttn.: Jesper Green SchouLautrupbjerg 7DK-2750 BallerupDenmarkEmail: [email protected]

with a copy to:

Attorney-at-Law Dan MoalemMoalem Weitemeyer Bendtsen Law FirmAmaliegade 3, 4th floorDK-1256 CopenhagenDenmarkEmail: [email protected]

24.1.2 Notices will be deemed to have been made on the date of the receipt thereof by the recipient as indicated on the return receipt or thetransmission report, as applicable.

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24.2 EntireAgreement

24.2.1 This Agreement (incl. the Company Specific Purchase Agreements and any other Schedules) and any other agreements executed inconnection with the consummation of the transactions contemplated herein contain the entire agreement between the Parties with respect tothe purchase of the Company and the related transactions and supersede all prior agreements, written or oral, relating to the subject matterhereof.

24.3 Waivers andAmendments

24.3.1 This Agreement may only be amended, superseded, cancelled, renewed or extended, and the terms hereof may only be waived, by way of awritten instrument signed by both Parties or, in the case of a waiver, by the Party waiving its rights under this Agreement.

24.3.2 No waiver of any particular Breach of the provisions of this Agreement may operate as a waiver of any repetition of suchBreach.

24.4 NoAssignment

24.4.1 Except as otherwise specifically set forth in this Agreement, rights and obligations set out in this Agreement may not be assigned, in full orin part, by any Party without the prior written consent of the other Party, provided however that the Buyer shall be entitled to assign its rightsand obligations under this Agreement (save as set out in Clause 21.1) to an Affiliate of the Buyer.

24.4.2 Notwithstanding the above, any Local Seller or Local Buyer may assign the rights and obligations to any Affiliate of such Local Seller orLocal Buyer, respectively, provided that the replacement Local Seller or Local Buyer, as the case may be, gives effect to the relevantCompany Specific Purchase Agreement on materially the same terms and with no material negative effects for the other Party (e.g. if theSeller carries out a demerger of the Local Seller prior to the completion of the Company Specific Purchase Agreement).

24.5 Schedules

24.5.1 The Schedules are to be regarded as an integrated part of this Agreement. All references herein to clauses, sub-clauses and Schedules are tobe deemed references to such parts of this Agreement, unless the context requires otherwise. In the event of any discrepancy between theAgreement and a Schedule,

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the Agreement supersedes.

24.6 Costs and Expenses

24.6.1 Unless otherwise explicitly stated in this Agreement, each Party shall pay its own costs relating to the negotiation, preparation and executionof this Agreement, including the costs and expenses of its own legal, financial and other advisors and Representatives.

24.6.2 50 % of the amount of any non-refundable Transfer Taxes paid by a Party shall promptly upon notice to the other Party, including sufficientdocumentation for the nature, amount and due payment of the Transfer Taxes, be refunded by the other Party. To the extent permitted byapplicable law, the Buyer and the Seller shall cooperate with each other to obtain exemptions from or reductions of any Transfer Taxes. Tothe extent any interest, fines, penalties and additions attributable to or imposed with respect to Transfer Taxes is caused by the acts oromissions of a Party, such interest, fine, penalty or addition shall be borne by the Party by whoms acts or omissions the relevant interest,fine, penalty or addition was caused.

24.7 Interpretation

24.7.1 This Agreement is the result of the Parties' negotiations and it must not be interpreted against a Party as a consequence of such Party havingdrafted one or more of the provisions of this Agreement.

24.7.2 The headings of this Agreement are for guidance only and have no legal effect on the understanding or interpretation of the provisions ofthis Agreement.

_______

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This Agreement has been executed in two original copies, of which the Seller and the Buyer each receives one copy.

Date: 25 September 2016

For and on behalf of GN Hearing A/S:

_/s/Anders Hedegaard ___ _/s/Marcus Desimioni___________Anders Hedegaard, CEO Marcus Desimioni, CFO


With regard to clause 21, for and on behalf of GN Store Nord A/S:

__/s/Anders Hedegaard_________ _/s/Marcus Desimioni___________Anders Hedegaard, CEO Marcus Desimioni, CFO


For and on behalf of Natus Medical Incorporated:

___/s/James B. Hawkins _______James B. Hawkins

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Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICERPURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James B. Hawkins, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Natus Medical Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respectto the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in thisreport;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed underour supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based onsuch evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing theequivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

Date: November 3, 2016

/s/ James B. Hawkins James B. Hawkins President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICERPURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jonathan Kennedy, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Natus Medical Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respectto the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in thisreport;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed underour supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based onsuch evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing theequivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

Date: November 3, 2016

/s/ Jonathan A. Kennedy Jonathan A. Kennedy Executive Vice President and Chief Financial Officer

EXHIBIT 32.1

CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICERPURSUANT TO TITLE 18, UNITED STATES CODE, SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Natus Medical Incorporated (the “Company”) on Form 10-Q for the quarter endedSeptember 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James B. Hawkins,President and Chief Executive Officer of the Company, certify, pursuant to Title 18, United States Code, Section 1350, as adopted pursuantto Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations ofthe Company.

/s/ James B. HawkinsPrint Name: James B. HawkinsTitle: President and Chief Executive OfficerDate: November 3, 2016

In connection with the Quarterly Report of Natus Medical Incorporated (the “Company”) on Form 10-Q for the quarter endedSeptember 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jonathan Kennedy,Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to Title 18, United States Code, Section 1350, asadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations ofthe Company.

/s/ Jonathan A. KennedyPrint Name: Jonathan A. KennedyTitle: Executive Vice President and Chief FinancialOfficerDate: November 3, 2016