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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK --------------------------------------------------------------- x : In re: : : VELO HOLDINGS INC., et al., : : Debtors. : : --------------------------------------------------------------- x

Chapter 11 Case No. 12-11384 (MG) (Jointly Administered)

INTERIM ORDER (I) AUTHORIZING DEBTORS (A) TO OBTAIN POSTPETITION FINANCING PURSUANT TO 11 U.S.C. 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) AND 364(e) AND (B) TO UTILIZE CASH COLLATERAL PURSUANT TO 11 U.S.C. 363, (II) GRANTING ADEQUATE PROTECTION TO PREPETITION SECURED PARTIES PURSUANT TO 11 U.S.C. 361, 362, 363 AND 364 , (III) GRANTING LIENS AND SUPER-PRIORITY CLAIMS PURSUANT TO 11 U.S.C. 364 AND (IV) SCHEDULING FINAL HEARING PURSUANT TO BANKRUPTCY RULES 4001(b) AND (c)

Upon the motion (the Motion), dated April 2, 2012, of V2V Holdings LLC and Vertrue LLC (together, the Borrowers) and each of their affiliated debtors, each as debtor and debtor-in possession (collectively, the Debtors), in the above-captioned cases (the Cases) pursuant to sections 105, 361, 362, 363(b), 363(c)(2), 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) and 364(e) of title 11 of the United States Code, 11 U.S.C. , et seq. (the Bankruptcy Code), Rules 2002, 4001, 6004 and 9014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) and the Local Bankruptcy Rules, seeking, among other things: (a) authorization for each Borrower to obtain post-petition financing (the Financing) and to guaranty the obligations of each other Borrower in connection with the Financing, and for each of the other Debtors (collectively, the Guarantors) to guaranty the Borrowers obligations in connection with the Financing, consisting of a superpriority senior secured multiple-draw term loan facility made available to the

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Borrowers in an aggregate principal amount of $40,000,000 (the DIP Facility) consisting of (i) an amount not to exceed $12,000,000 in the aggregate of multiple draw new money term loans (the Tranche A-1 Loans); (ii) an amount not to exceed $8,000,000 in the aggregate of multiple draw new money term loans (the Tranche A2 Loans and together with the Tranche A-1 Loans, the New Money DIP Loans); and (iii) a dollar-for-dollar roll up of $20,000,000 in respect of outstanding First Lien Prepetition Debt (as defined below) beneficially owned (as contemplated in the DIP Agreement (as defined below), Beneficially Owned) by the applicable DIP Lenders at 11:59 p.m. (prevailing Eastern time) on April 2, 2012 (the Roll Up DIP Loans), all subject to the terms and conditions of the DIP Documents (as defined below), with Barclays Bank PLC, as administrative agent and collateral agent (in such capacities, the DIP Agent), for itself and a syndicate of financial institutions (the DIP Lenders); (b) authorization for the Debtors to execute and deliver the Debtor-in-Possession Credit Agreement substantially in the form attached as Exhibit A to this Interim Order (the DIP Agreement and, collectively, with all agreements, documents, instruments and/or amendments delivered in connection therewith, the DIP Documents), and to perform such other and further acts as may be required in connection with the DIP Agreement and the other DIP Documents; (c) the granting of adequate protection to the Prepetition Secured Parties (as defined below), as specifically set forth herein, whose liens and security interests under the following documents are being primed by the Financing:

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(i) the First Lien Credit Agreement, dated as of August 16, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the First Lien Prepetition Credit Agreement), among the Debtors, the lenders party thereto (collectively, the First Lien Prepetition Secured Lenders), Barclays Bank PLC, as administrative agent and collateral agent (in such capacities, the First Lien Prepetition Agent and together with the First Lien Prepetition Secured Lenders, and any First Lien Prepetition Secured Lender or its Affiliate (as defined in the First Lien Prepetition Credit Agreement) which is owed Obligations (as defined in the First Lien Prepetition Credit Agreement), the First Lien Prepetition Secured Parties), and the other parties thereto, and each First Lien Loan Document (as defined in the First Lien Prepetition Credit Agreement) and each other document executed in connection with the First Lien Prepetition Credit Agreement, including, for the avoidance of doubt, any Bank Product Agreements (as defined in the First Lien Prepetition Credit Agreement), Letters of Credit (as defined in the First Lien Prepetition Credit Agreement) and Specified Hedge Agreements (as amended, restated, supplemented or otherwise modified from time to time, collectively with the First Lien Prepetition Credit Agreement, the First Lien Prepetition Loan Documents); and (ii) the Second Lien Credit Agreement, dated as of August 16, 2007 (as amended, restated, supplemented or otherwise modified from time to

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time, the Second Lien Prepetition Credit Agreement), among the Debtors, the lenders party thereto (collectively, the Second Lien Prepetition Secured Lenders), Wilmington Trust, National

Association, as administrative agent and collateral agent (in such capacities, the Second Lien Prepetition Agent; together with the Second Lien Prepetition Lenders, the Second Lien Prepetition Secured Parties); together with the First Lien Prepetition Agent, the Prepetition Agents; collectively with the First Lien Prepetition Secured Parties and the Second Lien Prepetition Secured Lenders, the Prepetition Secured Parties), and the other parties thereto, and each Second Lien Loan Document (as defined in the Second Lien Prepetition Credit Agreement) and each other document executed in connection with the Second Lien Prepetition Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, collectively with the Second Lien Prepetition Credit Agreement, the Second Lien Prepetition Loan Documents and, together with the First Lien Prepetition Loan Documents, the Prepetition Loan Documents); (d) authorization for the Debtors to use any Cash Collateral (as defined below) in which any Prepetition Secured Party may have an interest and the granting of adequate protection to the First Lien Prepetition Secured Parties with respect to, inter alia, all use and diminution in value of their collateral;

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(e) the granting of (i) allowed superpriority administrative expense claims with respect to the DIP Obligations (as defined herein) and (ii) the DIP Liens (as defined herein) pursuant to sections 364(c)(1) and 364(c)(2) of the Bankruptcy Code; (f) pursuant to Bankruptcy Rule 4001, that an interim hearing (the Interim Hearing) on the Motion be held before this Court to consider entry of the proposed interim order annexed to the Motion (the Interim Order), among other things, (i) authorizing each Borrower, on an interim basis, to forthwith borrow from the DIP Lenders under the DIP Documents up to an aggregate principal or face amount not to exceed $5,000,000 in New Money DIP Loans and $5,000,000 in Roll Up DIP Loans (subject to any limitations of borrowings under the DIP Documents), (ii) authorizing each Borrower to guaranty the DIP Obligations of each other Borrower and the Guarantors to guaranty the DIP Obligations of each Borrower, (iii) authorizing the Debtors use of Cash Collateral, (iv) granting the adequate protection described herein; and (v) granting the Superpriority Claims and DIP Liens described in the Motion; and (g) that this Court schedule a final hearing (the Final Hearing) to be held within thirty (30) days of the entry of the Interim Order to consider entry of a final order (the Final Order) authorizing the balance of the borrowings under the DIP Documents on a final basis, as set forth in the Motion and the DIP Documents filed with this Court. Due and appropriate notice of the Motion, the relief requested therein and the Interim Hearing having been served by the Debtors on the thirty (30) largest unsecured creditors of the Debtors, the DIP Agent, the First Lien Prepetition Agent, the Second Lien Prepetition Agent, the United States Trustee for the Southern District of New York (the United States Trustee), and

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the Internal Revenue Service in compliance with Bankruptcy Rule 4001(b) and (c) and the Local Bankruptcy Rules. The Interim Hearing having been held by this Court on April 3, 2012. Upon the record made by the Debtors at the Interim Hearing and after due deliberation and consideration and sufficient cause appearing therefor; IT IS FOUND, DETERMINED, ORDERED AND ADJUDGED, that: 1. Disposition. The Motion is granted on an interim basis in accordance with the

terms of this Interim Order. Any objections to the Motion with respect to the entry of this Interim Order that have not been withdrawn, waived or settled, and all reservations of rights included therein, are hereby denied and overruled. 2. Jurisdiction. This Court has core jurisdiction over the Cases, the Motion and the

parties and property affected hereby pursuant to 28 U.S.C. 157(b) and 1334. Venue is proper before this Court pursuant to 28 U.S.C. 1408 and 1409. The statutory predicates for the relief sought herein are sections 105, 361, 362, 363 and 364 of the Bankruptcy Code, Bankruptcy Rules 2002, 4001, 6004 and 9014 and the Local Bankruptcy Rules. 3. Notice. Under the circumstances, the notice given by the Debtors of the Motion,

the relief requested therein and the Interim Hearing constitutes appropriate, due and sufficient notice thereof and complies with Bankruptcy Rule 4001(b) and (c) and the Local Bankruptcy Rules, and no further notice of the relief sought at the Interim Hearing and the relief granted herein is necessary or required. 4. Debtors Stipulations. Without prejudice to the rights of any other party (but

which rights are subject to the limitations thereon contained in paragraph 21 of this Interim Order), the Debtors admit, stipulate and agree that:

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(a)

As of the date of the commencement of the Cases (the Petition Date),

the Debtors party to or otherwise obligated under the First Lien Prepetition Loan Documents, without defense, counterclaim, recoupment or offset of any kind, were jointly and severally indebted and liable to the First Lien Prepetition Secured Parties in the aggregate principal amount of approximately $373,350,703 in respect of loans made and in the aggregate face amount of $100,000 in respect of letters of credit issued by the First Lien Prepetition Secured Lenders, plus interest thereon and fees, expenses (including any attorneys, accountants, appraisers and financial advisors fees that are chargeable or reimbursable under the First Lien Prepetition Loan Documents), charges, Obligations (as defined in the First Lien Prepetition Credit Agreement) and all other obligations incurred in connection therewith as provided in the First Lien Prepetition Loan Documents (collectively, the First Lien Prepetition Debt; together with the Second Lien Prepetition Debt (as defined below), the Prepetition Debt), which First Lien Prepetition Debt is secured by first priority security interests in and liens on (the First Lien Prepetition Security Interests; together with the second priority security interests and liens granted to the Second Lien Prepetition Secured Parties pursuant to the Second Lien Prepetition Loan Documents, the Prepetition Security Interests) substantially all property of the Debtors, including, without limitation, substantially all cash, securities or other property (and the proceeds, product and offspring therefrom), all as more fully described in the First Lien Prepetition Loan Documents (collectively, the First Lien Prepetition Collateral; together with the property granted as collateral to the Second Lien Prepetition Agent, for the benefit of the Second Lien Prepetition Secured

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Parties, pursuant to the Second Lien Prepetition Loan Documents, the Prepetition Collateral). (b) The First Lien Prepetition Debt constitutes the legal, valid and binding

obligations of the respective Debtors named in the First Lien Prepetition Loan Documents, enforceable in accordance with their terms (other than in respect of the stay of enforcement arising from section 362 of the Bankruptcy Code). (c) No portion of the First Lien Prepetition Debt or any payments made to the

First Lien Prepetition Agent or the other First Lien Prepetition Secured Parties or applied to the obligations owing under the First Lien Prepetition Loan Documents prior to the Petition Date is subject to avoidance, recharacterization, recovery, subordination, attack, offset, counterclaim, defense or claim (as such term is defined in the Bankruptcy Code) of any kind pursuant to the Bankruptcy Code or other applicable law. (d) Each Debtor hereby forever waives and releases any and all claims (as

such term is defined in the Bankruptcy Code), counterclaims, causes of action, defenses and setoff rights against the First Lien Prepetition Agent and each of the other First Lien Prepetition Secured Parties, whether arising at law or in equity, including, without limitation, any recharacterization, subordination, avoidance or other claim arising under or pursuant to section 105 or chapter 5 of the Bankruptcy Code or under any other similar provisions of applicable state or federal law; provided, however, that nothing herein or in any of the DIP Documents shall operate as a release or waiver of any claims or causes of action held by any party (including, without limitation, any of the Debtors) against any Debtor, any affiliate (as such term is defined in the Bankruptcy Code) of any Debtor or any officer, director or direct or indirect equity owner (or affiliate thereof) of any Debtor.

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(e)

The First Lien Prepetition Security Interests granted to the First Lien

Prepetition Agent on the First Lien Prepetition Collateral pursuant to and in connection with the First Lien Prepetition Loan Documents, including, without limitation, all security agreements, pledge agreements and other security documents executed by any of the Debtors in favor of the First Lien Prepetition Agent, for the benefit of the First Lien Prepetition Secured Parties, are (i) valid, binding, perfected and enforceable liens and security interests in the property described in the First Lien Prepetition Loan Documents, (ii) not, pursuant to the Bankruptcy Code or other applicable law, subject to avoidance, recharacterization, recovery, subordination, attack, offset, counterclaim, defense or claim (as such term is defined in the Bankruptcy Code) of any kind, and (iii) subject and subordinate only to (A) the DIP Liens (as defined below), (B) the Carve-Out (as defined below) to which the DIP Liens are subject and (C) valid, perfected and unavoidable liens and security interests permitted under the First Lien Prepetition Loan Documents, but only to the extent that such liens and security interests are permitted by the First Lien Prepetition Loan Documents to be senior to or pari passu with the First Lien Prepetition Security Interests. (f) Substantially all cash, securities or other property (and the proceeds

therefrom) as of the Petition Date, including without limitation, all cash, securities or other property (and the proceeds, product and offspring therefrom) and other amounts on deposit or maintained by the Debtors in any accounts or accounts with the First Lien Prepetition Secured Parties or blocked accounts pursuant to the First Lien Prepetition Loan Documents were subject to rights of setoff and valid, perfected, enforceable, first priority and second priority liens under the First Lien Prepetition Loan Documents and

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applicable law, for the benefit of the First Lien Prepetition Secured Parties. All proceeds of the First Lien Prepetition Collateral (including cash on deposit with the First Lien Prepetition Secured Parties as of the Petition Date, cash in blocked accounts pursuant to the First Lien Prepetition Loan Documents, securities or other property) are Cash Collateral of the First Lien Prepetition Secured Parties within the meaning of section 363(a) of the Bankruptcy Code (the Cash Collateral). 5. Findings Regarding the Financing. (a) (b) Good cause has been shown for the entry of this Interim Order. The Debtors have an immediate need to obtain the Financing and use Cash

Collateral to permit, among other things, the orderly continuation of the operation of their businesses, to maintain business relationships with vendors, suppliers and customers, to make payroll, and to satisfy other working capital and operational needs. The access of the Debtors to sufficient working capital and liquidity through the use of Cash Collateral, incurrence of new indebtedness for borrowed money and other financial accommodations under the Financing is vital to the preservation and maintenance of the going concern values of the Debtors and to a successful reorganization of the Debtors. (c) The Debtors are unable to obtain financing on more favorable terms from

sources other than the DIP Lenders under the DIP Documents and are unable to obtain adequate unsecured credit allowable under section 503(b)(1) of the Bankruptcy Code as an administrative expense. The Debtors are also unable to obtain secured credit

allowable under sections 364(c)(1), 364(c)(2) and 364(c)(3) of the Bankruptcy Code for the purposes set forth in the DIP Agreement without the Debtors (i) granting to the DIP Agent and the DIP Lenders, subject to the Carve-Out as provided for herein, the DIP

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Liens and the Superpriority Claims (as defined below) under the terms and conditions set forth in this Interim Order and in the DIP Documents and (ii) allowing each DIP Lender to provide Roll Up DIP Loans on a dollar-for-dollar basis with such DIP Lenders Commitment (as defined in the DIP Agreement) to provide New Money DIP Loans. (d) The terms of the Financing, including the Roll Up DIP Loans, and the use

of Cash Collateral are fair and reasonable, reflect the Debtors exercise of prudent business judgment consistent with their fiduciary duties and constitute reasonably equivalent value and fair consideration. (e) The Financing has been negotiated in good faith and at arms length

among the Debtors, the DIP Agent and the DIP Lenders, and all of the Debtors obligations and indebtedness arising under, in respect of or in connection with the Financing and the DIP Documents, including without limitation, all loans, including the Roll Up DIP Loans, made to, and guarantees issued by, the Debtors pursuant to the DIP Documents, and any other obligations under the DIP Documents (all of the foregoing collectively, the DIP Obligations), shall be deemed to have been extended by the DIP Agent and the DIP Lenders and their affiliates in good faith, as that term is used in section 364(e) of the Bankruptcy Code and in express reliance upon the protections offered by section 364(e) of the Bankruptcy Code, and the DIP Obligations, the DIP Liens and the Superpriority Claims shall be entitled to the full protection of section 364(e) of the Bankruptcy Code in the event that this Interim Order or any provision hereof is vacated, reversed or modified, on appeal or otherwise. (f) Subject to the proviso in the last sentence of paragraph 6(d) of this Interim

Order, the right of the DIP Lenders to designate Roll Up DIP Loans and any

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compensation or payment that may be received by such DIP Lenders incremental to what would have been received had such Roll Up DIP Loans continued to be administered under the First Lien Prepetition Credit Agreement, are hereby authorized as compensation for, in consideration of, and solely on account of, the agreement of such DIP Lenders to make the New Money DIP Loans and not as payments under, adequate protection for, or otherwise on account of, the First Lien Prepetition Debt. (g) The Debtors have requested entry of this Interim Order pursuant to

Bankruptcy Rules 4001(b)(2) and 4001(c)(2) and the Local Bankruptcy Rules. Absent granting the relief sought by this Interim Order, the Debtors estates will be immediately and irreparably harmed. Consummation of the Financing and authorization of the use of Cash Collateral in accordance with this Interim Order and the DIP Documents is therefore in the best interests of the Debtors estates consistent with their fiduciary duties. 6. Authorization of the Financing and the DIP Agreement. (a) The Debtors are hereby authorized to execute and enter into the DIP

Documents, including the DIP Agreement, which are all hereby approved. (b) The Borrowers are hereby authorized to borrow money pursuant to the

Financing, and the Borrowers and the Guarantors are hereby authorized to guaranty such borrowings, up to an aggregate principal or face amount of $5,000,000 in New Money DIP Loans and $5,000,000 in Roll Up DIP Loans (plus interest, fees and other expenses and amounts provided for in the DIP Agreement), in accordance with the terms of this Interim Order and the DIP Documents, which shall be used solely for the purposes permitted under the DIP Agreement and in accordance with the Budgets (as defined below), including, without limitation, to (i) provide working capital for the Borrowers

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and the Guarantors, and (ii) pay interest, fees and expenses in accordance with this Interim Order and the DIP Documents. (c) In furtherance of the foregoing and without further approval of this Court,

each Debtor is authorized and directed to perform all acts, to make, execute and deliver all instruments and documents (including, without limitation, the execution or recordation of security agreements, mortgages and financing statements), that may be reasonably required or necessary for the Debtors performance of their obligations under the Financing, including, without limitation: (i) the execution, delivery and performance of the DIP Documents,

which DIP Documents shall be in form and substance reasonably satisfactory to the DIP Agent, the Backstop Parties (as defined in the DIP Agreement) and the Borrowers, including, without limitation, the DIP Agreement, any security and pledge agreements, any mortgages contemplated thereby and the letter agreements referred to in clause (iii) below, (ii) the execution, delivery and performance of one or more

amendments, waivers, consents or other modifications to and under the DIP Documents in each case in such form as the Debtors, the DIP Agent and the requisite DIP Lenders may agree, and no further approval of this Court shall be required for amendments, waivers, consents or other modifications to and under the DIP Documents (and any fees paid in connection therewith) unless such amendments, waivers, consents or other modifications (A) shorten the Maturity Date (a defined in the DIP Agreement) on terms and conditions other than those set forth in the DIP Agreement, (B) increase the Commitments or the rate of

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interest payable on the loans, or (c) change any Event of Default (as defined in the DIP Agreement), add any covenants that would materially impact the Debtors business or amend the covenants therein in any such case to be materially more restrictive; provided, further, that notice of any modifications shall be filed with the Court and served upon counsel to the statutory committee of unsecured creditors appointed in these Cases (the Creditors Committee) and those persons who have formally appeared and requested service in the Cases pursuant to Bankruptcy Rule 2002 and the United States Trustee, (iii) the non-refundable payment to each of the Backstop Parties, the

DIP Agent and the DIP Lenders, as the case may be, of the fees referred to in the DIP Agreement (and in the separate letter agreements between them in connection with the Financing, which, for the avoidance of doubt, constitute DIP Documents) and reasonable costs and expenses as may be due from time to time, including, without limitation, fees and expenses of professionals as provided for in the DIP Documents, (iv) the execution and delivery of such documents and the taking of all

acts as shall be necessary or desirable in order to effect the roll-up of a portion of the First Lien Prepetition Debt Beneficially Owned by the applicable DIP Lenders at 11:59 p.m. (prevailing Eastern time) on April 2, 2012 to Roll Up DIP Loans in consideration and on account of the agreement of the applicable DIP Lenders to make the New Money DIP Loans (and not on account of any prepetition debt of such DIP Lenders) in accordance with the DIP Agreement and the other DIP Documents,

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(v)

pursuant to section 363(b) of the Bankruptcy Code, implementing

and conducting the Harvest Transaction (as defined in the DIP Agreement) under the direction of a Chief Restructuring Officer reasonably acceptable to the DIP Agent, the DIP Lenders and the First Lien Prepetition Agent, and (vi) the performance of all other acts required under or in connection

with the DIP Documents. (d) Upon execution and delivery of the DIP Agreement and the other DIP

Documents, such DIP Documents shall constitute valid, binding and non-avoidable obligations of the Debtors enforceable against each Debtor party thereto in accordance with their respective terms and the terms of this Interim Order for all purposes during the Cases, any subsequently converted case of any Debtor under chapter 7 of the Bankruptcy Code or after the dismissal of any Case. Except as provided in the proviso appearing at the end of this paragraph 6(d), no obligation, payment, roll up or repayment thereof or recovery on or in respect thereof, transfer or grant of security under the DIP Agreement, the other DIP Documents or this Interim Order shall be stayed, restrained, revocable, voidable, avoidable or recoverable under the Bankruptcy Code or under any applicable law (including without limitation, under sections 502(d), 548, 549, 550 or 553 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law), or subject to any defense, reduction, setoff, recoupment or counterclaim; provided, however, that the Court reserves the right to unwind, after notice and hearing, the Roll Up DIP Loans, or a portion thereof, solely in the event that there is a timely successful challenge, pursuant and subject to the limitations contained in paragraph 21 of this Interim Order, to the

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validity, enforceability, extent, perfection or priority of the First Lien Prepetition Debt or the First Lien Prepetition Security Interests, and only to the extent that, the Court finds that, in light of such timely successful challenge, the Roll Up DIP Loans unduly advantaged the Roll Up DIP Lenders (as defined below). (e) The Debtors and the DIP Agent have agreed upon (i) a form of budget for

the Debtors ACU business (the ACU Budget) and (ii) a form of budget for the Debtors Coverdell and Neverblue businesses (the CDNB Budget, and together with the ACU Budget, the Budgets), attached hereto as Exhibit B to the Interim Order, each projecting cash flow for thirteen (13) weeks (the Budget Period). On a monthly basis, the Debtors will provide to the DIP Agent updated Budgets for the Budget Period in substantially the same format as the previous Budgets. 7. Superpriority Claims. Pursuant to section 364(c)(1) of the Bankruptcy Code, all

of the DIP Obligations shall constitute allowed superpriority administrative expense claims against each of the Debtors (the Superpriority Claims) with priority over any and all administrative expenses in the Cases, in any successor case under chapter 11 of the Bankruptcy Code and in any case with respect to the Debtors converted to chapter 7 of the Bankruptcy Code, adequate protection claims, diminution claims (including all Adequate Protection Obligations (as defined below)) and all other claims against the Debtors, now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expenses of the kind specified in sections 503(b) and 507(b) of the Bankruptcy Code, and over any and all administrative expenses or other claims arising under sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546, 726, 1113 or 1114 of the Bankruptcy Code, whether or not such expenses or claims may become secured by a judgment lien or other non-consensual lien, levy or attachment, which

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allowed claims shall for purposes of section 1129(a)(9)(A) of the Bankruptcy Code be considered administrative expenses allowed under section 503(b) of the Bankruptcy Code, and which shall be payable from and have recourse to all pre- and post-petition property of the Debtors and all proceeds thereof, including, without limitation (subject to entry of the Final Order) all proceeds or property recovered in connection with the pursuit of claims or causes of action arising under chapter 5 of the Bankruptcy Code (the Avoidance Actions Proceeds), if any, subject only to (i) the proviso in the last sentence of paragraph 6(d) of this Interim Order and (ii) the payment of the Carve-Out to the extent specifically provided for herein. The Superpriority Claims granted hereunder to the holders of the Roll Up DIP Loans (the Roll Up DIP Lenders) shall be immediately junior in priority and subject to the Superpriority Claims of the holders of the New Money DIP Loans (the New Money DIP Lenders). 8. Carve-Out. The Carve-Out means (i) all fees required to be paid to the Clerk of

the Bankruptcy Court and to the United States Trustee pursuant to 28 U.S.C. 1930(a), (ii) fees and disbursements incurred by a chapter 7 trustee (if any) under section 726(b) of the Bankruptcy Code in an amount not to exceed $75,000, (iii) accrued but unpaid fees and expenses of professionals retained by the Debtors or by the Creditors Committee, subject to the restrictions set forth in paragraph 20 of this Interim Order, incurred prior to an Event of Default or Cash Collateral Termination Event (as defined below) and allowed by the Bankruptcy Court, and (iv) after the occurrence and during the continuance of an Event of Default or Cash Collateral Termination Event, allowed and unpaid professional fees and expenses incurred by (x) the Debtors, in an amount not to exceed $600,000 or (y) the Creditors Committee, subject to the restrictions set forth in paragraph 20 of this Interim Order, in an amount not to exceed $150,000. So long as an Event of Default or Cash Collateral Termination Event shall not have occurred and

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be continuing, the Carve-Out shall not be reduced by the payment of fees and expenses allowed by this Court under sections 328, 330 and 331 of the Bankruptcy Code. Nothing in this Interim Order shall be construed to impair the right of any party to object to the reasonableness of any of the fees, expenses, reimbursement or compensation described in this paragraph. 9. DIP Liens. As security for the DIP Obligations, effective and perfected upon the

date of this Interim Order and without the necessity of the execution, recordation of filings by the Debtors of security agreements, control agreements, pledge agreements, mortgages, financing statements or other similar documents, or the possession or control by the DIP Agent or any DIP Lender of, or over, any DIP Collateral (as defined below), the following security interests and liens are hereby granted by the Debtors to the DIP Agent for the benefit of itself and the DIP Lenders (all property identified in clauses (a), (b) and (c) below being collectively referred to as the DIP Collateral), subject, only in the event of the occurrence and during the continuance of an Event of Default, to the payment of the Carve-Out (all such liens and security interests granted to the DIP Agent, for the benefit of itself and the DIP Lenders, pursuant to this Interim Order and the DIP Documents, are being collectively referred to as the DIP Liens). The following DIP Liens shall remain valid and enforceable with the same continuing priority as described in this Interim Order notwithstanding any payment of all or any portion of the obligations arising under the Prepetition Loan Documents and shall, and shall be deemed to, secure the full and timely payment of the DIP Obligations until the payment in full, in cash, of all of the DIP Obligations and termination of the DIP Lenders commitments under the Financing: (a) First Lien on Unencumbered Property. Pursuant to section 364(c)(2) of

the Bankruptcy Code, a valid, binding, continuing, enforceable, fully-perfected firstpriority senior security interest in and lien upon all pre- and post-petition property of the

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Debtors, whether existing on the Petition Date or thereafter acquired, that, on or as of the Petition Date is not subject to valid, perfected and non-avoidable liens (collectively, Unencumbered Property), including without limitation, all of the outstanding equity interests of any persons that are or become assets of any Borrower or Guarantor, unencumbered cash (whether or not contained in a controlled account or a blocked account), cash equivalents, bank accounts, accounts, trade receivables, other receivables, contracts, inventory, equipment, intellectual property rights, general intangibles, investment property, deposit accounts, securities accounts, securities (whether or not marketable), documents, instruments, contract rights, copyrights, franchise rights, patents, tradenames, trademarks, supporting obligations, letter of credit rights, commercial tort claims, causes of action, chattel paper, real property interests and

fixtures, and other current assets and all substitutions and proceeds, products offspring and profits of the foregoing. Subject only to and effective upon the entry of the Final Order, Unencumbered Property shall exclude claims or causes of action arising under chapter 5 of the Bankruptcy Code, but shall include any Avoidance Action Proceeds. (b) Liens Priming Prepetition Secured Parties Liens. Pursuant to section

364(d)(1) of the Bankruptcy Code, a valid, binding, continuing, enforceable, fullyperfected first-priority senior priming security interest in and lien upon all pre- and postpetition property of the Debtors, including, without limitation, all of the outstanding equity interests of any persons that are or become assets of any Borrower or Guarantor, cash (whether or not contained in a controlled account or a blocked account), cash equivalents, bank accounts, accounts, trade receivables, other receivables, contracts, inventory, equipment, intellectual property rights, general intangibles, investment

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property, deposit accounts, securities accounts, securities (whether or not marketable), documents, instruments, contract rights, copyrights, franchise rights, patents, tradenames, trademarks, supporting obligations, letter of credit rights, commercial tort claims, causes of action, chattel paper, real property interests and fixtures, and other current assets and all substitutions and proceeds, products offspring and profits of the foregoing, whether now existing or hereafter acquired, that is subject to any existing lien presently securing the First Lien Prepetition Debt (including in respect of issued but undrawn letters of credit) and the obligations under the Second Lien Prepetition Loan Documents. Such security interests and liens shall be senior in all respects to the interests in such property of the Prepetition Secured Parties arising from current and future liens of the Prepetition Secured Parties (including, without limitation, the Adequate Protection Liens (as defined below) granted hereunder to the First Lien Prepetition Secured Parties), but shall be junior to any valid, perfected, enforceable and unavoidable security interests and liens of other parties, if any, on such property existing immediately prior to the Petition Date, or to any valid, perfected and unavoidable interests in such property arising out of liens to which the liens of the Prepetition Secured Parties may become subject subsequent to the Petition Date as permitted by section 546(b) of the Bankruptcy Code. (c) Liens Junior to Certain Other Liens. Pursuant to section 364(c)(3) of the

Bankruptcy Code, a valid, binding, continuing, enforceable, fully-perfected security interest in and lien upon all pre- and post-petition property of the Debtors (other than the property described in clauses (a) or (b) of this paragraph 9, as to which the liens and security interests in favor of the DIP Agent will be as described in such clauses), whether now existing or hereafter acquired, that is subject to valid, perfected and unavoidable

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liens in existence immediately prior to the Petition Date or to valid and unavoidable liens in existence immediately prior to the Petition Date that are perfected subsequent to the Petition Date as permitted by section 546(b) of the Bankruptcy Code (Permitted Priority Liens), which security interests and liens in favor of the DIP Agent are junior to such Permitted Priority Liens. (d) Liens Senior to Certain Other Liens. The DIP Liens and the Adequate

Protection Liens shall not be subject or subordinate to (i) any lien or security interest that is avoided and preserved for the benefit of the Debtors and their estates under section 551 of the Bankruptcy Code, (ii) any liens arising after the Petition Date including, without limitation, any liens or security interests granted in favor of any federal, state, municipal or other governmental unit, commission, board or court for any liability of the Debtors or (iii) any intercompany or affiliate liens of the Debtors. 10. Equities of the Case Waiver. The Debtors shall not assert any equities of the

case claim under section 552(b) of the Bankruptcy Code against the DIP Agent, the DIP Lenders, the First Lien Prepetition Agent or the other First Lien Prepetition Secured Parties with respect to proceeds, product, offspring or profits of any of the DIP Collateral. 11. Protection of DIP Lenders Rights. (a) All DIP Collateral shall be free and clear of all liens, claims and

encumbrances, except for those liens, claims and encumbrances expressly permitted under the DIP Documents or this Interim Order. (b) So long as there are any borrowings or other amounts (other than

contingent indemnity obligations as to which no claim has been asserted when all other amounts have been paid) outstanding, or the DIP Lenders have any Commitment, the

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Roll Up DIP Lenders and the Prepetition Secured Parties shall (i) take no action to foreclose upon or recover in connection with the liens granted thereto pursuant to the Prepetition Loan Documents or this Interim Order, or otherwise exercise remedies against any DIP Collateral, except to the extent authorized by an order of this Court, (ii) be deemed to have consented to any release of DIP Collateral authorized under the DIP Documents and (iii) not file any further financing statements, trademark filings, copyright filings, mortgages, notices of lien or similar instruments, or otherwise take any action to perfect their security interests in the DIP Collateral unless, solely as to this clause (iii), the DIP Agent or the DIP Lenders file financing statements or other documents to perfect the liens granted pursuant to this Interim Order, or as may be required by applicable state law to continue the perfection of valid and unavoidable liens or security interests as of the Petition Date. (c) The automatic stay provisions of section 362 of the Bankruptcy Code are

vacated and modified to the extent necessary to permit the DIP Agent and the DIP Lenders to exercise all rights and remedies under the DIP Documents upon the occurrence of an Event of Default, provided that the DIP Agent shall provide (i) five (5) days notice to the Debtors (with a copy to counsel to the Creditors Committee and to the United States Trustee) prior to the termination of the Debtors right to use Cash Collateral, and (ii) seven (7) days notice to the Debtors (with a copy to counsel to the Creditors Committee and to the United States Trustee) prior to the enforcement of the DIP Liens or exercise of any other rights or remedies against the DIP Collateral; provided, further, that notwithstanding anything to the contrary in the foregoing, any action taken to terminate the DIP Commitments or accelerate the DIP Loans shall not

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require any advance notice to the Debtors. In any hearing regarding any exercise of rights or remedies, the only issue that may be raised by any party in opposition thereto shall be whether, in fact, an Event of Default has occurred and is continuing, and the Debtors, the Roll Up DIP Lenders and the Prepetition Secured Parties hereby each waive their right to seek relief, including, without limitation, under section 105 of the Bankruptcy Code, to the extent such relief would in any way impair or restrict the rights and remedies of the DIP Agent or the DIP Lenders set forth in this Interim Order or the DIP Documents. In no event shall the DIP Agent, the DIP Lenders or the Prepetition Secured Parties be subject to the equitable doctrine of marshaling or any similar doctrine with respect to the DIP Collateral. The delay or failure to exercise rights and remedies under the DIP Documents or this Interim Order by the DIP Agent or DIP Lenders shall not constitute a waiver of the DIP Agents or such DIP Lenders rights hereunder, thereunder or otherwise, unless any such waiver is pursuant to a written instrument executed in accordance with the terms of the applicable DIP Documents. 12. Protection of Roll Up DIP Lenders Rights. Any compensation payments or

recoveries received by the DIP Lenders on account or in respect of the Roll Up DIP Loans incremental to what would have been received had such Roll Up DIP Loans continued to be administered under the First Lien Prepetition Credit Agreement shall be compensation for, in consideration for, and solely on account of, the agreement of such DIP Lenders to make the New Money DIP Loans and not as payments under, adequate protection for, or otherwise on account of, the First Lien Prepetition Debt; provided, however, that the foregoing shall not preclude or in any way abrogate the rights of any party as provided for in paragraphs 6(d) and 21 of this Interim

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Order. The Tranche B Loans will be administered by the DIP Agent under the DIP Agreement on the terms set forth therein. 13. Priorities Among DIP Lenders. Notwithstanding anything to the contrary herein,

(i) the DIP Liens granted hereunder to the Roll Up DIP Lenders shall be immediately junior in priority and subject to the DIP Liens granted hereunder to the New Money DIP Lenders in respect of the DIP Collateral and (ii) any proceeds realized by the DIP Agent from the liquidation of any DIP Collateral shall be applied to repay outstanding New Money DIP Loans in full before any amounts are applied to the repayment of the Roll Up DIP Loans. 14. Mandatory Prepayments and Payment of First Lien Prepetition Debt. The

Debtors shall be required to prepay the DIP Loans and the First Lien Prepetition Debt with (i) 100% of the Net Cash Proceeds (as defined in the DIP Agreement) received from the incurrence of indebtedness by the Debtors (other than indebtedness permitted under the DIP Agreement); (ii) upon any non-ordinary course sales or other dispositions (including casualty and condemnation events) of the DIP Collateral by the Debtors, an amount equal to 100% of the Net Cash Proceeds of such sale or other disposition of the DIP Collateral (which, in the case of DIP Collateral subject to Permitted Priority Liens may be net of any required repayment of any indebtedness secured by such Permitted Priority Liens); and (iii) at the end of any fiscal month, 100% of any cash and Cash Equivalents (as defined in the DIP Agreement) in excess of $8,000,000 or such higher amount as the Required Lenders (as defined in the DIP Agreement) agree in their sole discretion. Such prepayments shall be applied first to the Tranche A Loans then outstanding until paid in full, second, subject to entry of the Final Order, to the Tranche B Loans outstanding until paid in full, and third, subject to entry of the Final Order, to the

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outstanding obligations under the First Lien Prepetition Credit Agreement (in the order specified therein). 15. Limitation on Charging Expenses Against Collateral. Subject to the entry of the

Final Order, except to the extent of the Carve-Out, no costs or expenses of administration of the Cases or any future proceeding that may result therefrom, including liquidation in bankruptcy or other proceedings under the Bankruptcy Code, shall be charged against or recovered from the DIP Collateral, the Prepetition Collateral or the Cash Collateral pursuant to section 506(c) of the Bankruptcy Code or any similar principle of law without the prior written consent of the DIP Agent or the First Lien Prepetition Agent and no such consent shall be implied from any other action, inaction, or acquiescence by the DIP Agent, the DIP Lenders, the Prepetition Agents or the other Prepetition Secured Parties. 16. Use of Cash Collateral. The Debtors are hereby authorized to use all Cash

Collateral of the Prepetition Secured Parties, and the Prepetition Secured Parties are directed promptly to turn over to the Debtors all Cash Collateral received or held by them, provided that the Prepetition Secured Parties are granted adequate protection as hereinafter set forth and, except on the terms and conditions of this Interim Order, the Debtors shall be enjoined and prohibited from at any time using the Cash Collateral. The Debtors right to use Cash Collateral, and the First Lien Prepetition Secured Parties consent to use of Cash Collateral, shall terminate (subject to any applicable notice requirements as set forth below) on the earliest to occur of (each such occurrence being hereinafter referred to as a Cash Collateral Termination Event): (a) the Maturity Date; (b) the dismissal or conversion of the cases under chapter 7 of the Bankruptcy Code; (c) entry of one or more orders granting relief from the automatic stay as to assets with an aggregate value, collectively for all such orders, in excess of $200,000, or any Debtor seeking or

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supporting such relief; (d) appointment of a trustee or examiner with expanded powers (or any Debtor seeking or supporting such appointment); (e) the occurrence of the effective date or consummation of a plan of reorganization for the Debtors; (f) the failure by the Debtors to make any payment required pursuant to this Interim Order when due; (g) the failure by the Debtors to deliver to the First Lien Prepetition Agent any of the documents or other information required to be delivered pursuant to this Interim Order when due or any such documents or other information shall contain a material misrepresentation; (h) the failure by the Debtors to observe or perform any of the material terms or material provisions contained herein; (i) the entry of an order of this Court reversing, staying, vacating or otherwise modifying in any material respect the terms of this Interim Order; (j) (x) the termination by any non-Debtor of or (y) the termination of or the filing of a motion to terminate or reject, in each case by or on behalf of a Debtor, any material lease, material contract or other material agreement on or after the Petition Date if, in the case of clause (y) only, the result of such termination or rejection would be adverse to the First Lien Prepetition Secured Parties in any material respect; (k) failure to employ a Chief Restructuring Officer in connection with the Harvest Transaction reasonably acceptable to the First Lien Prepetition Agent or failure to actively and diligently implement the Harvest Transaction; (l) a payment processing arrangement reasonably satisfactory to the First Lien Prepetition Agent shall fail to remain in effect or any of the ratios permitted under applicable RIS programs, whether for chargebacks or fraud claims, or similar risk programs in effect prior to the Petition Date, shall be reduced or changed in any way which would have a negative impact on the Debtors ability to process customer payments; (m) the Debtors failure to file by April 30, 2012 motions with this Court seeking authorization to pursue the sales of the Coverdell business and the Neverblue business and approving the bid protections, auction process and sale

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procedures for such sales; (n) the Debtors failure to file by April 16, 2012 an application with this Court to employ a Chief Restructuring Officer to supervise and direct the Harvest Transaction; (o) the Debtors failure to file with this Court by August 20, 2012 a plan of reorganization in form and substance reasonably satisfactory to the First Lien Prepetition Agent; (p) if this Court shall not have entered an order approving the disclosure statement respecting the Debtors plan of reorganization by October 1, 2012; (q) if this Court shall not have entered an order confirming the Debtors plan of reorganization by November 16, 2012; (r) if the effective date of the Debtors plan of reorganization shall not have occurred by November 30, 2012; (s) the failure of the majority of any Applicable Board (as defined below) to consist of Acceptable Independent Directors (as defined below) at any time following the earlier of (x) the date that is 30 days following entry of this Interim Order and (y) the entry of the Final Order (it being understood that, if an Acceptable Independent Director resigns, it shall not be a Cash Collateral Termination Event if a replacement Acceptable Independent Director is appointed within ten Business Days of such resignation); and (t) the appointment of any person other than an Acceptable Independent Director to any Applicable Board. On and after the occurrence of (x) a Cash Collateral Termination Event specified in clause (a), (b), (c), (d), (e), (i), (j), (k), (l), (m), (n), (o), (p), (q), (r), (s) or (t) above, the Debtors shall immediately cease using Cash Collateral and (y) any other Termination Event, on the fifth business day after the earlier of the date on which the Debtors receive written notice from the First Lien Prepetition Agent of such Cash Collateral Termination Event (if on that date such Termination Event remains uncured) and the date upon which an officer of the Debtors obtains knowledge of any such Termination Event, the Debtors shall immediately cease using cash Collateral (in each case in (x) and (y) above, the date of such cessation being referred to as the Cash Collateral Termination Date); provided,

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however, that, following the Cash Collateral Termination Date, the First Lien Prepetition Agent may, upon five (5) days prior written notice, withdraw or direct the Debtors cash management banks to withdraw from the Debtors existing accounts, free from any stay imposed or

applicable pursuant to sections 105 or 362 of the Bankruptcy Code, principal, fees and expenses payable to the First Lien Prepetition Secured Parties pursuant to Paragraphs 4 and 17 of this Interim Order and apply the same to such obligations, without further order of the Court. All notices set forth in this paragraph 16 shall be provided to the Debtors, the Creditors Committee and the United States Trustee. Following the occurrence of the Cash Collateral Termination Date, the Debtors shall not have the right to use Cash Collateral without the prior written consent of the First Lien Prepetition Agent; provided, however, that (i) the Debtors shall have the right to seek authority from this Court to use Cash Collateral thereafter on proper notice to the First Lien Prepetition Agent on behalf of the First Lien Prepetition Secured Parties, which request such parties shall have the right to oppose, and (ii) the Debtors may use Cash Collateral to pay the disbursements set forth in the Budgets that were properly and actually incurred by the Debtors prior to the Cash Collateral Termination Date. 17. Adequate Protection. The First Lien Prepetition Secured Parties are entitled,

pursuant to sections 361, 363(e) and 364(d)(1) of the Bankruptcy Code, to adequate protection of their interests in the First Lien Prepetition Collateral, including the Cash Collateral, in an amount equal to the Collateral Diminution, if any (as defined below). As used in this Interim Order, Collateral Diminution shall mean an amount equal to the diminution of the value of the First Lien Prepetition Collateral upon which any of the First Lien Prepetition Secured Parties have valid, perfected, enforceable and unavoidable liens or security interests from and after the Petition Date for any reason provided for in the Bankruptcy Code, including, without limitation,

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the priming of the First Lien Prepetition Agents security interests in and liens on the First Lien Prepetition Collateral by the DIP Liens pursuant to the DIP Documents and this Interim Order, the depreciation, sale, loss or use of such First Lien Prepetition Collateral, and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, whether in accordance with the terms and conditions of this Interim Order, the DIP Agreement or otherwise. As adequate protection for any Collateral Diminution which is entitled to adequate protection under the Bankruptcy Code, the Prepetition Agents and the Prepetition Secured Parties are hereby granted the following (collectively, the Adequate Protection Obligations): (a) Adequate Protection Liens. The First Lien Prepetition Agent, for the

benefit of the First Lien Prepetition Secured Parties, is hereby granted (effective and perfected upon the date of this Interim Order and without the necessity of the execution by the Debtors of security agreements, pledge agreements, mortgages, financing statements or other agreements) a replacement security interest in and lien upon all the DIP Collateral, subject and subordinate only to (i) the DIP Liens and any liens on the DIP Collateral that are senior to, or pari passu with, the DIP Liens and (ii) the Carve-Out (the Adequate Protection Liens). (b) Section 507(b) Claims. The First Lien Prepetition Secured Parties are

hereby granted, subject to the payment of the Carve-Out, allowed superpriority claims as provided for in section 507(b) of the Bankruptcy Code, immediately junior to the claims under section 364(c)(1) of the Bankruptcy Code held by the DIP Agent and the DIP Lenders; provided, however, that none of the First Lien Prepetition Secured Parties shall receive or retain any payments, property or other amounts in respect of the superpriority claims under section 507(b) of the Bankruptcy Code granted hereunder or under the First

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Lien Prepetition Loan Documents unless and until the DIP Obligations have indefeasibly been paid in cash in full or as otherwise agreed by the DIP Lenders or as provided in the DIP Documents. (c) Fees and Expenses. The First Lien Prepetition Agent shall receive from

the Debtors current cash payments of all fees and expenses payable to the First Lien Prepetition Agent under the First Lien Prepetition Loan Documents, including, without limitation, the reasonable fees and disbursements of counsel, financial and other consultants for the First Lien Prepetition Agent (including, without limitation, the professional fees and expenses of Willkie Farr & Gallagher LLP, FTI Consulting, Inc. and any other professionals or advisors retained by or on behalf of the First Lien Prepetition Agent) within twenty (20) days after the receipt by the Debtors, the Creditors Committee and the United States Trustee (the Review Period) of invoices therefor (the Invoiced Fees) (subject in all respects to applicable privilege or work product doctrines) and without the necessity of filing motions or fee applications, including such amounts arising before and after the Petition Date; provided, however, that the Debtors, the Creditors Committee and the United States Trustee shall preserve their right to dispute the payment of any portion of the Invoiced Fees (the Disputed Invoiced Fees) if, within the Review Period, the (i) Debtors pay in full the Invoiced Fees, including the Disputed Invoiced Fees; and (ii) the Debtors, the Creditors Committee or the United States Trustee files with the Court a motion or other pleading, on at least ten (10) days prior written notice to the First Lien Prepetition Agent of any hearing on such motion or other pleading, setting forth the specific objections to the Disputed Invoiced Fees.

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(d)

Principal Payments. Subject to entry of the Final Order, as additional

adequate protection, the Debtors shall pay indefeasibly in cash to the First Lien Prepetition Agent, for the benefit of the First Lien Prepetition Secured Parties (in accordance with the application of payments provisions of the First Lien Prepetition Loan Documents) in permanent reduction of the outstanding principal balance of the First Lien Prepetition Debt, Net Cash Proceeds and cash payable to the First Lien Prepetition Agent pursuant to Paragraph 14 of this Interim Order. (e) Harvest Transaction; Chief Restructuring Officer. As additional adequate

protection, the Debtors shall implement and conduct the Harvest Transaction (as defined in the DIP Agreement) under the direction of a Chief Restructuring Officer reasonably acceptable to the DIP Agent, the DIP Lenders and the First Lien Prepetition Agent. (f) Independent Directors. As additional adequate protection, on or before the

earlier of (x) the date that is thirty (30) days following entry of this Interim Order and (y) the entry of the Final Order, the Debtors shall have caused the appointment of a sufficient number of independent directors (or equivalent title in a limited liability company) acceptable to the DIP Agent, the DIP Lenders and the First Lien Prepetition Agent (each such director, an Acceptable Independent Director) to serve as and constitute a majority of members of the boards of directors (or equivalent bodies, if any, in the case of limited liability companies) of Velo Holdings, Inc., each Borrower and each other firsttier subsidiary of V2V Holdings LLC (each, an Applicable Board), which Acceptable Independent Directors shall, at all times thereafter, collectively constitute the majority of each Applicable Board; provided, that the Debtors shall provide two (2) business days prior written notice to the United States Trustee and the Creditors Committee, if any,

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prior to each appointment of an Acceptable Independent Director; and unless otherwise ordered by this Court, such Applicable Independent Director shall be appointed effective immediately upon the expiration of such notice period. The Debtors shall not, at any time, allow the appointment of any person to any Applicable Board other than an Acceptable Independent Director. The Debtors shall not, at any time following the earlier of (x) the date that is thirty (30) days following entry of this Interim Order and (y) the entry of the Final Order, permit the majority of any Applicable Board not to consist of Acceptable Independent Directors (it being understood that if an Acceptable Independent Director resigns, a replacement Acceptable Independent Director shall be appointed within ten (10) business days of such resignation). (g) Financial Reporting. The Debtors shall provide the First Lien Prepetition

Agent with financial and other reporting as described in the First Lien Prepetition Loan Documents, the DIP Agreement and the other DIP Documents. (h) Second Lien Prepetition Secured Parties. To the extent that the First Lien

Prepetition Secured Parties are granted pursuant to this Interim Order adequate protection in the form of Adequate Protection Liens on any property of the Debtors not included in the Prepetition Collateral (the Additional Collateral), the Second Lien Prepetition Agent, for the benefit of the Second Lien Prepetition Secured Parties, is hereby granted (effective and perfected upon the date of this Interim Order and without the necessity of the execution by the Debtors of security agreements, pledge agreements, mortgages, financing statements or other agreements) a security interest in and lien upon all such Additional Collateral, subject and subordinate to (i) the DIP Liens and any liens on the DIP Collateral that are senior to, or pari passu with, the DIP Liens, (ii) the Carve-Out,

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and (iii) the Adequate Protection Liens granted to the First Lien Prepetition Secured Parties. The Adequate Protection Liens granted hereunder on Additional Collateral to the First Lien Prepetition Secured Parties and the Second Lien Prepetition Secured Parties shall rank in the same relative priority and right as such parties respective prepetition liens and security interests do with respect to the such collateral as of the Petition Date under the Intercreditor Agreement (as defined in the First Lien Prepetition Credit Agreement). 18. Perfection of DIP Liens and Adequate Protection Liens. (a) Subject to the provisions of paragraph 11(b) of this Interim Order, the

Debtors, the DIP Agent, the Prepetition Agents, the DIP Lenders and the Prepetition Secured Parties are hereby authorized, but not required, to file or record financing statements, trademark filings, copyright filings, mortgages, notices of lien or similar instruments in any jurisdiction, or take possession of or control over, or take any other action in order to validate and perfect the liens and security interests granted to them hereunder. Whether or not the DIP Agent on behalf of the DIP Lenders or the First Lien Prepetition Agent on behalf of the First Lien Prepetition Secured Parties shall, in its sole discretion, choose to file such financing statements, trademark filings, copyright filings, mortgages, notices of lien or similar instruments, or take possession of or control over, or otherwise confirm perfection of the liens and security interests granted to them hereunder, such liens and security interests shall be deemed valid, perfected, allowed, enforceable, non-avoidable and not subject to challenge dispute or subordination, at the time and on the date of entry of this Interim Order. Upon the request of the DIP Agent, each of the Prepetition Agents, without any further consent of any party, is authorized to

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take, execute, deliver and file such instruments (in each case without representation or warranty of any kind) to enable the DIP Agent to further validate, perfect, preserve and enforce DIP Liens. The Debtors shall execute and deliver to the DIP Agent and the First Lien Prepetition Agent all such agreements, financing statements, instruments and other documents as the DIP Agent, the First Lien Prepetition Agent may reasonably request to more fully evidence, confirm, validate, perfect, preserve and enforce the DIP Liens and the Adequate Protection Liens. All such documents will be deemed to have been

recorded and filed as of the Petition Date. (b) A certified copy of this Interim Order may, in the discretion of the DIP

Agent, be filed with or recorded in filing or recording offices in addition to or in lieu of such financing statements, mortgages, notices of lien or similar instruments, and all filing offices are hereby authorized to accept such certified copy of this Interim Order for filing and recording. (c) Any provision of any lease or other license, contract or other agreement

that requires (i) the consent or approval of one or more landlords or other parties or (ii) the payment of any fees or obligations to any governmental entity, in order for any Debtor to pledge, grant, sell, assign or otherwise transfer any such leasehold interest, or the proceeds thereof, or other post-petition collateral related thereto, is hereby deemed to be inconsistent with the applicable provisions of the Bankruptcy Code. Any such

provision shall have no force and effect with respect to the transactions granting postpetition liens, in such leasehold interest or the proceeds of any assignment and/or sale thereof by any Debtor, in favor of the DIP Lenders in accordance with the terms of the DIP Documents or this Interim Order.

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19.

Preservation of Rights Granted Under the Order. (a) No claim or lien having a priority superior to or pari passu with those

granted by this Interim Order to the DIP Agent, the DIP Lenders or the First Lien Prepetition Secured Parties shall be granted or allowed while any portion of the Financing (or any refinancing thereof) or the Commitments thereunder or the DIP Obligations or the Adequate Protection Obligations remain outstanding, and the DIP Liens and the Adequate Protection Liens shall not be (i) subject or junior to any lien or security interest that is avoided and preserved for the benefit of the Debtors estates under section 551 of the Bankruptcy Code or (ii) subordinated to or made pari passu with any other lien or security interest, whether under section 364(d) of the Bankruptcy Code or otherwise. (b) Unless all DIP Obligations shall have indefeasibly been paid in cash in full

and the Adequate Protection Obligations shall have been indefeasibly paid in cash in full, the Debtors shall not seek, and it shall constitute an Event of Default and terminate the right of the Debtors to use Cash Collateral if any of the Debtors seeks, or if there is entered, (i) any modification or extension of this Interim Order without the prior written consent of the DIP Agent, the Backstop Parties and the First Lien Prepetition Agent (or, to the extent the DIP Obligations shall have been indefeasibly paid in cash in full, only the First Lien Prepetition Agent), and no such consent shall be implied by any other action, inaction or acquiescence, or (ii) an order converting or dismissing any of the Cases. (c) If an order dismissing any of the Cases under section 1112 of the

Bankruptcy Code or otherwise is at any time entered, such order shall provide (in

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accordance with sections 105 and 349 of the Bankruptcy Code) that (i) the Superpriority Claims, priming liens, security interests and replacement security interests granted to the DIP Agent and the DIP Lenders and to the First Lien Prepetition Secured Parties pursuant to this Interim Order shall continue in full force and effect and shall maintain their priorities as provided in this Interim Order until all DIP Obligations and Adequate Protection Obligations shall have been indefeasibly paid in cash in full (and that such Superpriority Claims, priming liens and replacement security interests, shall, notwithstanding such dismissal, remain binding on all parties in interest) and (ii) this Court shall retain jurisdiction, notwithstanding such dismissal, for the purposes of enforcing the claims, liens and security interests referred to in clause (i) above. (d) If any or all of the provisions of this Interim Order are hereafter reversed,

modified, vacated or stayed, such reversal, stay, modification or vacatur shall not affect (i) the validity, priority or enforceability of any DIP Obligations or Adequate Protection Obligations incurred prior to the actual receipt of written notice by the DIP Agent or the First Lien Prepetition Agent, as applicable, of the effective date of such reversal, stay, modification or vacatur or (ii) the validity or enforceability of any lien or priority authorized or created hereby or pursuant to the DIP Agreement with respect to any DIP Obligations or Adequate Protection Obligations. Notwithstanding any such reversal, stay, modification or vacatur, any use of Cash Collateral, or DIP Obligations or Adequate Protection Obligations incurred by the Debtors to the DIP Agent, the DIP Lenders (including the Roll Up DIP Lenders), the First Lien Prepetition Agent or the other First Lien Prepetition Secured Parties prior to the actual receipt of written notice by the DIP Agent or the First Lien Prepetition Agent, as applicable, of the effective date of such

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reversal, stay, modification or vacatur shall be governed in all respects by the original provisions of this Interim Order, and the DIP Agent, the DIP Lenders, the First Lien Prepetition Agent and the other First Lien Prepetition Secured Parties shall be entitled to all the rights, remedies, privileges and benefits granted in section 364(e) (and with respect to the use of cash collateral, section 363(m)) of the Bankruptcy Code, this Interim Order and pursuant to the DIP Documents with respect to all uses of Cash Collateral, DIP Obligations and Adequate Protection Obligations. (e) Except as expressly provided in this Interim Order or in the DIP

Documents, the DIP Liens, the DIP Obligations, the Superpriority Claims, the Adequate Protection Obligations, the Adequate Protection Liens and all other rights and remedies of the DIP Agent, the DIP Lenders, the First Lien Prepetition Agent and the other First Lien Prepetition Secured Parties granted by the provisions of this Interim Order and the DIP Documents shall survive, and shall not be modified, impaired or discharged by (i) the entry of an order converting any of the Cases to a case under chapter 7, dismissing any of the Cases, terminating the joint administration of these Cases or by any other act or omission or (ii) the entry of an order confirming a plan of reorganization in any of the Cases and, pursuant to section 1141(d)(4) of the Bankruptcy Code, the Debtors have waived any discharge as to any remaining DIP Obligations pursuant to the DIP Loans. The terms and provisions of this Interim Order and the DIP Documents shall continue in these Cases, in any successor cases if these Cases cease to be jointly administered, or in any superseding chapter 7 cases under the Bankruptcy Code, the DIP Liens, the Superpriority Claims and the Adequate Protection Obligations and all other rights and remedies of the DIP Agent, the DIP Lenders, the First Lien Prepetition Agent and the

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other First Lien Prepetition Secured Parties granted by the provisions of this Interim Order and the DIP Documents shall continue in full force and effect until the DIP Obligations and the Adequate Protection Obligations are indefeasibly paid in cash in full. 20. Limitation on Use of Financing Proceeds and Collateral. Notwithstanding

anything herein or in any other order by this Court to the contrary, no borrowings, Cash Collateral, Prepetition Collateral, DIP Collateral, portion of the proceeds of the Financing or part of the Carve-Out may be used for any of the following (each, a Lender Claim) without the prior written consent of each affected party: (a) to object, contest or raise any defense to the validity, perfection, priority, extent or enforceability of any amount due under any DIP Document or Prepetition Loan Document, or the liens or claims granted under this Interim Order, any DIP Document or any Prepetition Loan Document, (b) to assert any claim or cause of action against the DIP Agent, any DIP Lender or any Prepetition Secured Party or their respective agents, affiliates, representatives, attorneys or advisors, (c) except to contest the occurrence or continuation of an Event of Default as forth in paragraph 11(c)(ii) of this Interim Order, to prevent, hinder or otherwise delay the DIP Agents or the Prepetition Agents assertion, enforcement or realization on the Cash Collateral or the DIP Collateral in accordance with the DIP Documents, the Prepetition Loan Documents or this Interim Order, (d) to assert or prosecute any action for preferences, fraudulent conveyances, equitable subordination, recharacterization or other avoidance power claims or any other claims, counterclaims or causes of action, objections, contests or defenses against the Prepetition Agents or other Prepetition Secured Party or their respective affiliates, representatives, attorneys or advisors in connection with matters related to the Prepetition Loan Documents, the Prepetition Debt, the Prepetition Security Interests, or the Prepetition Collateral (including the obligations thereunder), or (e) to seek to

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modify any of the rights granted to the DIP Agent, the DIP Lenders, the Prepetition Agents or the other Prepetition Secured Parties hereunder or under the DIP Documents or the Prepetition Loan Documents, provided that the Creditors Committee may spend up to $50,000 for the fees and expenses incurred in connection with the investigation of, but not litigation, objection or any challenge to, the Prepetition Security Interests. 21. Effect of Stipulations on Third Parties. (a) Each stipulation, admission and agreement contained in this Interim

Order, including, without limitation, in paragraph 4 of this Interim Order, shall be binding upon the Debtors and any successor thereto (including, without limitation, any chapter 7 or chapter 11 trustee appointed or elected for any of the Debtors) under all circumstances and for all purposes, and the Debtors are deemed to have irrevocably waived and relinquished all Lender Claims as of the date of entry of this Interim Order. Each stipulation, admission and agreement contained in this Interim Order, including, without limitation, in paragraph 4 of this Interim Order, shall also be binding upon all other parties in interest, including, without limitation, the Creditors Committee, under all circumstances and for all purposes, except to the extent that (i) a party in interest has, subject to the limitations contained herein, including, inter alia, in paragraph 20 of this Interim Order, timely and properly filed an adversary proceeding or contested matter asserting a Lender Claim with respect to any of the stipulations or admissions set forth in paragraph 4 of this Interim Order by no later than the date that is sixty (60) days (or such later date as has been agreed to, in writing, by the First Lien Prepetition Agent in its sole discretion) after the entry of the Final Order, and (ii) there is a final order in favor of the plaintiff sustaining such Lender Claim.

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(b)

The success of any particular Lender Claim shall not alter the binding

effect on each party in interest of any stipulation or admission not subject to such Lender Claim. Except to the extent (but only to the extent) a timely and properly filed adversary proceeding or contested matter asserting a Lender Claim is successful, (i) the First Lien Prepetition Debt shall constitute allowed claims, not subject to avoidance, recharacterization, recovery, subordination, attack, offset, counterclaims, defense or claim (as such term is defined in the Bankruptcy Code) of any kind pursuant to the Bankruptcy Code or other applicable law, for all purposes in the Cases and any subsequent chapter 7 cases, (ii) the First Lien Prepetition Security Interests shall be deemed to have been, as of the Petition Date, legal, valid, binding perfected and enforceable liens and security interests not subject to avoidance, recharacterization, recovery, subordination, attack, offset, counterclaims, defense or claim (as such term is defined in the Bankruptcy Code) of any kind, and (iii) the First Lien Prepetition Debt and the First Lien Prepetition Security Interests shall not be subject to any other or further challenge by any party in interest seeking to exercise the rights of the Debtors estates, including, without limitation, any successor thereto (including, without limitation, any chapter 7 or chapter 11 trustee appointed or elected for any of the Debtors) shall not be subject to any other or further challenge by any party in interest seeking to exercise the rights of the Debtors estates. (c) Nothing in this Interim Order vests or confers on any person (as defined in

the Bankruptcy Code), including the Creditors Committee, standing or authority to pursue any cause of action belonging to the Debtors or their estates, including, without

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limitation, Lender Claims with respect to the First Lien Prepetition Loan Documents or the First Lien Prepetition Debt. 22. Priorities Among the Prepetition Secured Parties. Notwithstanding anything to

the contrary herein or in any other order of this Court, in determining the relative priorities and rights of the Prepetition Secured Parties (including, without limitation, the relative priorities and rights of the Prepetition Secured Parties with respect to the adequate protection granted hereunder), such relative priorities and rights shall continue to be governed by the Prepetition Loan Documents.. 23. Collateral Agent. To the extent that any Prepetition Agent is the secured party

under any account control agreements, listed as loss payee under the Debtors insurance policies or is the secured party under any Prepetition Loan Document, the DIP Agent is also deemed to be the secured party under such account control agreements, loss payee under the Debtors insurance policies and the secured party under each such Prepetition Loan Document, shall have all rights and powers attendant to that position (including, without limitation, rights of enforcement) and shall act in that capacity and distribute any proceeds recovered or received first, for the benefit of the DIP Lenders in accordance with the DIP Agreement and second, subsequent to indefeasible payment in full in cash of all DIP Obligations, for the benefit of the Prepetition Secured Parties. Each Prepetition Agent shall serve as agent for the DIP Agent for purposes of perfecting their respective security interests and liens on all DIP Collateral that is of a type such that perfection of a security interest therein may be accomplished only by possession or control by a secured party.

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24.

Order Governs. In the event of any inconsistency between the provisions of (x)

this Interim Order and (y) the DIP Documents or the Prepetition Loan Documents, the provisions of this Interim Order shall govern. 25. Binding Effect; Successors and Assigns. The DIP Documents and the provisions

of this Interim Order, including all findings herein, shall be binding upon all parties in interest in these Cases, including, without limitation, the DIP Agent, the DIP Lenders, the Prepetition Agents and the other Prepetition Secured Parties, the Creditors Committee, and the Debtors and their respective successors and assigns (including any chapter 7 or chapter 11 trustee hereinafter appointed or elected for the estate of any of the Debtors, an examiner appointed pursuant to section 1104 of the Bankruptcy Code or any other fiduciary appointed as a legal representative of any of the Debtors or with respect to the property of the estate of any of the Debtors) and shall inure to the benefit of the DIP Agent, the DIP Lenders, the First Lien Prepetition Agent and the other First Lien Prepetition Secured Parties and the Debtors and their respective successors and assigns, provided, however, that the DIP Agent, the DIP Lenders, the First Lien Prepetition Agent and the other First Lien Prepetition Secured Parties shall have no obligation to permit the use of Cash Collateral or to extend any financing to any chapter 7 trustee or similar responsible person appointed for the estates of the Debtors. In determining to make any loan under the DIP Agreement, to permit the use of Cash Collateral or in exercising any rights or remedies as and when permitted pursuant to this Interim Order or the DIP Documents, the DIP Agent, the DIP Lenders, the First Lien Prepetition Agent and the other First Lien Prepetition Secured Parties shall not (i) be deemed to be in control of the operations of the Debtors or (ii) owe any fiduciary duty to the Debtors, their respective creditors, shareholders or estates. 26. Credit Bid.

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(a)

The First Lien Prepetition Agent, upon the direction of the requisite First

Lien Prepetition Secured Lenders, shall have the unqualified right (but not the obligation) to credit bid up to the full amount of the First Lien Prepetition Debt in any sale of the Prepetition Collateral under or pursuant to (i) section 363 of the Bankruptcy Code, (ii) a plan of reorganization or a plan of liquidation under section 1129 of the Bankruptcy Code, or (iii) a sale or disposition by a chapter 7 trustee for any Debtor under section 725 of the Bankruptcy Code. The Debtors, on behalf of themselves and their estates, stipulate and agree that any sale of all or part of the Prepetition Collateral that does not include an unqualified right to credit bid up to the full amount of the First Lien Prepetition Debt by the First Lien Prepetition Agent, as provided for in this subparagraph, would not result in the First Lien Prepetition Agent or the other First Lien Prepetition Secured Parties receiving the indubitable equivalent of their claims and interests. For the avoidance of doubt, the Second Lien Prepetition Agent and the Second Lien Prepetition Secured Lenders shall have no right to credit bid the obligations owed under the Second Lien Credit Agreement (Second Lien Prepetition Debt) in any sale of the Prepetition Collateral. (b) No Person shall have the right or power to credit bid all or part of the

Prepetition Debt except as set forth above in this paragraph 26. 27. Master Proof of Claim. In order to facilitate the processing of claims, to ease the

burden upon the Court and to reduce an unnecessary expense to the Debtors estates, the First Lien Prepetition Agent shall have the right (but not the duty) to file in the Debtors lead chapter 11 case (Velo Holdings Inc. (Case No. 12-11384 (MG)) a single, master proof of claim on behalf of the First Lien Prepetition Secured Parties on account of any and all of their respective claims

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arising under the First Lien Prepetition Loan Documents and hereunder (the Master Proof of Claim) against each of the Debtors. Upon the filing of the Master Proof of Claim against the Debtors, the First Lien Prepetition Agent and each other First Lien Prepetition Secured Party, and each of their respective successors and assigns, shall be deemed to have filed a proof of claim in the amount set forth opposite its name therein in respect of its claims against the Debtors of any type or nature whatsoever with respect to the First Lien Prepetition Loan Documents, and the claim of each First Lien Prepetition Secured Party (and each of their respective successors and assigns), named in the Master Proof of Claim shall be treated as if such entity had filed a separate proof of claim in each of these Cases. Subject to the Intercreditor Agreement, the First Lien Prepetition Agent shall have the right (but not the duty) to file a Master Proof of Claim on behalf of the Second Lien Prepetition Secured Parties on account of any and all of their respective claims arising under the Second Lien Prepetition Loan Documents and hereunder. The First Lien Prepetition Agent shall not be required to amend any Master Proof of Claim to reflect a change in the holders of the claims set forth therein or a reallocation among such holders of the claims asserted therein resulting from the transfer of all or any portion of such claims. The provisions of this paragraph 27 and the Master Proof of Claim are intended solely for the purpose of administrative convenience and shall not affect the right of each Prepetition Secured Party (or their successors in interest) to vote separately on any plan of reorganization proposed in these Cases. The First Lien Prepetition Agent shall not be required to file with the Master Proofs of Claim any instruments, agreements or other documents evidencing the obligations owing by the Debtors to the Prepetition Secured Parties, which instruments, agreements or other documents will be provided upon written request to counsel for the First Lien Prepetition Agent.

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28.

Effectiveness. This Interim Order shall constitute findings of fact and conclusions

of law and shall take effect and be fully enforceable nunc pro tunc to the Petition Date immediately upon entry hereof. Notwithstanding Bankruptcy Rules 4001(a)(3), 6004(h),

6006(d), 7062 or 9024 or any other Bankruptcy Rule, or Rule 62(a) of the Federal Rules of Civil Procedure, this Interim Order shall be immediately effective and enforceable upon its entry and there shall be no stay of execution or effectiveness of this Interim Order. 29. Exculpation. Nothing in this Interim Order, the DIP Documents, or any other

documents related to these transactions shall in any way be construed or interpreted to impose or allow the imposition upon the DIP Agent or any DIP Lender any liability for any claims arising from the prepetition or postpetition activities of the Debtors in the operation of their business, or in connection with their restructuring efforts. So long as the DIP Agent and the DIP Lenders comply with their obligations under the DIP Documents and their obligations, if any, under applicable law (including the Bankruptcy Code), (a) the DIP Agent and the DIP Lenders shall not, in any way or manner, be liable or responsible for (i) the safekeeping of the DIP Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof, or (iv) any act or default of any carried, servicer, bailee, custodian, forwarding agency or other person, and (b) all risk of loss, damage or destruction of the DIP Collateral shall be borne by the Debtors. 30. Headings. Section headings used herein are for convenience only and are not to

affect the construction of or to be taken into consideration in interpreting this Interim Order. 31. Final Hearing. The Final Hearing will be held by this Court on April 23, 2012 at

10:00 a.m. (prevailing Eastern time). The Debtors shall promptly transmit copies of this Interim Order (which shall constitute adequate notice of the Final Hearing) to the parties having been

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given notice of the Interim Hearing, to any party that has filed a request for notices with this Court and to the Creditors Committee after the same has been appointed, or the Creditors Committees counsel, if the same shall have been appointed. Any party in interest objecting to the relief sought at the Final Hearing shall file a written objection, which shall be served upon (a) Dechert LLP, 1095 Avenue of the Americas, New York, New York 10036, Attn: Michael J. Sage and Shmuel Vasser, attorneys for the Debtors; (b) Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019, Attn: Margot B. Schonholtz and Ana M. Alfonso, attorneys for the First Lien Prepetition Agent and the DIP Agent, (c) Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019, Attn: James P. Seery, Jr. and Lee S. Attansio, attorneys for the Second Lien Prepetition Agent, and (d) the United States Trustee, and shall be filed with the Clerk of the United States Bankruptcy Court, Southern District of New York, in each case to allow actual receipt by the foregoing no later than April 16, 2012 at 5:00 p.m. (prevailing Eastern time). Written reply papers, if any, in further support of the Motion shall be filed by April 19, 2012 at 12:00 noon (prevailing Eastern time) and served upon the foregoing notice parties. Dated: April 3, 2012 New York, New York

_____/s/Martin Glenn_______ MARTIN GLENN United States Bankruptcy Judge

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Exhibit A DIP Agreement See attached.

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WF&G DRAFT 4/2/12

$40,000,000 SUPERPRIORITY, SENIOR SECURED DEBTOR IN POSSESSION CREDIT AGREEMENT among V2V HOLDINGS LLC, as a Borrower, VERTRUE LLC, as a Borrower, VELO HOLDINGS INC., as a Guarantor, The Several Lenders from Time to Time Parties Hereto, and BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent, Sole Lead Arranger and Sole Bookrunner

Dated as of April __, 2012

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TABLE OF CONTENTS Page SECTION 1. DEFINITIONS.........................................................................................................2 1.1 1.2 1.3 1.4 Defined Terms .........................................................................................................2 Other Definitional Provisions ................................................................................23 Borrower Representative .......................................................................................23 Joint and Several Liability .....................................................................................24

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS.................................................24 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 2.14 2.15 2.16 2.17 2.18 2.19 2.20 2.21 2.22 2.23 2.24 2.25 2.26 The Loans...............................................................................................................24 Procedure for Loan Borrowing ..............................................................................26 Repayment of Loans ..............................................................................................27 [Intentionally Omitted] ..........................................................................................28 [Intentionally Omitted] ..........................................................................................28 [Intentionally Omitted] ..........................................................................................28 [Intentionally Omitted] ..........................................................................................28 [Intentionally Omitted] ..........................................................................................28 Fees ........................................................................................................................28 [Intentionally Omitted] ..........................................................................................29 Optional Prepayments............................................................................................29 Mandatory Prepayments ........................................................................................29 Conversion and Continuation Options...................................................................30 Minimum Amounts and Maximum Number of Eurodollar Tranches ...................30 Interest Rates and Payment Dates..........................................................................31 Computation of Interest and Fees ..........................................................................31 Inability to Determine Interest Rate.......................................................................31 Pro Rata Treatment and Payments.........................................................................32 Requirements of Law .............................................................................................33 Taxes ......................................................................................................................35 Indemnity ...............................................................................................................38 Illegality .................................................................................................................38 Mitigation of Costs; Change of Lending Office ....................................................39 Replacement of Lenders ........................................................................................39 Priority and Liens...................................................................................................40 Use of Proceeds......................................................................................................40

SECTION 3. [INTENTIONALLY OMITTED]..........................................................................41 SECTION 4. REPRESENTATIONS AND WARRANTIES......................................................41 4.1 4.2 4.3 4.4 Financial Condition................................................................................................41 [Intentionally Omitted] ..........................................................................................41 Existence; Compliance with Law ..........................................................................41 Corporate Power; Authorization; Enforceable Obligations...................................41
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4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 4.13 4.14 4.15 4.16 4.17 4.18 4.19 4.20 4.21 4.22 4.23 4.24

No Legal Bar..........................................................................................................42 No Material Litigation ...........................................................................................42 No Default..............................................................................................................43 Ownership of Property; Liens ................................................................................43 Intellectual Property...............................................................................................43 Taxes ......................................................................................................................43 Federal Regulations ...............................................................................................43 ERISA ....................................................................................................................44 Investment Company Act ......................................................................................44 Capital Stock, Ownership and Subsidiaries ...........................................................44 Environmental Matters...........................................................................................44 Accuracy of Information, etc .................................................................................45 Security Documents ...............................................................................................45 [Intentionally Omitted] ..........................................................................................46 Material Contracts..................................................................................................46 Employee Matters ..................................................................................................46 Insurance ................................................................................................................47 Patriot Act ..............................................................................................................47 Specified Prepetition Indebtedness ........................................................................47 Financing Orders....................................................................................................47

SECTION 5. CONDITIONS PRECEDENT ...............................................................................48 5.1 5.2 Conditions to Closing Date....................................................................................48 Conditions to Each Extension of Credit.................................................................50

SECTION 6. AFFIRMATIVE COVENANTS ...........................................................................51 6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 6.9 6.10 6.11 6.12 6.13 6.14 6.15 6.16 6.17 Financial Statements ..............................................................................................51 Certificates; Other Information..............................................................................53 Payment of Taxes and Claims................................................................................54 Conduct of Business and Maintenance of Existence, etc.; Compliance ................54 Maintenance of Property; Insurance ......................................................................54 Inspection of Property; Books and Records; Discussions .....................................55 Notices ...................................................................................................................56 Additional Collateral, etc .......................................................................................56 Further Assurances.................................................................................................58 Use of Proceeds......................................................................................................59 [Intentionally Omitted] ..........................................................................................59 Conference Calls....................................................................................................59 Miscellaneous Business Covenant.........................................................................59 Final Order .............................................................................................................59 [Intentionally Omitted] ..........................................................................................59 Milestones ..............................................................................................................59 Chief Restructuring Officer ...................................................................................60

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SECTION 7. NEGATIVE COVENANTS ..................................................................................60 7.1 7.2 7.3 7.4 7.5 7.6 7.7 7.8 7.9 7.10 7.11 7.12 7.13 7.14 7.15 7.16 7.17 7.18 7.19 7.20 7.21 7.22 Financial Covenants...............................................................................................61 Indebtedness...........................................................................................................62 Liens.......................................................................................................................63 Fundamental Changes............................................................................................64 Dispositions of Property ........................................................................................65 Restricted Payments...............................................................................................66 Investments ............................................................................................................67 Optional Payments and Modifications of Certain Debt Instruments .....................68 Transactions with Affiliates...................................................................................68 Sales and Leasebacks .............................................................................................69 Changes in Fiscal Periods ......................................................................................69 Negative Pledge Clauses........................................................................................69 Clauses Restricting Subsidiary Distributions.........................................................69 Lines of Business ...................................................................................................70 Limitation on Hedge Agreements..........................................................................70 Limitation on Activities of Holdings .....................................................................70 Equitable Lien........................................................................................................71 Use of Proceeds......................................................................................................71 Other Superpriority Claims....................................................................................71 Return of Inventory................................................................................................71 Critical Vendors and Other Payments....................................................................71 Exercise of Remedies.............................................................................................72

SECTION 8. EVENTS OF DEFAULT.......................................................................................72 8.1 ................................................................................................................................72

SECTION 9. THE AGENTS .......................................................................................................77 9.1 9.2 9.3 9.4 9.5 9.6 9.7 9.8 9.9 9.10 9.11 Appointment ..........................................................................................................77 Delegation of Duties ..............................................................................................77 Exculpatory Provisions ..........................................................................................77 Reliance by the Agents ..........................................................................................77 Notice of Default....................................................................................................78 Non-Reliance on Agents and Other Lenders .........................................................78 Indemnification ......................................................................................................79 Agent in Its Individual Capacity............................................................................79 Successor Agents ...................................................................................................79 Authorization to Release Liens and Guarantees ....................................................79 Lead Arranger ........................................................................................................80

SECTION 10. MISCELLANEOUS ..............................................................................................80 10.1 10.2 Amendments and Waivers .....................................................................................80 Notices ...................................................................................................................80
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10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11 10.12 10.13 10.14 10.15 10.16 10.17 10.18 10.19 10.20 10.21

No Waiver; Cumulative Remedies ........................................................................82 Survival of Representations and Warranties..........................................................82 Payment of Expenses; Indemnification .................................................................82 Successors and Assigns; Participations and Assignments .....................................83 Adjustments; Set off ..............................................................................................86 Counterparts...........................................................................................................87 Severability ............................................................................................................87 Integration ..............................................................................................................87 GOVERNING LAW..............................................................................................87 Submission to Jurisdiction; Waivers......................................................................87 Acknowledgments..................................................................................................88 Confidentiality .......................................................................................................88 Release of Collateral and Guarantee Obligations; Subordination of Liens ...........89 Accounting Changes ..............................................................................................89 WAIVERS OF JURY TRIAL ...............................................................................90 USA PATRIOT ACT.............................................................................................90 Delivery of Lender Addenda .................................................................................90 Certain Matters Relating to Tranche B Loans .......................................................90 Parties Including Trustees; Bankruptcy Court Proceedings ..................................90

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SCHEDULES; I The Commitments 4.4 Consents, Authorizations, Filings and Notices 4.6 Litigation 4.8A Excepted Property 4.8B Owned Real Property 4.14 Subsidiaries 4.21 Insurance 7.2(d) Existing Indebtedness 7.3(f) Existing Liens 7.7 Existing Investments 7.12 Existing Negative Pledge Clauses 7.13 Existing Clauses Restricting Subsidiary Distributions

EXHIBITS; A B C D E F G H I J K L M-1 M-2 Form of Guarantee and Collateral Agreement Form of Compliance Certificate Form of Closing Certificate Form of Assignment and Assumption [Intentionally Omitted] [Intentionally Omitted] Form of Joinder Agreement Form of Lender Addendum [Intentionally Omitted] [Intentionally Omitted] Form of Promissory Note Form of Interim Order Form of ACU Budget Form of CDNB Budget

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SUPERPRIORITY SENIOR SECURED DEBTOR IN POSSESSION CREDIT AGREEMENT, dated as of April __, 2012, among V2V HOLDINGS LLC, a Delaware limited liability company, as debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (V2V), Vertrue LLC, a Delaware limited liability company, as debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (Vertrue and together with V2V, the Borrower; and, each, where the context otherwise dictates, a Borrower), VELO HOLDINGS INC., a Delaware corporation as debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (Holdings and together with the Subsidiary Guarantors, each as debtor and debtor in possession under Chapter 11 of the Bankruptcy Code, the Guarantors and the Guarantors together with the Borrower, the Loan Parties), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), BARCLAYS BANK PLC (Barclays), as Administrative Agent, Collateral Agent, sole lead arranger and sole bookrunner. RECITALS; WHEREAS, capitalized terms used in these Recitals and not otherwise defined shall have the meanings assigned to such terms in Section 1.1 hereof; WHEREAS, Holdings, Vertrue (as survivor of a merger with Velo Acquisition Inc., a Delaware corporation), V2V (as party pursuant to the Additional Borrower Transactions as defined in the First Lien Credit Agreement), certain other Subsidiaries of Holdings, Barclays, as administrative agent and collateral agent (as successor agent to Lehman Commercial Paper Inc.) and the lenders from time to time parties thereto (the First Lien Lenders) are parties to that certain First Lien Credit Agreement, dated as of August 16, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the First Lien Credit Agreement), pursuant to which the First Lien Lenders established a credit facility consisting of $30,000,000 in revolving loans (the First Lien Revolving Loans) and $430,000,000 in term loans (the First Lien Term Loans and together with the First Lien Revolving Loans, the First Lien Loans); WHEREAS, on April 2, 2012 (the Petition Date), the Loan Parties filed voluntary petitions with the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court) commencing their respective cases that are pending under Chapter 11 of the Bankruptcy Code (the Chapter 11 Cases) and continue to operate their businesses and manage their properties as debtors and debtors in possession pursuant to Section 1107 and 1108 of the Bankruptcy Code; WHEREAS, on the Petition Date, the Loan Parties have commenced a harvest of the value of the ACU Business (the Harvest Transaction); WHEREAS, the Loan Parties intend to seek Bankruptcy Court approval for a supervised auction process for the sale of the Neverblue Business (the Neverblue Sale); WHEREAS, the Loan Parties intend to seek Bankruptcy Court approval for a supervised auction process for the opportunity to acquire the Coverdell Business pursuant to a plan of reorganization of Holdings (the Coverdell Sale and together with the Neverblue Sale, the Sale Transactions);
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WHEREAS, the Borrower has requested that the Lenders provide up to an aggregate principal amount not to exceed $20,000,000 in senior-secured, superpriority term loans pursuant to Section 364 of the Bankruptcy Code; and WHEREAS, the Lenders are willing to extend such senior-secured, superpriority term loans on the terms and subject to the conditions set forth herein, and in consideration in part for the roll-up of an amount not to exceed $20,000,000 of First Lien Loans and the grant of administrative priority claims and superpriority priming liens pursuant to the Interim Order (or the Final Order, when applicable); NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants contained herein, the sufficiency and receipt of which are hereby acknowledged, the parties agree as stated above and as follows: SECTION 1. DEFINITIONS 1.1 Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1. ABR: for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus of 1.00%, and (c) the three month Eurodollar Rate (which rate shall be determined on a daily basis and not be deemed to be less than 2.00% per annum) plus 1.00%. For purposes hereof: Prime Rate shall mean the prime lending rate as set forth on the British Banking Association Reuters Page 5 (or such other comparable page as may, in the reasonable opinion of the Administrative Agent, replace such page for the purpose of displaying such rate), as in effect from time to time. Any change in the ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. ABR Loans: Loans the rate of interest applicable to which is based upon the ABR. Acceptable Independent Director: as defined in Section 6.16(f). Accounting Changes: as defined in Section 10.16. ACU Budget: as defined in Section 6.1(d). ACU Business: the assets (including but not limited to assets and equity interests in Non-Guarantor Subsidiaries and Foreign Subsidiaries that comprise the Loan Parties ACU business. Administrative Agent: Barclays Bank PLC, as the administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any of its successors and permitted assigns.

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Adverse Proceeding means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Holdings, the Borrower and its consolidated Subsidiaries), at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of Holdings, the Borrower or any of their respective Subsidiaries, threatened in writing against Holdings, the Borrower or any of their respective Subsidiaries or any property of Holdings, the Borrower or any of their respective Subsidiaries. Affiliate: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, control of a Person means the power, directly or indirectly to direct or cause the direction of the management and policies of such Person, in either case whether by contract or otherwise. Agents: the collective reference to the Collateral Agent and the Administrative Agent. Aggregate Percentage: as to any Lender at any time, (a) the percentage which the sum of such Lenders Commitments then constitutes of the aggregate Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lenders Loans and Commitments then outstanding constitutes of the aggregate principal amount of the Loans and Commitments then outstanding). Agreed Purposes: as defined in Section 10.14. Agreement: this Superpriority Senior Secured Debtor in Possession Credit Agreement, as amended, supplemented or otherwise modified from time to time. Applicable Margin: for any day, (a) 8.0% as to Tranche A Loans bearing interest using the Base Rate and (b) 9.0% as to Tranche A Loans bearing interest using the Eurodollar Rate. Approved Fund: as defined in Section 10.6(b). Approved Transactions: each of (a) the Sale Transactions, (b) the Harvest Transaction and (c) any other sale transaction (including a credit bid) approved by the Administrative Agent and the Required Lenders, each acting in its reasonable discretion, pursuant to which any Business Segment (or all or substantially all of the assets of such Business Segment) is sold. Arranger: Barclays, in its capacity as Sole Lead Arranger and Sole Bookrunner. Asset Sale: any Disposition of Property or series of related Dispositions of Property by the Borrower or any Subsidiary which yields Net Cash Proceeds to any Loan Party other than any such Disposition permitted pursuant to Section 7.5(a), (b)(i) and (ii), (h) and (k), and an Approved Transaction.
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Assignee: as defined in Section 10.6(b). Assignment and Assumption: an Assignment and Assumption, substantially in the form of Exhibit D. Availability Period: as defined in Section 2.1(a). Available Tranche A-1 Commitment: as to any Tranche A-1 Lender at any time, an amount equal to the excess, if any, of (a) such Lenders Tranche A-1 Commitment then in effect over (b) such Lenders Tranche A-1 Loans then outstanding. Available Tranche A-2 Commitment: as to any Tranche A-2 Lender at any time, an amount equal to the excess, if any, of (a) such Lenders Tranche A-2 Commitment then in effect over (b) such Lenders Tranche A-2 Loans then outstanding. Avoidance Actions: the Loan Parties claims and causes of action under Sections 544, 545, 547, 548, 549, 550 and 553 of the Bankruptcy Code and any other avoidance actions under the Bankruptcy Code and the proceeds thereof and property received thereby, whether by judgment, settlement or otherwise. Backstop Commitment: the commitment of each Initial Lender to provide a Tranche A-1 Commitment or Tranche A-2 Commitment on the Closing Date in the amount set forth on Schedule I. Bankruptcy Code: Title 11 of the United States Code, as now and hereafter in effect, or any successor statutes. Bankruptcy Court: as defined in the recitals hereto. Barclays: as defined in the recitals hereto. Benefitted Lender: as defined in Section 10.7(a). Board: the Board of Governors of the Federal Reserve System of the United States (or any successor). Borrower: as defined in the preamble hereto. Borrower Intellectual Property: as defined in Section 4.9. Borrower Representative: as defined in Section 1.3. Borrowing Date: any Business Day on which the Lenders make Loans to the Borrower hereunder. Business: the business and any services, activities or businesses incidental or directly related or similar to any business or line of business engaged in by the Borrower or its Subsidiaries as of the Closing Date or any business or business activity that is a reasonable extension, development or expansion thereof or ancillary thereto.
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Business Day: a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close; 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 dollar deposits in the London interbank market. Business Segment: any one of (a) the ACU Business, (b) the Coverdell Business or (c) the Neverblue Business. Capital Expenditures: for any period, with respect to any Person, the aggregate of all cash expenditures by such Person for the acquisition or leasing (pursuant to a capital lease but excluding any amount representing capitalized interest) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) which are required to be capitalized under GAAP on a balance sheet of such Person. Capital Lease Obligations: as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP. Capital Stock: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation). Carve-Out: (a) all fees required to be paid to the Clerk of the Bankruptcy Court and to the Office of the United States Trustee for the Southern District of New York pursuant to Section 1930(a) of title 28 of the United States Code, (b) fees and disbursements incurred by a chapter 7 trustee (if any) under Section 726(b) of the Bankruptcy Code in an amount not to exceed $75,000, (c) accrued but unpaid fees and expenses of professionals retained by the Loan Parties or by the Committee, subject to customary restrictions set forth in the Interim Order, incurred prior to an Event of Default and allowed by the Bankruptcy Court; (d) after the occurrence and during the continuation of an Event of Default, allowed and unpaid professional fees and expenses incurred by (i) the Loan Parties, in an amount not to exceed $600,000 or (ii) the Committee, subject to customary restrictions set forth in the Interim Order, in an amount not to exceed $150,000; provided that, so long as no Event of Default shall have occurred and be continuing, the Carve-Out shall not be reduced by the payment of fees and expenses allowed by the Bankruptcy Court under Sections 328, 330 and 331 of the Bankruptcy Code (including, for the avoidance of doubt, fees and expenses incurred prior to an Event of Default that were allowable when incurred and allowed by the Bankruptcy Court after the occurrence and continuance of such Event of Default); provided further, that any payments of the allowed professional fees incurred after an Event of Default shall reduce the amount of the Carve-Out by the amount of any such payment. Cash Equivalents: (a) direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of
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acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of one year or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least A 2 by S&P or P 2 by Moodys, or carrying an equivalent rating by a nationally recognized rating agency if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within one year from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States (including any auction rate security resetting not more than one year from the prior reset date), by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moodys; (f) securities with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; and (g) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of any of clauses (a) through (f) of this definition; or (h) money market funds that (i) purport to comply generally with the criteria set forth in SEC Rule 2a 7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P or Aaa by Moodys or carrying an equivalent rating by a nationally recognized rating agency, and (iii) have portfolio assets of at least $5,000,000,000. Cash Management Order: an order of the Bankruptcy Court on an application or motion by the Borrower that is acceptable in form and substance to the Administrative Agent and the Initial Lenders, each acting in its sole discretion, approving the Loan Parties continued use of their cash management system, continuation of the intercompany transactions and administrative expense status for post-petition intercompany claims, and the Loan Parties continued use of existing bank accounts, checks and business forms. CDNB Budget: as defined in Section 6.1(d). CDNB Business: collectively, the Coverdell Business and the Neverblue Business. CDNB Projections: as defined in Section 5.1(h). Certificated Security: as defined in the Guarantee and Collateral Agreement. Chapter 11 Cases: as defined in the recitals hereto. Chattel Paper: as defined in the Guarantee and Collateral Agreement. Chief Restructuring Officer: a chief restructuring officer employed to supervise and direct the Harvest Transaction who is approved by an order of the Bankruptcy Court and acceptable to the Administrative Agent and the Lenders.
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Closing Date: the date on which the conditions precedent set forth in Section 5.1 shall have been satisfied, which date is April __, 2012. Code: the Internal Revenue Code of 1986, as amended from time to time. Collateral: collectively, all of the property in which Liens are granted pursuant to the Security Documents or the Interim Order (or Final Order, when applicable) as security for the Obligations. Collateral Agent: Barclays Bank PLC, in its capacity as collateral agent for the Secured Parties under the Security Documents and any of its successors and permitted assigns. Committee: the official committee of unsecured creditors appointed in the Chapter 11 Cases (if any). Commitment: as to any Lender, the Tranche A-1 Commitments and the Tranche A-2 Commitments (if any) of such Lender. Commonly Controlled Entity: an entity, whether or not incorporated, that is under common control with Holdings within the meaning of Section 4001 of ERISA. Commonly Controlled Plan: as defined in Section 4.12(b). Compliance Certificate: a certificate duly executed by a Responsible Officer substantially in the form of Exhibit B. Confidential Information: as defined in Section 10.14. Consolidated Net Income: of any Person for any period, the consolidated net income (or loss) of such Person and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided that in calculating Consolidated Net Income of Holdings, the Borrower or and its consolidated Subsidiaries for any period, there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any of its Subsidiaries and (b) the income (or deficit) of any Person (other than a Subsidiary) in which Holdings, the Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by Holdings, the Borrower or such Subsidiary in the form of dividends or similar distributions (which dividends and distributions shall be included in the calculation of Consolidated Net Income). Notwithstanding the foregoing, the initial and ongoing effect of any after-tax non-cash gains or losses resulting from any amortization, write-up, write-down or writeoff of assets or liabilities (including intangible assets, goodwill, deferred revenue, deferred marketing and deferred financing costs as a result of purchase accounting adjustments) in connection with any future Disposition, merger, consolidation or similar transaction or any other non-cash impairment charges incurred subsequent to the Closing Date resulting from the application at SFAS Nos. 141, 142 or 144 (excluding any non-cash item to the extent that it represents an accrual of or reserve for cash expenditures in any future period except to the extent such item is subsequently reversed) shall be excluded from Consolidated Net Income.

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Consolidated Net Interest Expense: of any Person for any period, (a) total cash interest expense (including that attributable to Capital Lease Obligations) of such Person and its Subsidiaries for such period with respect to all outstanding Indebtedness of such Person and its Subsidiaries, minus (b) the sum of (i) total cash interest income of such Person and its Subsidiaries for such period (other than any interest income of such Person and its Subsidiaries accruing as a result of loans made in the ordinary course of business to customers in connection with the business of MCM), in each case determined in accordance with GAAP plus (ii) any onetime financing fees (to the extent included in such Persons consolidated interest expense for such period), including, with respect to Holdings, those paid in connection with the transactions occurring on the Closing Date or in connection with any amendment hereof, the First Lien Credit Agreement or of the Second Lien Credit Agreement. Continuing Directors: the directors of Holdings on the Closing Date and each other director of Holdings, if, such other directors nomination for election to the board of directors of Holdings is recommended by at least 51% of the then Continuing Directors. Contractual Obligation: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound. Coverdell Business: the business operations and assets (including but not limited to assets and equity interests in Non-Guarantor Subsidiaries and Foreign Subsidiaries) of Coverdell & Company, Inc. and its subsidiaries. Coverdell Sale: as defined in the recitals hereto. Default: any of the events specified in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied. Designated First Lien Loans: any First Lien Loans deemed to constitute Tranche B Loans in accordance with Section 2.1(c)(i). DIP Budgets: as defined in Section 6.1(d). Disclosure Statement: a disclosure statement filed in the Chapter 11 Cases. Disposition: with respect to any Property, any sale, sale and leaseback, assignment, conveyance, transfer or other effectively complete disposition thereof. The terms Dispose and Disposed of shall have correlative meanings. Disqualified Capital Stock: Capital Stock that (a) requires the payment of any dividends (other than dividends payable solely in shares of Qualified Capital Stock) prior to the date that is 91 days after the latest final scheduled maturity date of the Loans, (b) matures or is mandatorily redeemable or subject to mandatory repurchase or redemption or repurchase at the option of the holders thereof, in each case in whole or in part and whether upon the occurrence of any event, pursuant to a sinking fund obligation on a fixed date or otherwise (including as the result of a failure to maintain or achieve any financial performance standards), prior to the date that is 91 days after the latest final scheduled maturity date of the Loans, as applicable (other
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than (i) upon payment in full of the Obligations (other than indemnification and other contingent obligations not yet due and owing) or (ii) upon a change in control; provided that any payment required pursuant to this clause (ii) is contractually subordinated in right of payment to the Obligations on terms reasonably satisfactory to the Administrative Agent) or (c) are convertible or exchangeable, automatically or at the option of any holder thereof, into any Indebtedness, Capital Stock or other assets other than Qualified Capital Stock. Dollars and $: dollars in lawful currency of the United States. Domestic Subsidiary: any direct or indirect Subsidiary organized under the laws of any jurisdiction within the United States other than any such Subsidiary directly owned by a Foreign Subsidiary. Environmental Laws: any and all applicable laws, rules, orders, regulations, statutes, ordinances, codes or decrees (including, without limitation, common law) of any Governmental Authority, regulating, relating to or imposing liability or standards of conduct concerning protection of the environment, as have been, are now, or at any time hereafter are, in effect. Environmental Liability: any claim, action, suit, judgment or order under or relating to any Environmental Law for any damages, injunctive relief, losses, fines, penalties, fees, expenses (including reasonable fees and expenses of attorneys and consultants) or costs, whether contingent or otherwise, including those arising from or relating to: (a) compliance or non-compliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Materials of Environmental Concern, (c) exposure to any Materials of Environmental Concern, (d) the Release of any Materials of Environmental Concern or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. ERISA: the Employee Retirement Income Security Act of 1974, as amended from time to time. Eurocurrency Reserve Requirements: for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves) under any regulations of the Board or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as Eurocurrency Liabilities in Regulation D of the Board) maintained by a member bank of the Federal Reserve System. Eurodollar Base Rate: with respect to each day during each Interest Period, the rate per annum determined on the basis of the rate for deposits in Dollars for a period equal to such Interest Period commencing on the first day of such Interest Period appearing on Reuters Page LIBOR01 as of 11:00 A.M., London time, two Business Days prior to the beginning of such Interest Period. In the event that such rate does not appear on Reuters Page LIBOR01 (or otherwise on the Reuters screen), the Eurodollar Base Rate for purposes of this definition shall

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be determined by reference to such other comparable publicly available service for displaying eurodollar rates as may be reasonably selected by the Administrative Agent. Eurodollar Loan: Loans the rate of interest applicable to which is based upon the Eurodollar Rate. Eurodollar Rate: with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the greater of (a) 2.0% and (b) a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%): Eurodollar Base Rate 1.00 - Eurocurrency Reserve Requirements Event of Default: any of the events specified in Section 8; provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied. Excluded Taxes: as defined in Section 2.20(a). Existing Credit Agreements the First Lien Credit Agreement and the Second Lien Credit Agreement. Facility: each of (a) the Tranche A-1 Commitments and the Tranche A-1 Loans, (b) the Tranche A-2 Commitments and the Tranche A-2 Loans and (c) the Tranche B Loans. FATCA: Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amendment or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof. Federal Funds Effective Rate: for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. Final Order: an order entered by the Bankruptcy Court in form and substance satisfactory to the Administrative Agent and the Required Lenders, each acting in its sole discretion, which Final Order shall not have been (a) vacated, reversed or stayed or (b) amended or modified except as otherwise agreed to in writing by the Administrative Agent and the Required Lenders, which among other things, authorizes the Loan Parties to obtain credit, incur (or guarantee) the Obligations and grant the Liens under the Loan Documents and provides for the superpriority claim status of the Obligations, and grants, on a final basis, all other relief granted in the Interim Order.

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Final Order Entry Date: the date that the Bankruptcy Court enters the Final Order in the Chapter 11 Cases. First Lien Credit Agreement: as defined in the recitals hereto. First Lien Lenders: as defined in the recitals hereto. First Lien Loan Documents: the First Lien Loan Documents referred to in the First Lien Credit Agreement. First Lien Loans: as defined in the recitals hereto. First Lien Security Documents: the First Lien Security Documents referred to in the First Lien Credit Agreement. Foreign Cash Equivalents: (a) certificates of deposit or bankers acceptances of, and bank deposits with, any bank organized under the laws of any country that is a member of the European Economic Community or Canada or any subdivision thereof, whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moodys is at least P-1 or the equivalent thereof, in each case with maturities of not more than six months from the date of acquisition, (b) commercial paper maturing not more than one year from the date of creation thereof and, at the time of acquisition, having the highest rating obtainable from either S&Ps or Moodys and (c) shares of any money market mutual fund that has its assets invested continuously in the types of investments referred to in clauses (a) and (b) above. Foreign Subsidiary: any Subsidiary that is not a Domestic Subsidiary. Funded Debt: with respect to any Person, all Indebtedness of such Person of the types described in clauses (a) through (e) and (g) of the definition of Indebtedness. Funding Office: the office specified from time to time by the Administrative Agent as its funding office by notice to the Borrower and the Lenders. GAAP: generally accepted accounting principles in the United States as in effect from time to time. Governmental Authority: any nation or government, any state, province or other political subdivision thereof and any governmental entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and, as to any Lender, any securities exchange and any self regulatory organization (including the NAIC). Guarantee and Collateral Agreement: the Guarantee and Collateral Agreement to be executed and delivered by Holdings, each Borrower and each Subsidiary Guarantor, substantially in the form of Exhibit A, as the same may be amended, supplemented or otherwise modified from time to time. Guarantee Obligation: as to any Person (the guaranteeing person), any obligation of the guaranteeing person guaranteeing or by which such Person becomes
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contingently liable for any Indebtedness, net worth, working capital earnings, leases, dividends or other distributions upon the stock or equity interests (the primary obligations) of any other third Person (the primary obligor) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets or any Investment permitted under this Agreement. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be such guaranteeing persons maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith. Guarantors: the collective reference to Holdings and the Subsidiary Guarantors. Harvest Transaction: as defined in the recitals hereto. Hedge Agreements: all interest rate swaps, caps, collar agreements, foreign exchange agreements, commodity contracts, currency swaps or similar arrangements entered into by Holdings, the Borrower or its Subsidiaries providing for protection against fluctuations in interest rates or currency exchange rates or the exchange of nominal interest obligations or the price of commodities, raw materials, utilities and energy, either generally or under specific contingencies, as each may be amended, supplemented, replaced or otherwise modified from time to time in accordance with this Agreement. Holdings: as defined in the preamble hereto. Indebtedness: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of Property or services (other than (i) trade payables, accrued expenses, current accounts and similar obligations incurred in the ordinary course of such Persons business and (ii) earn-outs and other contingent payments in respect of acquisitions except to the extent that the liability on account of any such earn-out or contingent payment becomes a fixed obligation), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property, in which case only the lesser of the amount of such obligation and the fair market value of such Property shall constitute Indebtedness), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or
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otherwise, as an account party or applicant under acceptance, letter of credit or similar facilities, (g) all obligations of such Person in respect of Disqualified Capital Stock, except for agreements with directors, officers and employees to acquire such Capital Stock upon the death or termination of employment of such director, officer or employee and (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above. Initial Lenders: (a) General Electric Capital Corporation and (b) each of the affiliates, funds and managed accounts of GoldenTree Asset Management listed on the signature pages hereto. Insolvency: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA. Insolvent: pertaining to a condition of Insolvency. Instrument: as defined in the Guarantee and Collateral Agreement. Intellectual Property: the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, copyrights, domain names, patents, trademarks, trade names, technology, know-how and processes, including the right to receive all proceeds and damages therefrom. Interest Payment Date: (a) as to any ABR Loan, the Business Day following the last day of each month to occur while such Loan is outstanding and the final maturity date of such Loan and (b) as to any Eurodollar Loan, the last day of such Interest Period. Interest Period: as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two or three months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two or three months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not later than 1:00 P.M., New York City time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that all of the foregoing provisions relating to Interest Periods are subject to the following: (i) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day; (ii) any Interest Period that would otherwise extend beyond the date final payment is due on the Loans shall end on such due date; and

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(iii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month. Interim Order: an order of the Bankruptcy Court in substantially the form set forth as Exhibit L on an application or motion by the Borrower that is acceptable in form and substance to the Administrative Agent and the Initial Lenders, each acting in its sole discretion, which Interim Order shall not have been (a) vacated, reversed or stayed or (b) amended or modified except as otherwise agreed to in writing by the Administrative Agent and the Initial Lenders, each acting in its reasonable discretion. Interim Tranche A-1 Limit: as defined in Section 2.1(a). Investments: as defined in Section 7.7. Iowa Appeal: the prosecution of the appeal taken by the Loan Parties of that certain Ruling as to Injunctive Relief and other Remedies: Final Judgment, dated March 7, 2011, entered by the Iowa District Court for Polk County, Case No. EQCE053486 (Hutchison, J.), or any other appeals taken by the Loan Parties of any additional or other final or interlocutory orders of the Iowa Court in connection with such ruling. Joinder Agreement: an agreement substantially in the form of Exhibit G. Laws: collectively, federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Authority. Lender Addendum: with respect to any Lender becoming a Lender on the Syndication Completion Date, a Lender Addendum, substantially in the form of Exhibit H, to be executed and delivered by such Lender on the Closing Date as provided in Section 10.19. Lenders: as defined in the preamble hereto. Lien: any mortgage, pledge, hypothecation, collateral assignment, encumbrance, lien (statutory or other), charge or other security interest or any other security agreement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing). Loan: any loan made by any Lender pursuant to this Agreement. Loan Documents: the collective reference to this Agreement, the Security Documents, the Notes (if any) and any amendment, waiver, supplement or other modification to any of the foregoing. Loan Parties: as defined in the preamble hereto.

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Material Adverse Effect: a material adverse effect on (a) the business, operations, property or financial condition of Holdings, the Borrower and its Subsidiaries, taken as a whole, other than as a result of those events that ordinarily occur in connection with the commencement of a case under chapter 11 of the Bankruptcy Code, (b) the validity or enforceability of the Loan Documents or the material rights and remedies of the Administrative Agent and the Lenders thereunder, in each case, taken as a whole, (c) the ability of the Loan Parties, taken as a whole, to fully and timely perform the Obligations, or (d) the rights, remedies and benefits available to, or conferred upon, the Administrative Agent, any Lender or any Secured Party under any Loan Document. Material Contract: each contract or other written agreement to which Holdings, the Borrower or any of its Subsidiaries is a party (other than the Loan Documents, but for the avoidance of doubt, including each agreement between PaymenTech and any Loan Party) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect. Materials of Environmental Concern: any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, ureaformaldehyde insulation, asbestos, pollutants, contaminants, radioactivity and any other substances that are defined as hazardous or toxic under any Environmental Law, that are regulated pursuant to any Environmental Law. Maturity Date: the earliest of: (a) the date that is six months after the commencement of the Chapter 11 Cases; provided that the Borrower shall have the right to request one or more extensions of such date to a date not later than December 31, 2012, and such date shall be extended pursuant to each such request so long as no Default or Event of Default has occurred or is continuing at the time of each such extension (for the avoidance of doubt, the Borrower shall not be required to pay a fee in connection with any such extension), (b) 30 days (or such longer period as may be agreed from time to time by the Administrative Agent and the Required Lenders, each acting in its sole discretion) after entry of the Interim Order if the Final Order has not been entered prior to the expiration of such period, (c) the substantial consummation (as defined in Section 1101 of the Bankruptcy Code of one or more plans of reorganization filed in the Chapter 11 Cases that is confirmed pursuant to an order entered by the Bankruptcy Court for any Loan Party in the Chapter 11 Cases, and (d) the date on which the Loans become due and payable in full hereunder, whether by acceleration or otherwise. Moodys: Moodys Investors Service, Inc. or any successor to the rating agency business thereof. Mortgage: any mortgage, deed of trust, hypothec or other similar document made by any Loan Party in favor of, or for the benefit of, the Collateral Agent for the benefit of the Secured Parties, in form and substance reasonably satisfactory to the Administrative Agent and the Borrower (taking into account the law of the jurisdiction in which such mortgage, deed of trust, hypothec or similar document is to be recorded), as the same may be amended, supplemented or otherwise modified from time to time.

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Multiemployer Plan: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA. MCM: My Choice Medical Holdings, Inc. NAIC: The National Association of Insurance Commissioners and any successors thereto. Net Cash Proceeds: (a) in connection with any Approved Transaction, Asset Sale or Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received, in each case, to the extent expressly permitted hereunder) of such Approved Transaction, Asset Sale or Recovery Event received by any Loan Party, net of attorneys fees, accountants fees, investment banking fees, consulting fees, amounts (including premiums or penalties, if any) required to be applied to the repayment of Indebtedness secured by a valid, perfected and non-avoidable Liens as of the Petition Date that, pursuant to mandatory provisions of applicable law, have priority over Liens granted pursuant to the Security Documents and the Interim Order (or Final Order, when applicable) expressly permitted hereunder on any asset which is the subject of such Approved Transaction, Asset Sale or Recovery Event (other than any Lien pursuant to any Loan Document, the First Lien Loan Document or the Second Lien Loan Documents) and other reasonable fees and expenses (including legal fees and expenses) actually incurred by any Loan Party in connection therewith and net of taxes paid or reasonably estimated to be payable by any Loan Party as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and any escrow or reserve for any indemnification payments (fixed or contingent) attributable to sellers indemnities and representations and warranties to purchaser in respect of the applicable Approved Transaction or Asset Sale undertaken by the Borrower or any of its Subsidiaries in connection with such Approved Transaction or Asset Sale (provided that upon release of any such escrow or reserve, the amount released shall be considered Net Cash Proceeds) and (b) in connection with any issuance or sale of debt securities or instruments or the incurrence of Funded Debt, the cash proceeds received from such issuance or incurrence, net of attorneys fees, investment banking fees, accountants fees, consulting fees, underwriting discounts and commissions and other reasonable fees and expenses (including legal fees and expenses) actually incurred in connection therewith. Neverblue Business: the business operations and assets (including but not limited to assets and equity interests in Non-Guarantor Subsidiaries and Foreign Subsidiaries) of the Neverblue business segment. Neverblue Sale: as defined in the recitals hereto. Non-Excluded Taxes: as defined in Section 2.20(a). Non-Guarantor Subsidiary: each Foreign Subsidiary and each of Edaptive Marketing LLC, FreeScore LLC, Interactive Voice Media New Jersey LLC, Discount

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Development Services LLC, Uni-Care, Inc., MemberWorks Canada LLC, Send Interactive Media Inc., Redwillow Media Inc., Playboost Media Inc., and Mobile Direct Media Inc. Non-U.S. Lender: as defined in Section 2.20(a). Note: any promissory note evidencing any Loan. Obligations: the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and all other obligations and liabilities of the Borrower to the Administrative Agent, to the Collateral Agent, or to any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, or any other Loan Document, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent, the Collateral Agent or any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise. Other Taxes: any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies assessed by any federal, state, local or foreign governmental authority having the power to impose such tax arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document. Participant: as defined in Section 10.6(c). PBGC: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor). Permitted Investors: the collective reference to the Sponsor and its Affiliates (but excluding, any portfolio companies of the foregoing). Person: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature. Petition Date: as defined in the recitals hereto. Plan: at a relevant time, any employee benefit plan as defined in Section 3(3) of ERISA and in respect of which Holdings, the Borrower or any of its Subsidiaries is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an employer as defined in Section 3(5) of ERISA. Plan of Reorganization: a plan of reorganization filed in the Chapter 11 Cases. Pledged Securities: as defined in the Guarantee and Collateral Agreement. Pledged Stock: as defined in the Guarantee and Collateral Agreement.

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Prime Rate: as defined in the definition of ABR. Pro Forma EBITDA: of any Person for any period, Consolidated Net Income of such Person and its Subsidiaries for such period plus, without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax (or any alternative tax in lieu thereof) expense (including state franchise and similar taxes) and including any income tax expense that may arise as a result of any income attributable to the cancellation of indebtedness, (b) Consolidated Net Interest Expense of such Person and its Subsidiaries, amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including commitment and administrative fees and charges with respect to the Facilities, the First Lien Loans and the Second Lien Loans), (c) depreciation and amortization expense, (d) amortization, impairment of intangibles and other non-cash charges (including, but not limited to, goodwill) and organization costs, (e) any extraordinary, unusual or non-recurring expenses or losses, (f) stock-option or employee benefits based and other equity-based compensation expenses, (g) transaction costs, fees and expenses incurred relating to the Approved Transactions, the transactions contemplated hereby and by the Second Lien Loan Documents (including any amendments or waivers of the Loan Documents, the First Lien Loan Documents or the Second Lien Loan Documents), and those payable in connection with the sale of Capital Stock, (h) [Intentionally Omitted], (i) proceeds from any business interruption insurance (in the case of this clause (i) to the extent not reflected as revenue or income in such statement of such Consolidated Net Income); (j) to the extent actually reimbursed in cash, expenses incurred to the extent covered by indemnification provisions in any agreement in connection with the Approved Transactions, (k) any call premium (or original issue discount) expenses or losses associated with the repurchase or repayment of Indebtedness, (l) the amount of any restructuring charges or reserves deducted in such period in computing Consolidated Net Income and incurred within 12 months of the date on which the transaction relating to such restructuring charges or reserves is consummated (which, for the avoidance of doubt, shall include retention, severance, systems establishment cost, excess pension charges, contract termination costs, future lease commitments, and costs to consolidate facilities and relocate employees), (m) any non-cash charges, expenses or losses (including any impairment charges and the impact of purchase accounting, including, but not limited to, the amortization of inventory step-up) reducing Consolidated Net Income for such period (excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period), (n) all losses realized upon the Disposition of properties or assets which are not sold or otherwise disposed of in the ordinary course of business; (o) any loss from discontinued operations and any loss on disposal of discontinued operations in accordance with GAAP or if otherwise reasonably acceptable to the Administrative Agent,(p) intercompany charges and (q) the cumulative effect of any change in accounting principles, minus, to the extent included in the statement of such Consolidated Net Income for such period, the sum of (a) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business) and (b) any non-cash items (including non-cash gains resulting from the purchase of Term Loans pursuant to a Debt Purchase Transaction) increasing Consolidated Net Income for such Person for such period (excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges made in any prior period or which will result in the receipt of cash in a future period), all as determined on a consolidated basis;
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provided that for purposes of calculating Pro Forma EBITDA of Holdings, the Borrower and its Subsidiaries for any period, (A) the Pro Forma EBITDA of any Person acquired by Holdings, the Borrower or its Subsidiaries during such period shall be included on a pro forma basis for such period (but assuming the consummation of such acquisition and the incurrence or assumption of any Indebtedness in connection therewith occurred on the first day of such period and assuming any synergies and cost savings to the extent certified by a Responsible Officer of Holdings as having been determined in good faith to be reasonably anticipated to be realizable within 12 months following such acquisition, provided that the aggregate amount of such synergies and cost savings shall not for any period exceed 10% of the Borrowers Pro Forma EBITDA for the applicable period, prior to giving pro forma effect to such synergies and cost savings) and (B) the Pro Forma EBITDA of any Person Disposed of by Holdings, the Borrower or its Subsidiaries during such period shall be excluded for such period (assuming the consummation of such Disposition and the repayment of any Indebtedness in connection therewith occurred on the first day of such period). Property: any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock. Qualified Capital Stock: any Capital Stock that is not Disqualified Capital Stock. Recovery Event: any settlement of or payment in respect of any property insurance claim or casualty insurance claim or any condemnation proceeding relating to any asset of the Borrower or any Subsidiary Guarantor. Register: as defined in Section 10.6(b)(iv). Regulation U: Regulation U of the Board as in effect from time to time. Related First Lien Lender: with respect to any Tranche A Lender, any of its Affiliates that holds First Lien Loans to whom such Tranche A Lender has assigned the right to exercise all or a portion of its Tranche B Entitlement, such assignment to be notified in writing to the Administrative Agent upon the vesting of the relevant Tranche B Entitlement. Release: any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or within or upon any building, structure or facility. Reorganization: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA. Reportable Event: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the 30 day notice period is waived by the PBGC in accordance with the regulations thereunder. Representatives: as defined in Section 10.14.

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Required Lenders: at any time, the holders of more than 50% of the sum of (a) the aggregate unpaid principal amount of the Loans then outstanding and (b) the Commitments then in effect. Prior to the Syndication Completion Date, the Initial Lenders shall constitute the Required Lenders. If, after the Syndication Completion Date, the Initial Lenders remain the only Lenders, then the Initial Lenders shall continue to constitute the Required Lenders. Requirement of Law: as to any Person, the certificate of incorporation and bylaws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. Responsible Officer: the chief executive officer, president, chief financial officer (or similar title), chief operating officer, controller or treasurer (or similar title) of Holdings or the Borrower, as applicable, or (with respect to Section 6.7) any Subsidiary and, with respect to financial matters, the chief financial officer (or similar title) or treasurer (or similar title) of Holdings or the Borrower, as applicable. Restricted Payments: as defined in Section 7.6. S&P: Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor to the rating agency business thereof. Sale Transactions: as defined in the recitals hereto. SEC: the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority). Second Lien Agent: Wilmington Trust, National Association, as administrative agent under the Second Lien Credit Agreement. Second Lien Credit Agreement: that certain Second Lien Credit Agreement, dated as of August 16, 2007, among V2V, Vertrue, Holdings, the Second Lien Agent and the Lenders from time to time parties thereto, as amended, restated or otherwise modified prior to the date hereof. Second Lien Lenders: the Persons referred to as Lenders in the Second Lien Credit Agreement. Second Lien Loan Documents: the Second Lien Loan Documents referred to in the Second Lien Credit Agreement. Second Lien Loans: the Second Lien Loans referred to in the Second Lien Credit Agreement. Secured Parties: collectively, the Lenders, the Administrative Agent, the Collateral Agent, any other holder from time to time of any of the Obligations (in their capacities as holders thereof) and, in each case, their respective successors and permitted assigns.
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Security Documents: the collective reference to the Guarantee and Collateral Agreement, the Interim Order, the Final Order (when applicable), the Cash Management Order and all other security documents (including any Mortgages) delivered on the Closing Date or hereafter delivered to the Administrative Agent or the Collateral Agent purporting to grant a Lien on any Property of any Loan Party to secure the Obligations. Single Employer Plan: any Plan that is covered by Title IV of ERISA, but which is not a Multiemployer Plan. Sponsor: One Equity Partners II, L.P., Rho Capital Partners, Inc., Brencourt Credit Opportunities Master, Ltd and Brencourt BD, LLC and any Affiliates thereof (but excluding any portfolio companies of the foregoing). Subsidiary: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a Subsidiary or to Subsidiaries in this Agreement shall refer to a direct or indirect Subsidiary or Subsidiaries of the Borrower; provided, that in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a directors qualifying share of the former Person shall be deemed to be outstanding. Subsidiary Guarantors: each wholly-owned Domestic Subsidiary (other than Non-Guarantor Subsidiaries). Syndication Completion Date: the date of the completion and closing of the allocation of the Tranche A Commitments, Tranche A Loans, Tranche B Entitlements and Tranche B Loans among the First Lien Lenders, as determined by the Administrative Agent and notified to the Borrower and the Lenders which date shall be no later than the date that is 5 Business Days after the Closing Date. Tranche A Lender: each Lender holding Tranche A Commitments or Tranche A Loans. Tranche A Loans: the Tranche A-1 Loans and the Tranche A-2 Loans. Tranche A-1 Commitment: as to any Lender, the obligation of such Lender, if any, to make Tranche A-1 Loans in an aggregate principal amount not to exceed the amount set forth under the heading Tranche A-1 Commitment opposite such Lenders name on the Lender Addendum delivered by such Lender, or, as the case may be, in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original aggregate amount of the Tranche A-1 Commitments is $12,000,000.
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Tranche A-1 Loans: as defined in Section 2.1(a). Tranche A-1 Percentage: as to any Lender at any time, (a) the percentage which the sum of such Lenders Tranche A-1 Commitments then constitutes of the aggregate Tranche A-1 Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lenders Tranche A-1 Loans and Tranche A-1 Commitments then outstanding constitutes of the aggregate principal amount of the Tranche A-1 Loans and Tranche A-1 Commitments then outstanding). Tranche A-2 Commitment: as to any Lender, the obligation of such Lender, if any, to make Tranche A-2 Loans in an aggregate principal amount not to exceed the amount set forth under the heading Tranche A-2 Commitment opposite such Lenders name on the Lender Addendum delivered by such Lender, or, as the case may be, in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The original aggregate amount of the Tranche A-2 Commitments is $8,000,000. Tranche A-2 Loans: as defined in Section 2.1(b). Tranche A-2 Percentage: as to any Lender at any time, (a) the percentage which the sum of such Lenders Tranche A-2 Commitments then constitutes of the aggregate Tranche A-2 Commitments (or, at any time after the Closing Date, the percentage which the aggregate principal amount of such Lenders Tranche A-2 Loans and Tranche A-2 Commitments then outstanding constitutes of the aggregate principal amount of the Tranche A-2 Loans and Tranche A-2 Commitments then outstanding). Tranche B Entitlement: means the entitlement of each Tranche A Lender to have outstanding First Lien Loans held by such Tranche A Lender, or a Related First Lien Lender of such Tranche A Lender, as the case may be, in an aggregate principal amount equal to the sum of the aggregate principal amounts of the Tranche A-1 Commitment and Tranche A-2 Commitment of such Tranche A Lender, deemed to be Tranche B Loans hereunder. Tranche B Lender: each Lender holding Tranche B Entitlements or Tranche B Loans. Tranche B Loans: certain First Lien Loans deemed to be Tranche B Loans in accordance with Section 2.1(b). Tranche B Vesting Date: each date on which any portion of the Tranche B Entitlements are deemed to be vested in accordance with Section 2.1(c)(i) including, for the avoidance of doubt, the Final Order Entry Date to the extent that there remain unvested Tranche B Entitlements on such date. Transferee: any Assignee or Participant. Type: as to any Tranche A Loan, its nature as an ABR Loan or a Eurodollar Loan.

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United States: the United States of America. U.S. Tax Compliance Certificate as defined in Section 2.20(d). U.S. Trustee the Office of the United States Trustee for the Southern District of New York. Vertrue: as defined in the preamble hereto. V2V: as defined in the preamble hereto. 1.2 Other Definitional Provisions. Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto. As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to Holdings, the Borrower and its Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the words include, includes and including shall be deemed to be followed by the phrase without limitation, and (iii) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time. (a) The words hereof, herein and hereunder and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Annex, Section, Schedule and Exhibit references are to this Agreement unless otherwise specified. (b) The term license shall include sub-license.

(c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. 1.3 Borrower Representative. V2V hereby irrevocably appoints Vertrue as its representative and agent (in such capacity, the Borrower Representative) on its behalf for the purposes of giving notices, giving instructions with respect to the disbursement of the proceeds of the Loans, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of the Borrower under the Loan Documents. The Borrower Representative hereby accepts such appointment. Each of the Agents and each Lender may regard any notice or other communication pursuant to any Loan Document from the Borrower Representative as a notice or communication from the Borrower, and may give any notice or communication required or permitted to be given to either Borrower to the Borrower Representative on behalf of such Borrower. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by the Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.
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1.4

Joint and Several Liability

All of the parties hereto agree that V2V and Vertrue shall be obligated for all of (a) the Obligations of the Borrower, (b) each of the Borrower Credit Agreement Obligations and Borrower Obligations (as each such term is defined in the Guarantee and Collateral Agreement) of the Borrower and (c) all other obligations of the Borrower under this Agreement and the other Loan Documents, on a joint and several basis, notwithstanding which Borrower may have directly received the proceeds of any particular Loan. The obligations of each Borrower under the Loan Documents shall be primary obligations of such Borrower. The Borrowers each acknowledge and agree that, for purposes of the Loan Documents, each Borrower receives a benefit from the availability of credit under this Agreement to the Borrowers. The Borrowers confirm that the disbursement of Loan proceeds to an account of the Borrowers maintained by any Borrower constitutes a Loan to all Borrowers. SECTION 2. AMOUNT AND TERMS OF COMMITMENTS 2.1 The Loans.

(a) Tranche A-1 Loans. Subject to the terms and conditions hereof, each Tranche A-1 Lender severally agrees to make term loans in Dollars to the Borrower from time to time during the period beginning on the Closing Date and ending on the Maturity Date (the Availability Period), in an aggregate amount not to exceed the Tranche A-1 Commitment of such Tranche A-1 Lender (the Tranche A-1 Loans); provided that, prior to the Final Order Entry Date, the aggregate amount of Tranche A-1 Loans that may be made to the Borrower shall not exceed $5,000,000 (the Interim Tranche A-1 Limit). Each Tranche A-1 Lenders Tranche A-1 Commitment shall be reduced immediately and without further action on each Borrowing Date in an amount equal to the amount of the Tranche A-1 Loans funded on such Borrowing Date. Any unused Tranche A-1 Commitments shall terminate on the Maturity Date. The Tranche A-1 Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13. Amounts repaid or prepaid on account of the Tranche A-1 Loans may not be reborrowed. (b) Tranche A-2 Loans. Subject to the terms and conditions hereof, each Tranche A-2 Lender severally agrees to make term loans in Dollars to the Borrower from time to time during the Availability Period, in an aggregate amount not to exceed the Tranche A2 Commitment of such Tranche A-2 Lender (the Tranche A-2 Loans). Each Tranche A-2 Lenders Tranche A-2 Commitment shall be reduced immediately and without further action on each Borrowing Date in an amount equal to the amount of the Tranche A-2 Loans funded on such Borrowing Date. Any unused Tranche A-2 Commitments shall terminate on the Maturity Date. The Tranche A-2 Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.13. Amounts repaid or prepaid on account of the Tranche A-2 Loans may not be reborrowed (c) Tranche B Loans. (i) On each Borrowing Date occurring prior to the Final Order Entry Date, a portion of the Tranche B Entitlement of each Tranche A Lender making Tranche A Loans on such Borrowing Date equal to the aggregate principal amount of the
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Tranche A Loans made by such Tranche A Lender shall become vested and First Lien Loans in such amount held by such Tranche A Lender and/or its Related First Lien Lender, as the case may be, shall be deemed to constitute Tranche B Loans hereunder. In addition, on the Final Order Entry Date, any Tranche B Entitlement that has not become vested in accordance with the immediately preceding sentence prior to such date shall become vested and First Lien Loans in the amount of such previously unvested Tranche B Entitlement held by such Tranche A Lender and/or its Related First Lien Lender, as the case may be, shall be deemed to constitute Tranche B Loans hereunder. Amounts repaid or prepaid on account of the Tranche B Loans may not be reborrowed. (ii) As of the Syndication Completion Date, the outstanding Tranche A Loans, Tranche A Commitments, Tranche B Loans and Tranche B Entitlements will be reallocated and deemed assigned hereunder in accordance with the procedures separately agreed among the Administrative Agent and the Initial Lenders. The Lenders agree to make such payments, sales, assignments and other transactions among themselves as are necessary to effect such reallocation, as determined by the Administrative Agent, and for the avoidance of doubt, no reallocation shall be effective until each applicable Lender has made such payments, sales, assignments and other transactions and such payments, sales, assignments and other transactions shall not be subject to the requirements of Section 10.6. (iii) Subject to the terms and conditions set forth herein, on each Tranche B Vesting Date, and without any further action by any party to this Agreement, the Designated First Lien Loans of each Tranche A Lender that are deemed to be Tranche B Loans on such date shall be administered, and shall from and after such date be designated as Tranche B Loans, hereunder. Such designation is not intended to and shall not constitute a payment on account of the applicable Designated First Lien Loans, which shall continue to be outstanding under the First Lien Credit Agreement and administered under this Agreement as Tranche B Loans, and for the avoidance of doubt, no cash or other payments shall be payable by the Loan Parties solely in connection with such designation; provided that, for the avoidance of doubt, the Tranche B Loans shall continue (A) to be guaranteed pursuant to the Guarantee and Collateral Agreement (as defined in the First Lien Credit Agreement) and secured by and entitled to the benefits of all Liens and security interests created and arising under the First Lien Security Documents (as defined in the First Lien Credit Agreement), which Liens and security interests shall remain in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, and having the same perfected status and priority, as if such loans had not been so designated and (B) to be entitled to a pro rata share of any payment, distribution or recovery on account of the Obligations (as defined in the First Lien Credit Agreement) that is otherwise shared among the First Lien Lenders as if the Tranche B Loans had continued to be administered by the administrative agent under the First Lien Credit Agreement (it being understood that any reduction in the principal amount of the Tranche B Loans made pursuant to any payment under the First Lien Credit Agreement shall constitute a dollar-for-dollar repayment of the Tranche B Loans for purposes hereof); provided, further, that with respect to clauses (A) and (B) of the foregoing proviso each Tranche B Lender agrees to be bound by the provisions of Article 9 of the First Lien Credit Agreement. The Administrative Agent shall, and each Tranche B Lender authorizes the Administrative Agent to, promptly notify Barclays Bank PLC or its successor as administrative agent under the First Lien Credit Agreement of the amount of each Tranche B Lenders Tranche B Loans as of each Tranche B Vesting Date so that Barclays Bank PLC or
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such successor administrative agent under the First Lien Credit Agreement may update the register of the First Liens Loans to reflect the transactions described in this Section 2.1(c)(iii) (it being understood and agreed that the Administrative Agent shall have no liability for providing such information, absent gross negligence or willful misconduct). For the avoidance of doubt, each Tranche B Lender acknowledges and agrees that by accepting the benefits of this Agreement it shall be deemed to have agreed to all provisions hereof, including the duties and obligations of a Lender. In addition, on each Tranche B Vesting Date any Related First Lien Lender becoming a Tranche B Lender hereunder on such date shall become a party to this Agreement as a Tranche B Lender hereunder by executing and delivering a Joinder Agreement. 2.2 Procedure for Loan Borrowing.

(a) Tranche A-1 Loans. The Borrower may borrow under the Tranche A-1 Commitments on any Business Day during the Availability Period; provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent (A) in the case of Eurodollar Loans, prior to 1:00 P.M., New York City time, three Business Days prior to the requested Borrowing Date or (B) in the case of ABR Loans, prior to 1:00 P.M., New York City time, one Business Day prior to the requested Borrowing Date), specifying (I) the amount of Tranche A-1 Loans to be borrowed, (II) the requested Borrowing Date, (III) whether such Tranche A-1 Loan is to be an ABR Loan or a Eurodollar Loan, (IV) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor and (V) the aggregate amount of Tranche A-1 Loans borrowed (including the Tranche A-1 Loans requested on such Borrowing Date) during the Availability Period. Each borrowing by the Borrower under the Tranche A-1 Commitments shall be in an amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof (or, if the aggregate Available Tranche A-1 Commitments are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,0000 or a whole multiple of $100,000 in excess thereof. (b) Tranche A-2 Loans. The Borrower may borrow under the Tranche A-2 Commitments on any Business Day during the Availability Period; provided that the Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent (A) in the case of Eurodollar Loans, prior to 1:00 P.M., New York City time, three Business Days prior to the requested Borrowing Date or (B) in the case of ABR Loans, prior to 1:00 P.M., New York City time, one Business Day prior to the requested Borrowing Date), specifying (I) the amount of Tranche A-2 Loans to be borrowed, (II) the requested Borrowing Date, (III) whether such Tranche A-2 Loan is to be an ABR Loan or a Eurodollar Loan, (IV) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor and (V) the aggregate amount of Tranche A-2 Loans borrowed (including the Tranche A-2 Loans requested on such Borrowing Date) during the Availability Period. Each borrowing by the Borrower under the Tranche A-2 Commitments shall be in an amount equal to (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof (or, if the aggregate Available Tranche A-2 Commitments are less than $500,000, such lesser amount) and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof.(c) Any Tranche A Loans made on the Closing Date shall initially be ABR Loans. Upon receipt of any notice of borrowing pursuant to Section 2.2(a) or Section 2.2(b) from the Borrower, the Administrative
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Agent shall promptly notify each Tranche A-1 Lender or Tranche A-2 Lender, as applicable, thereof. Each such Lender will make the amount of its pro rata share of such borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 2:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing will thereupon promptly be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. If no election as to the Type of a Loan is specified in any such borrowing notice, then the requested Loan shall be an ABR Loan. If no Interest Period is specified with respect to any requested Eurodollar Loan, the Interest Period with respect to such requested Loan shall be for one month from the borrowing date. 2.3 Repayment of Loans.

(a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of the appropriate Lender the principal amount of each Loan of such Lender outstanding on the Maturity Date (or such earlier date on which the Loans become due and payable hereunder). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans made to the Borrower from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.15. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (c) The Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 10.6(b)(iv), and a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan hereunder and any Note evidencing such Loan, the Type of such Loan and each Interest Period applicable thereto, (ii) the amount of any principal, interest and fees, as applicable, due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lenders share thereof. (d) The entries made in the Register and the accounts of each Lender maintained pursuant to Section 2.8(c) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded (absent manifest error); provided, however, that the failure of the Administrative Agent or any Lender to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement. (e) Any Lender may request that its Tranche A Loans be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such
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Lender and its registered assigns) and in the form attached hereto as Exhibit K. Thereafter, the Tranche A Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.6) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered not, to such payee and its registered assigns). 2.4 2.5 2.6 2.7 2.8 2.9 [Intentionally Omitted] [Intentionally Omitted] [Intentionally Omitted] [Intentionally Omitted] [Intentionally Omitted] Fees. The Borrower agrees to pay to the Administrative Agent:

(a) Upfront Fee. An amount equal to $200,000, which shall be fully earned on the Closing Date and payable in cash as follows: (i) one half on the Closing Date and (ii) one half on the Final Order Entry Date, in each case, divided among the Tranche A Lenders, with each Tranche A Lender receiving its ratable share (based on the percentage that the sum of its Tranche A Commitments and Tranche A Loans as of the relevant payment date constitutes of the sum of the Tranche A Commitments and Tranche A Loans of all Tranche A Lenders as of such date). (b) Backstop Fee. An amount equal to $600,000, which shall be fully earned on the Closing Date and payable in cash upon the entry of the Interim Order, such fee to be divided among the Initial Lenders, with each Initial Lender receiving its ratable share (based on the percentage that its Tranche A Commitments on the Closing Date constitute of the aggregate Tranche A Commitments on the Closing Date). (c) Agency Fee. An amount equal to $150,000 per annum, which shall be payable in cash (i) in advance on the Closing Date and (ii) on each anniversary of the Closing Date thereafter until the Maturity Date, for the benefit of the Administrative Agent. (d) Current cash payment of all reasonable documented and invoiced out-of-pocket fees and expenses of the Administrative Agent (including, without limitation, the reasonable fees and expenses of its legal counsel), payable beginning on the Closing Date, and thereafter on a monthly basis for the benefit of the Administrative Agent. (e) Such other fees as shall be agreed on with the Administrative Agent in writing, and in the amounts and at the times so specified. (f) All fees payable hereunder shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed in writing between the Borrower and the Administrative Agent).

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2.10

[Intentionally Omitted]

2.11 Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 1:00 P.M., New York City time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 1:00 P.M., New York City time, one Business Day prior thereto, in the case of ABR Loans and Tranche B Loans, which notice shall specify (i) the date and amount of prepayment and (ii) whether the prepayment is of Eurodollar Loans, ABR Loans or Tranche B Loans; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of (i) $500,000 or a whole multiple of $100,000 in excess thereof (in the case of prepayments of ABR Loans and Tranche B Loans) or (ii) $1,000,000 or a whole multiple of $100,000 in excess thereof (in the case of prepayments of Eurodollar Loans), and in each case shall be subject to the provisions of Section 2.18. (b) Amounts to be applied in connection with prepayments pursuant to this Section 2.11 shall be applied in accordance with Section 2.12(d). For the avoidance of doubt, no prepayment pursuant to this Section 2.11 shall be applied to the Tranche B Loans unless and until the Tranche A Loans have been repaid in full. 2.12 Mandatory Prepayments. (a) If any indebtedness for borrowed money (excluding any Indebtedness permitted to be incurred in accordance with Section 7.2) shall be incurred by Holdings, the Borrower or any of its Subsidiaries, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied within two Business Days of the date of receipt of such Net Cash Proceeds as set forth in Section 2.12(d). (b) If on any date Holdings, any Borrower or any of their respective Subsidiaries shall for its own account receive Net Cash Proceeds from any Asset Sale, Recovery Event or Approved Transaction, then an amount equal to 100% of such Net Cash Proceeds shall be applied within two Business Days of such date as set forth in Section 2.12(d). (c) If at close of business on the last Business Day of any fiscal month of the Borrower, the Loan Parties shall collectively hold cash and Cash Equivalents in an amount in excess of $8,000,000 (or such higher amount as the Required Lenders may from time to time agree to in their sole discretion), then an amount equal to 100% of such excess shall be applied within two Business Days of such date as set forth in Section 2.12(d). (d) Amounts to be applied in accordance with this Section pursuant to Section 2.11 or 2.12 shall be applied in the following order: first, at all times, to the prepayment of the outstanding Tranche A Loans and any other amounts then due and payable under this Agreement until paid in full, second, at any time after the Final Order Entry Date, to the prepayment of the outstanding Tranche B Loans until paid in full and third, at any time after the
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Final Order Entry Date, to the outstanding Obligations (as defined in the First Lien Credit Agreement) in the order specified in the First Lien Credit Agreement, until paid in full. The application of any prepayment to the outstanding Tranche A Loans pursuant to this Section 2.12(d) shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.12 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. 2.13 Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans made to the Borrower to ABR Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 1:00 P.M., New York City time, on the second Business Day preceding the proposed conversion date; provided that if any Eurodollar Loan is so converted on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21. The Borrower may elect from time to time to convert ABR Loans made to the Borrower to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 1:00 P.M., New York City time, on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor); provided that no ABR Loan under a particular Facility may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (b) Any Eurodollar Loan may be continued as such by the Borrower giving irrevocable notice to the Administrative Agent, in accordance with the applicable provisions of the term Interest Period set forth in Section 1.1 and no later than 1:00 P.M., New York City time, on the third Business Day preceding the proposed continuation date, of the length of the next Interest Period to be applicable to such Loans; provided that if any Eurodollar Loan is so continued on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21; provided, further, that no Eurodollar Loan under a particular Facility may be continued as such when any Event of Default has occurred and is continuing; provided, further, that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. (c) For the avoidance of doubt, Tranche B Loans shall not be permitted to be converted to, or continued as, ABR Loans or Eurodollar Loans. 2.14 Minimum Amounts and Maximum Number of Eurodollar Tranches. Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions, continuations and optional prepayments of Eurodollar Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each tranche of Eurodollar Loans shall be equal to a minimum of $1,000,000 or a whole multiple of $100,000 in excess thereof and (b) no more than 5 tranches of Eurodollar Loans shall be outstanding at any one time.

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2.15

Interest Rates and Payment Dates.

(a) Each (i) Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin and (ii) ABR Loan shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin. (b) Interest on the Tranche B Loans shall accrue in accordance with the provisions of the First Lien Credit Agreement that are applicable to the Designated First Lien Loans constituting such Loans. (c) At any time when an Event of Default shall have occurred and is continuing, (i) all Loans shall bear interest at a rate per annum equal to the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2% and (ii) if all or a portion of any interest payable on any Loan or any fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then applicable to ABR Loans plus 2%, in each case, with respect to clauses (i) and (ii) above, from the date of the occurrence of such Event of Default (as well after as before judgment). (d) Interest on the Tranche A Loans shall be payable by the Borrower in arrears on each Interest Payment Date; provided that interest accruing pursuant to paragraph (c) of this Section shall be payable from time to time on demand. 2.16 Computation of Interest and Fees. (a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be presumptively correct in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, promptly deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate pursuant to Section 2.15(a) and Section 2.15(b). 2.17 Inability to Determine Interest Rate. If prior to the first day of any Interest Period for any Eurodollar Loan: (a) the Administrative Agent shall have determined (which determination shall be presumptively correct absent manifest error) that, by reason of
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circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or (b) the Administrative Agent shall have received notice from the Required Lenders that by reason of any changes arising after the date of this Agreement the Eurodollar Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, the Administrative Agent shall give telecopy notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans shall be converted, on the last day of the then-current Interest Period with respect thereto, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent (which action the Administrative Agent will take promptly after the conditions giving rise to such notice no longer exist), no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert Loans to Eurodollar Loans. 2.18 Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder shall be made pro rata according to the respective Tranche A-1 Percentages or Tranche A -2 Percentages, as the case may be, of the relevant Lenders. Each payment in respect of principal or interest in respect of the Tranche A Loans and each payment in respect of fees payable to the Tranche A Lenders hereunder shall be made pro rata according to the respective outstanding principal amounts of the Tranche A Loans then held by the Tranche A Lenders. (b) Each payment in respect of principal or interest in respect of the Tranche B Loans and each payment in respect of fees payable to the Tranche B Lenders hereunder shall be made pro rata according to the respective outstanding principal amounts of the Tranche B Loans then held by the Tranche B Lenders. (c) [Intentionally Omitted]

(d) All payments (including prepayments) by the Borrower hereunder, whether on account of principal, interest, fees or otherwise, shall be made in Dollars without setoff or counterclaim and shall be made prior to 2:00 P.M., New York City time, on the due date thereof to the Administrative Agent, for the account of the relevant Lenders, at the Funding Office, in immediately available funds. The Administrative Agent shall distribute such payments to the relevant Lenders promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. In the case of any
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extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such extension. (e) Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be presumptively correct in the absence of manifest error. If such Lenders share of such borrowing is not made available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall give notice of such fact to the Borrower and the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Facility, on demand, from the Borrower. Nothing herein shall be deemed to limit the rights of the Administrative Agent or the Borrower against any defaulting Lender. (f) Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the relevant Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each relevant Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower. 2.19 Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority first made, in each case, subsequent to the date hereof: (i) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder; or
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(ii) shall impose on such Lender any other condition not otherwise contemplated hereunder (other than any changes to any Excluded Tax or increase in the rate of any Excluded Tax); and the result of any of the foregoing is to increase the cost to such Lender (other than an Excluded Tax) by an amount which such Lender reasonably deems in good faith to be material, of making, converting into, continuing or maintaining Eurodollar Loans hereunder or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender within 20 Business Days after the Borrowers receipt of a reasonably detailed invoice therefor (showing with reasonable detail the calculations thereof), any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled. Notwithstanding the foregoing provisions of this Section 2.19(a), any right of the Administrative Agent or a Lender to receive additional amounts on account of Non-Excluded Taxes or Other Taxes shall be governed by Section 2.20. (b) If any Lender shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority first made, in each case, subsequent to the date hereof shall have the effect of reducing the rate of return on such Lenders or such corporations capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lenders or such corporations written policies with respect to capital adequacy) by an amount deemed in good faith by such Lender to be material, then from time to time, after submission by such Lender to the Borrower (with a copy to the Administrative Agent) of a reasonably detailed written request therefor (consistent with the detail provided by such Lender to similarly situated borrowers), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such corporation for such reduction, provided that notwithstanding anything 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) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee 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. (c) A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender to the Borrower (with a copy to the Administrative Agent) shall be presumptively correct in the absence of manifest error. Notwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than six months prior to the date that such Lender notifies the Borrower of such Lenders intention to claim compensation therefor; provided that if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of such retroactive effect. The obligations of the
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Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Obligations. 2.20 Taxes. (a) Except as otherwise provided in this Agreement, all payments made by the Borrower under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority responsible for administering taxes, excluding (i) net or gross income taxes, net or gross profits or capital taxes and franchise taxes (imposed in lieu of net or gross income taxes) imposed on the Administrative Agent or any Lender by the United States or by the jurisdiction under the laws of which the Administrative Agent or such Lender, as the case may be, is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or, as a result of a present, former or future connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document), (ii) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Borrower is located, (iii) in the case of a Lender that is not a United States person within the meaning of Code Section 7701(a)(30) (a Non-U.S. Lender), any United States withholding tax that is imposed on amounts payable to such Non-U.S. Lender at the time such Non-U.S. Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Non-U.S. Lenders failure to comply with Section 2.20(d), except to the extent that such NonU.S. Lender (or its assignor, if any) was entitled at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to this Section 2.20(a) and (iv) any Taxes imposed on any withholdable payment payable to such recipient as a result of the failure of such recipient to satisfy the applicable requirements as set forth in FATCA (together the amounts described in clauses (i)-(iv) above are the Excluded Taxes). If any such taxes, levies, imposts, duties, charges, fees, deductions or withholdings (that are not Excluded Taxes (the Non-Excluded Taxes) or Other Taxes are required to be withheld from any amounts payable by the Borrower to the Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary for the Administrative Agent or such Lender to receive (after deduction or withholding of all NonExcluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement; provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender with respect to any NonExcluded Taxes (i) that are attributable to such Lenders failure to comply with the requirements of paragraph (d), (e) or (g), as applicable, of this Section or (ii) that are United States withholding taxes imposed on amounts payable under this Agreement to such Lender at the time such Lender becomes a Lender (or designates a new lending office), except to the extent that such Lenders assignor (if any) was entitled, at the time of assignment (or designation of such lending office), to receive additional amounts from the Borrower with respect to such NonExcluded Taxes pursuant to this paragraph.

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(b) Except as otherwise provided in this Agreement, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. (c) Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative Agent for the account of the Administrative Agent or Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof if such receipt is obtainable, or, if not, other reasonable evidence of payment. If the Borrower fails to pay any Non-Excluded Taxes or Other Taxes that the Borrower is required to pay pursuant to this Section 2.20 (or in respect of which the Borrower would be required to pay increased amounts pursuant to Section 2.20(a) if such Non-Excluded Taxes or Other Taxes were withheld) when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any payments by them of such Non-Excluded Taxes or Other Taxes and for any interest or penalties that become payable by the Administrative Agent or any Lender as a result of any such failure. (d) Each Non-U.S. Lender shall deliver to the Borrower and the Administrative Agent (or, in the case of a Participant, to the Borrower and to the Lender from which the related participation shall have been purchased), whichever of the following is applicable: (i) in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, United States federal income taxes pursuant to the interest article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, United States federal withholding tax pursuant to the business profits or other income article of such tax treaty; (ii) in the case of a Non-U.S. Lender claiming an exemption from United States federal income taxes for income that is effectively connected with a U.S. trade or business, executed originals of IRS Form W-8ECI; (iii) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that (A) such Non-U.S. Lender is not a bank within the meaning of Section 881(c)(3)(A) of the Code, a 10 percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a controlled foreign corporation described in Section 881(c)(3)(C) of the Code and (B) the interest payments in question are not effectively connected with a United States trade or business conducted by such Non-U.S. Lender or are effectively connected but are not includible in the Non-U.S. Lenders gross income for United States federal income tax purposes under an income tax treaty (a U.S. Tax Compliance Certificate) and (y) executed originals of IRS Form W-8BEN;

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(iv) to the extent that a Non-U.S. Lender is not the beneficial owner (for example, where the Non-U.S. Lender is a partnership or participating Lender granting a typical participation), executed originals of IRS Form W-8IMY, accompanied by a Form W8ECI, W-8BEN, U.S. Tax Compliance Certificate, Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Lender is a partnership (and not a participating Lender) and one or more beneficial owners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender may provide a U.S. Tax Compliance Certificate on behalf of each such beneficial owner; or (v) executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States federal income taxes, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to reasonably determine the withholding or deduction required to be made. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation) and from time to time thereafter upon the request of the Borrower or the Administrative Agent. In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall (i) promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the United States taxing authorities for such purpose) and (ii) take such steps as shall not be disadvantageous to it, in its reasonable judgment, and as may be reasonably necessary (including the re-designation of its lending office pursuant to Section 2.23) to avoid any requirement of applicable laws of any such jurisdiction that the Borrower make any deduction or withholding for taxes from amounts payable to such Lender. Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant to this paragraph that such Non-U.S. Lender is not legally able to deliver. (e) Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) (a U.S. Lender) shall deliver to the Borrower and the Administrative Agent two accurate and complete original, signed copies of IRS Form W-9, or any subsequent versions or successors to such form. Such forms shall be delivered by each U.S. Lender on or before the date it becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrower or the Administrative Agent). In addition, each U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such U.S. Lender. Each U.S. Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any previously delivered certifications to the Borrower (or any other form of certification adopted by the United States taxing authorities for such purpose). (f) If the Administrative Agent or any Lender determines, in good faith, that it has received a refund (or credit in lieu of a refund) of any Non-Excluded Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to Section 2.19 and this Section 2.20, it shall promptly pay over such amount to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.20 with respect to the
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Non-Excluded Taxes or Other Taxes giving rise to such refund or credit), net of all reasonable out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund or credit); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority; provided, further, that the Borrower shall not be required to repay to the Administrative Agent or the Lender an amount in excess of the amount paid over by such party to the Borrower pursuant to this Section. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person; provided that the Administrative Agent or such Lender, as the case may be, shall provide to the Loan Party a computation of any such repayment described in the preceding sentence (including a list of the expenses attributable to the refund or credit). The agreements in this Section shall survive the termination of this Agreement and the payment of the Obligations. (g) If a payment made to a Lender under any Loan Document would be subject to United States federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lenders obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (g), FATCA shall include any amendments made to FATCA after the date of this Agreement. 2.21 Indemnity. The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any reasonable and documented out-of-pocket loss or expense (other than lost profits, including the Applicable Margin) that such Lender may actually sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment of or conversion from Eurodollar Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment, conversion or continuation of Eurodollar Loans on a day that is not the last day of an Interest Period with respect thereto. A reasonably detailed certificate as to (showing in reasonable detail the calculation of) any amounts payable pursuant to this Section submitted to the Borrower by any Lender shall be presumptively correct in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment of the Obligations. 2.22 Illegality. Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof, in each
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case, first made after the date hereof, shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Agreement, such Lender shall promptly give notice thereof to the Administrative Agent and the Borrower, and (a) the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert ABR Loans to Eurodollar Loans shall be suspended during the period of such illegality and (b) such Lenders Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to ABR Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to Section 2.21. 2.23 Mitigation of Costs; Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.19, 2.20(a), 2.21 or 2.22 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided that such designation is made on terms that, in the sole good faith judgment of such Lender, cause such Lender and its lending office(s) to suffer no material economic, legal or regulatory disadvantage and; provided, further, that nothing in this Section shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.19, 2.20(a) or 2.22. 2.24 Replacement of Lenders. The Borrower shall be permitted to replace with a financial institution any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.19, 2.20 or 2.21 (to the extent a request made by a Lender pursuant to the operation of Section 2.21 is materially greater than requests made by other Lenders) or gives a notice of illegality pursuant to Section 2.22, (b) defaults in its obligation to make Loans hereunder, or (c) that has refused to consent to any waiver or amendment with respect to any Loan Document that requires such Lenders consent and has been consented to by the Required Lenders; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iii) the Borrower shall be liable to such replaced Lender under Section 2.21 (as though Section 2.21 were applicable) if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (iv) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent to the extent that an assignment to such replacement financial institution of the rights and obligations being acquired by it would otherwise require the consent of the Administrative Agent pursuant to Section 10.6(c), (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.6, (vi) the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.19 or 2.20, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, (vii) if applicable, the replacement financial institution shall consent to such amendment or waiver and (viii) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.
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2.25 Priority and Liens. The Borrower hereby covenants and agrees that, upon execution of this Agreement and upon the entry of the Interim Order (or Final Order, when applicable), the Obligations of the Loan Parties: (a) pursuant to Section 364(c)(1) of the Bankruptcy Code, shall at all times constitute joint and several superpriority claims in the Chapter 11 Cases; (b) pursuant to Section 364(c)(2) of the Bankruptcy Code, shall at all times be secured by a perfected first priority Lien on all real, personal, tangible and intangible property of the Loan Parties respective estates in the Chapter 11 Cases including, without limitation, all of the outstanding shares of Capital Stock of Subsidiaries of Holdings and the Borrower (limited, in the case of voting Capital Stock of Foreign Subsidiaries, to 65% of the voting Capital Stock of first tier Foreign Subsidiaries) that is not subject to valid, perfected and non-avoidable Liens as of the Petition Date that, pursuant to mandatory provisions of applicable law, have priority over Liens granted pursuant to the Security Documents and the Interim Order (or Final Order, when applicable) other than Avoidance Actions; provided that notwithstanding such exclusion of Avoidance Actions, the proceeds of such actions (including, without limitation, assets as to which Liens are avoided) shall be subject to such Liens under Section 364(c)(2) of the Bankruptcy Code and available to repay the Loans and all other Obligations of the Loan Parties); (c) pursuant to Section 364(d) of the Bankruptcy Code, shall at all times be secured by a perfected first priority priming Lien on all personal, tangible and intangible property of the Loan Parties subject to an existing Lien securing any outstanding debt under the Existing Credit Agreements; and (d) pursuant to Section 364(c)(3) of the Bankruptcy Code, shall be secured by a perfected junior Lien upon all real, personal, tangible and intangible property of the Loan Parties respective estates in the Chapter 11 Cases that is subject to valid, perfected and nonavoidable Liens in existence on the Petition Date that, pursuant to mandatory provisions of applicable law, have priority over Liens granted pursuant to the Security Documents and the Interim Order (or Final Order, when applicable) or to valid Liens in existence on the Petition Date that are perfected subsequent to the Petition Date as permitted by Section 546(b) of the Bankruptcy Code; subject in the case of each of the proceeding paragraphs, only to the Carve-Out, and, in each case, as set forth in the Interim Order (or Final Order, when applicable). 2.26 Use of Proceeds.

(a) The proceeds of the Tranche A-1 Loans will be used (i) to pay transaction costs, fees and expenses that are incurred in connection with this Agreement and the other Loan Documents and (ii) for working capital and general corporate purposes of Loan Parties, including allowed administrative expenses incurred during the Chapter 11 Cases or as have otherwise been approved by the Bankruptcy Court and for the purposes set forth in the Interim Order (or Final Order, when applicable), in each case in accordance with the then-current DIP Budgets.
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(b) The proceeds of the Tranche A-2 Loans will be used solely for the purposes specified therefor in the then current DIP Budgets. (c) Tranche B Loans. SECTION 3. [INTENTIONALLY OMITTED] SECTION 4. REPRESENTATIONS AND WARRANTIES To induce the Agents and the Lenders to enter into this Agreement and to make the Loans, Holdings and the Borrower hereby jointly represent and warrant (as to itself and each of its Subsidiaries) to the Agents and each Lender, which representations and warranties shall be deemed made on the Closing Date and on the date of each borrowing of Loans hereunder, that: 4.1 Financial Condition. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at December 31, 2011 and the related unaudited consolidated statement of income and cash flows for the twelve-month period ended on such date present, fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as at such date, and the combined results of its operations and its combined cash flows for the twelve-month period then ended (subject to absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the period involved (subject to the absence of footnotes and normal year-end adjustments). 4.2 [Intentionally Omitted] For the avoidance of doubt, there shall be no cash proceeds of the

4.3 Existence; Compliance with Law. Each of Holdings, the Borrower and its Subsidiaries (a) (i) is duly organized (or incorporated), validly existing and in good standing (or, only where if applicable, the equivalent status in any foreign jurisdiction) under the laws of the jurisdiction of its organization or incorporation, (ii) subject to the entry of the Interim Order (or Final Order, when applicable), has the corporate or organizational power and authority, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged except, in each case, to the extent that any such failure to have such power, authority or right would not reasonably be expected to have a Material Adverse Effect and (iii) is duly qualified as a foreign corporation or limited liability company and in good standing (where such concept is relevant) under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except, in each case, to the extent that the failure to be so qualified or in good standing (where such concept is relevant) would not reasonably be expected to have a Material Adverse Effect and (b) is in compliance with all Requirements of Law except to the extent that any such failure to comply therewith would not reasonably be expected to have a Material Adverse Effect. 4.4 Corporate Power; Authorization; Enforceable Obligations. Subject to the entry of the Interim Order (or Final Order, when applicable), each Loan Party has the corporate power and authority to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder. Subject to the entry of the Interim Order (or
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Final Order, when applicable), each Loan Party has taken all necessary corporate or other action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. Except as would not reasonably be expected to have a Material Adverse Effect, and subject to the entry of the Interim Order (or Final Order, when applicable), no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority is required in connection with the Chapter 11 Cases, the extensions of credit hereunder or the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except (i) consents, authorizations, filings and notices described in Schedule 4.4, which consents, authorizations, filings and notices have been obtained or made (except to the extent not yet required to have been obtained or made), each of which is in full force and effect or the failure to obtain which would not reasonably be expected to have a Material Adverse Effect and (ii) the filings referred to in Section 4.17. Subject to the entry of the Interim Order (or Final Order, when applicable), each Loan Document has been duly executed and delivered on behalf of each Loan Party that is a party thereto. Upon entry of the Interim Order (or Final Order, when applicable), this Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing. 4.5 No Legal Bar. Subject to the entry of the Interim Order (or Final Order, when applicable), the execution, delivery and performance of this Agreement and the other Loan Documents, the borrowings hereunder and the use of the proceeds thereof will not (a) violate the organizational or governing documents of any of the Loan Parties, (b) violate in any material respect any Requirement of Law or any material Contractual Obligation of Holdings, the Borrower or any of its Subsidiaries (other than any violation which would not reasonably be expected to result in a Material Adverse Effect) or (c) result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens permitted by Section 7.3 or as otherwise contemplated by the Loan Documents). 4.6 No Material Litigation. Except (a) for the Chapter 11 Cases, (b) the Iowa Appeal and (c) as set forth on Schedule 4.6, there are no unstayed Adverse Proceedings, individually or in the aggregate, (i) that could reasonably be expected to have a Material Adverse Effect or (ii) that involve any of the Loan Documents (other than objections or pleadings that may have been filed in the Chapter 11 Cases with respect to the Loan Parties seeking authorization to enter into the Loan Documents and incur the Obligations under this Agreement). Neither Holdings, the Borrower, nor any of its Subsidiaries (A) is in violation of any applicable Laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (B) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or other Governmental Authority, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

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4.7 continuing.

No Default. No Default or Event of Default has occurred and is

4.8 Ownership of Property; Liens. Except as set forth in Schedule 4.8A, each of Holdings, the Borrower and its Subsidiaries has valid and defensible title in fee simple to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in or right to use, all its other Property (other than Intellectual Property), in each case, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and none of such Property is subject to any Lien except as permitted by the Loan Documents. Schedule 4.8B lists all real property which is owned or leased by any Loan Party as of the Closing Date. 4.9 Intellectual Property. Each of Holdings, the Borrower and its Subsidiaries owns, or has a valid license to use, all Intellectual Property used and necessary for the conduct of its business as currently conducted free and clear of all Liens (other than Liens permitted hereunder), except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. To Holdings or the Borrowers knowledge, no holding, injunction, decision or judgment has been rendered by any Governmental Authority and neither Holdings, the Borrower nor any of its Subsidiaries has entered into any settlement stipulation or other agreement (except license agreements in the ordinary course of business) which would cancel the validity of Holdings, the Borrowers or any Subsidiarys rights in any Intellectual Property owned by Holdings, the Borrower or any Subsidiary (the Borrower Intellectual Property) in any respect that would reasonably be expected to have a Material Adverse Effect. To Holdings or the Borrowers knowledge, no pending claim has been asserted or threatened in writing by any Person challenging the use by Holdings, the Borrower or its Subsidiaries of any Borrower Intellectual Property or the validity of any Borrower Intellectual Property, except in each case as would not reasonably be expected to have a Material Adverse Effect. To Holdings or the Borrowers knowledge, the use of any Borrower Intellectual Property by Holdings, the Borrower or its Subsidiaries does not infringe on the rights of any other Person in a manner that would reasonably be expected to have a Material Adverse Effect. Holdings, the Borrower and its Subsidiaries have taken all commercially reasonable actions that in the exercise of their reasonable business judgment should be taken to protect the Borrower Intellectual Property, including Borrower Intellectual Property that is confidential in nature, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. 4.10 Taxes. Each of Holdings, the Borrower and each of its Subsidiaries (i) has filed or caused to be filed all postpetition federal, state, provincial and other material tax returns that are required to be filed and (ii) has paid all material taxes shown to be due and payable on said returns and all other taxes, fees or other charges imposed on it or any of its Property by any Governmental Authority responsible for administering taxes (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which any reserves required in conformity with GAAP have been provided on the books of Holdings, the Borrower or such Subsidiary, as the case may be). 4.11 Federal Regulations. No part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used for buying or carrying any margin stock within the respective meanings of each of the quoted terms under Regulation U as now and from
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time to time hereafter in effect or for any purpose that violates the provisions of the regulations of the Board. If requested by any Lender (through the Administrative Agent) or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G 3 or FR Form U 1 referred to in Regulation U. 4.12 ERISA. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an accumulated funding deficiency (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five year period prior to the date on which this representation is made with respect to any Single Employer Plan, and each Plan has complied with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Single Employer Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; none of Holdings, the Borrower nor any of its Subsidiaries has had (or reasonably expects to have) a complete or partial withdrawal from any Multiemployer Plan that has resulted or would reasonably be expected to result in a liability under ERISA and, to the knowledge of Holdings and the Borrower, no Multiemployer Plan is in Reorganization or Insolvent.(b) Holdings, the Borrower and its Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 3(3) of ERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Subsidiaries) (a Commonly Controlled Plan) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower and its Subsidiaries to pay money. 4.13 Investment Company Act. No Loan Party is an investment company, or a company controlled by an investment company, within the meaning of the Investment Company Act of 1940, as amended. 4.14 Capital Stock, Ownership and Subsidiaries. The Capital Stock of Holdings, the Borrower and each Subsidiary has been duly authorized and validly issued and is fully paid and non-assessable (to the extent such concepts are applicable). The Subsidiaries listed on Schedule 4.14 constitute all the Subsidiaries of Holdings at the Closing Date. Schedule 4.14 sets forth as of the Closing Date the name and jurisdiction of incorporation of each Subsidiary and, as to each Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party. As of the Closing Date, except as set forth on Schedule 4.14, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments of any nature to which Holdings or any of its Subsidiaries is a party relating to any Capital Stock of the Borrower or any of its Subsidiaries. 4.15 Environmental Matters. Other than exceptions to any of the following that would not reasonably be expected to have a Material Adverse Effect: none of Holdings, the Borrower or any of its Subsidiaries (i) has failed to comply with any Environmental Law or to
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obtain, maintain or comply with any permit, license or other approval required under any Environmental Law for the operation of the Business; or (ii) has become subject to any Environmental Liability. 4.16 Accuracy of Information, etc. No statement or information (excluding the projections and pro forma financial information referred to below) contained in this Agreement, any other Loan Document or any certificate furnished to the Administrative Agent or the Lenders or any of them, by or on behalf of any Loan Party for use in connection with the transactions contemplated by this Agreement or the other Loan Documents when taken as a whole, contained as of the date such statement, information, or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not materially misleading in light of the circumstances in which they were made. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. 4.17 Security Documents.

(a) The Interim Order (or the Final Order, when applicable) is effective to create in favor of Administrative Agent for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and Lien on the Collateral (including any proceeds of any item of Collateral) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing, and upon entry of the Interim Order (or Final Order, when applicable), the Lien created by the Interim Order (or Final Order, when applicable) shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Collateral, subject to no Liens other than valid, perfected and non-avoidable Liens as of the Petition Date that, pursuant to mandatory provisions of applicable law, have priority over Liens granted pursuant to the Security Documents and the Interim Order (or Final Order, when applicable). (b) In addition, the Guarantee and Collateral Agreement and each other Security Document delivered pursuant to Section 6.15 will, upon execution and delivery thereof and upon entry of the Interim Order (or the Final Order, when applicable), be effective to create in favor of Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in and first priority Lien on all of the Loan Parties right, title and interest in and to the Collateral thereunder, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the implied covenants of good faith and fair dealing, and when (i) financing statements and other filings in appropriate form are filed in the offices specified in the Guarantee and Collateral Agreement and (ii) upon the taking of possession or
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control by Administrative Agent of the Collateral with respect to which a security interest may be perfected only by possession or control under the UCC (which possession or control shall be given to Administrative Agent to the extent possession or control by Administrative Agent is required by each Guarantee and Collateral Agreement), the Lien created by the Guarantee and Collateral Agreement shall constitute under the UCC a fully perfected first priority Lien on, and security interest in, all right, title and interest of the grantors thereunder in the Collateral (other than (A) the Intellectual Property (as defined in the Guarantee and Collateral Agreement) and (B) such Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction), in each case subject to no Liens other than valid, perfected and non-avoidable Liens as of the Petition Date that, pursuant to mandatory provisions of applicable law, have priority over Liens granted pursuant to the Security Documents and the Interim Order (or Final Order, when applicable). (c) When the actions set forth in subsection (b)(i) above are taken, and when the Guarantee and Collateral Agreement or a short form thereof is properly filed or recorded in the United States Patent and Trademark Office and the United States Copyright Office, the Lien created by such Guarantee and Collateral Agreement shall constitute under the UCC a fully perfected first priority Lien (subject in the case of priority only to valid, perfected and non-avoidable Liens as of the Petition Date that, pursuant to mandatory provisions of applicable law, have priority over Liens granted pursuant to the Security Documents and the Interim Order (or Final Order, when applicable)) on, and security interest in, all right, title and interest of the grantors thereunder in the Intellectual Property (as defined in such Pledge and Security Agreement), in each case subject to no Liens other than valid, perfected and nonavoidable Liens as of the Petition Date that, pursuant to mandatory provisions of applicable law, have priority over Liens granted pursuant to the Security Documents and the Interim Order (or Final Order, when applicable). 4.18 [Intentionally Omitted]

4.19 Material Contracts. All Material Contracts are in full force and effect and no default by any Loan Party or, to the Loan Parties knowledge, any other party thereto currently exist thereunder, except for any default (i)(A) arising under any Material Contract that Borrower has rejected under Section 365 of the Bankruptcy Code, (B) with respect to which Borrower has given 10 Business Days prior written notice to Administrative Agent of its intention to reject and (C) with respect to which Administrative Agent has not informed the Borrower in writing within 5 Business Days of receipt of the notice from Borrower referenced in clause (B) above that it objects to such rejection or (ii) arising solely as a result of the commencement of the Chapter 11 Cases. 4.20 Employee Matters. Neither Holdings, the Borrower nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect. There is (a) no unfair labor practice complaint pending against Holdings, the Borrower or any of its Subsidiaries, or to the knowledge of Holdings and the Borrower, threatened against any of them before the National Labor Relations Board and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against Holdings, the Borrower or any of its Subsidiaries or to the knowledge of Holdings and the Borrower, threatened against any of them, (b) no strike or work stoppage in
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existence or threatened involving Holdings, the Borrower or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect, and (c) to the knowledge of Holdings and Borrower, no union representation question existing with respect to the employees of Holdings, the Borrower or any of its Subsidiaries and, to the knowledge of Holdings and Borrower, no union organization activity that is taking place, except (with respect to any matter specified in clause (a), (b) or (c) above, either individually or in the aggregate) such as could not reasonably be expected to have a Material Adverse Effect. 4.21 Insurance. Schedule 4.21 sets forth as of the Closing Date a list of all material insurance maintained by or on behalf of Holdings, the Borrower and its Subsidiaries as of the Closing Date. As of the Closing Date, all premiums in respect of such insurance, to the extent due, have been paid. The insurance maintained by or on behalf of Holdings, the Borrower and its Subsidiaries is in full force and effect in all material respects in accordance with its terms and complies with the requirements set forth in Section 6.5. 4.22 Patriot Act. To the extent applicable, each Loan Party is in compliance, in all material respects, with the (a) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) the Act. No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. 4.23 Specified Prepetition Indebtedness. Holdings and the Borrower have delivered to Administrative Agent complete and correct copies of (i) each First Lien Loan Document and of all exhibits and schedules thereto as of the date hereof, (ii) each Second Lien Loan Document and of all exhibits and schedules thereto as of the date hereof and (ii) copies of any material amendment, restatement, supplement or other modification to or waiver of each document listed in subsections (i) and (ii) above. 4.24 Financing Orders. On the Closing Date, the Interim Order will have been entered and will not have been (a) vacated, reversed or stayed, or (b) amended or modified except as agreed in writing by the Administrative Agent and the Initial Lenders, each acting in its sole discretion. On the date of the making of any Loan, the Interim Order (or Final Order, when applicable) shall have been entered and shall not have been (a) vacated, reversed or stayed, or (b) amended or modified except as agreed in writing by the Administrative Agent and the Required Lenders, each acting in its sole discretion. Upon the maturity (whether by acceleration or otherwise) of any of the Obligations of the Loan Parties hereunder and under the other Loan Documents, the Lenders shall, subject to Section 8 hereof and pursuant to the Interim Order (or Final Order, when applicable), be entitled to immediate payment of such Obligations, and to enforce the remedies provided for hereunder, without further application of the Bankruptcy Court.

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SECTION 5. CONDITIONS PRECEDENT 5.1 Conditions to Closing Date. The agreement of the Administrative Agent and each Lender to enter into this Agreement is subject to the satisfaction (or written waiver by the Administrative Agent and Initial Lenders, each acting in its sole discretion), of the following conditions precedent on or prior to April 11, 2012: (a) The Loan Parties shall have each commenced the Chapter 11 Cases in the Bankruptcy Court under the Bankruptcy Code on the Petition Date. (b) All of the first day and second day orders entered by the Bankruptcy Court at the time of the commencement of the Chapter 11 Cases shall be in form and substance satisfactory to the Administrative Agent. (c) The Administrative Agent shall have received copies of the following documents, duly executed by each party thereto: (i) (ii) (iii) this Agreement, the Guarantee and Collateral Agreement, and [additional documents TBD].

(d) The Administrative Agent and the Lenders shall have received satisfactory copies of the DIP Budgets in form and substance satisfactory to the Administrative Agent. (e) on the Petition Date. (f) The Lenders and the Agents shall have received all fees payable on or prior to the Closing Date in accordance with Section 2.9, and all other fees and expenses (including the reasonable fees and expenses of counsel) required to be paid and for which invoices have been presented on or before the Closing Date. (g) All governmental and third party approvals necessary in connection with the transactions contemplated hereunder and the continuing operations of the Loan Parties and their Subsidiaries (including shareholder approvals, if any) shall have been obtained on satisfactory terms and shall be in full force and effect. (h) the Administrative Agent shall have received (i) the audited consolidated financial statements of Holdings for the fiscal year ended December 31, 2010, (ii) unaudited interim consolidated financial statements of the Holdings for each monthly period and quarterly period ended subsequent to the date of the latest financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available and (iii) the Borrowers most recent projected monthly income statement (which shall include separate forecasts for each of (A) a Sale Transaction scenario (the CDNB Projections) and (B) a Harvest Transaction scenario) in form and substance reasonably acceptable to the Administrative
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Agent beginning with the first full month after the Petition Date and ending on December 31, 2012 (after giving pro forma effect to the Loans hereunder). (i) The Administrative Agent shall have received a certificate of each of the Loan Parties dated as of the Closing Date, substantially in the form of Exhibit C, with appropriate attachments and insertions. (j) The Interim Order shall have been entered by the Bankruptcy Court in form and substance satisfactory to the Administrative Agent and the Initial Lenders, each acting in its sole discretion, which Interim Order shall (i) have been entered and on such prior notice to such parties as may be satisfactory to the Administrative Agent and the Initial Lenders, each acting in its sole discretion, (ii) authorize the extensions of credit under this Agreement, each in the amounts and on the terms set forth herein, (iii) grant the superpriority claim status and other collateral and liens referred to in the Interim Order, (iv) approve the payment by the Borrower of all of the fees provided for herein, and (v) not have been (x) vacated, reversed, or stayed, or (y) amended or modified except as otherwise agreed to in writing by the Administrative Agent and the Initial Lenders, each acting in its sole discretion. (k) The Loan Parties shall be in pro forma compliance with the terms of this Agreement (after giving effect to the amounts to be borrowed on the Closing Date (if any)). (l) The Collateral Agent shall have received the results of a recent lien search (including, without limitation, the results of satisfactory tax lien and judgment lien searches) in each of the jurisdictions in which Uniform Commercial Code financing statements or other filings or recordations should be made to evidence or perfect security interests in all assets of the Loan Parties, and such search shall reveal no liens on any of the assets of the Loan Party, except for Liens permitted by Section 7.3 or liens to be discharged on or prior to the Closing Date. (m) The Administrative Agent shall have received an executed legal opinion of Dechert LLP, counsel to the Loan Parties, reasonably satisfactory to the Administrative Agent covering such customary matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require and in form and substance reasonably satisfactory to the Administrative Agent. (n) No Default or Event of Default, both immediately prior to and after giving effect to the amounts to be borrowed on the Closing Date, if any, shall have occurred and be continuing on the Closing Date. (o) The representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of the Closing Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date and any representation and warranty that is qualified as to materiality or Material Adverse Effect shall be true in all respects subject to such qualification.
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(p) The Collateral Agent shall have received (i) the certificates representing the shares, if any, of Capital Stock of the Borrower and (to the extent required by the terms of the Guarantee and Collateral Agreement) each of the Borrowers Subsidiaries pledged to the Administrative Agent pursuant to (and, in the case of the Capital Stock of any Foreign Subsidiary, subject to the limitations of) the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) required to be pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof, in each case to the extent not previously delivered to the administrative agent or collateral agent under the First Lien Credit Agreement. (q) Each document (including, without limitation, any Uniform Commercial Code financing statement) required by the Security Documents to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein with the priority provided for in the Security Documents, shall have been delivered to the Collateral Agent in proper form for filing, registration or recordation. (r) The Administrative Agent and each requesting Lender shall have received any information required under applicable know your customer and anti-money laundering rules and regulations, including the Patriot Act, in form and substance reasonably satisfactory to the Administrative Agent or such requesting Lender. (s) The Administrative Agent shall have received insurance certificates satisfying the requirements of Section 6.5(c). 5.2 Conditions to Each Extension of Credit. The agreement of each Lender to make any Loan hereunder on any date (including, without limitation, its initial extension of credit) is subject to the satisfaction of the following conditions precedent: (a) No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the extensions of credit requested to be made on such date. (b) The representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and as of the date of each borrowing of Loans to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date and any representation and warranty that is qualified as to materiality or Material Adverse Effect shall be true in all respects subject to such qualification. (c) After giving effect to each borrowing of Tranche A-1 Loans, the aggregate outstanding amount of Tranche A-1 Loans shall not exceed the Tranche A-1 Commitment.
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(d) After giving effect to each borrowing of Tranche A-2 Loans, the aggregate outstanding amount of Tranche A-2 Loans shall not exceed the Tranche A-2 Commitment. (e) The Interim Order or the Final Order, as the case may be, shall be in full force and effect, and shall not have been (i) vacated, reversed, or stayed, or (ii) amended or modified except as otherwise agreed to in writing by the Administrative Agent and the Required Lenders, each acting in its reasonable discretion. (f) The Loan Parties shall have reduced their aggregate amount of cash and Cash Equivalents to an amount not to exceed $5,000,000. (g) The requested borrowing shall not result in the aggregate amount of outstanding Loans exceeding the amount set forth for the week in which such borrowing occurs in the DIP Budgets. Each borrowing by the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date of such extension of credit that the conditions contained in this Section 5.2 have been satisfied (or waived if waived in writing by the Administrative Agent in its sole discretion). SECTION 6. AFFIRMATIVE COVENANTS Each of Holdings and the Borrower (on behalf of itself and each of the Subsidiaries) hereby agrees that, so long as the Commitments remain in effect or any Loan or other amount is owing to any Lender or any Agent hereunder (other than contingent or indemnification obligations not then due), Holdings and the Borrower shall and (to the extent relevant) shall cause each of the Subsidiaries to: 6.1 Lenders; (a) Annual Statements. Within 90 days after the end of each fiscal year of Holdings (which fiscal year may be changed as permitted under Section 7.11), commencing with the fiscal year ending December 31, 2012, a copy of the audited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, in each case setting forth in each case in comparative form the figures as of the end of and for the previous year, reported on without qualification arising out of the scope of the audit, by PriceWaterhouseCoopers LLP or other independent certified public accountants of nationally recognized standing. (b) Quarterly Statements. As soon as available, but in any event not later than (i) 45 days after the end of each of the first three quarterly periods of each fiscal year of Holdings, commencing with the fiscal quarter ending March 31, 2012, the unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such
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Financial Statements. Furnish to the Administrative Agent and the

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quarter, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments and the lack of notes). (c) Monthly Reports. As soon as available, but in any event within (i) 45 days after the fiscal month ending March 31, 2012 and (ii) otherwise, 30 days following the end of each fiscal month, commencing with the fiscal month ending April 30, 2012, a monthly reporting package in the form separately agreed between Alvarez & Marsal and FTI Consulting to the Administrative Agent and the Borrowers, certified by a financial officer of Holdings, and including, in any event, separate Pro Forma EBITDA reporting for the CDNB Business. (d) DIP Budgets. The Borrower shall deliver to the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent (and as modified or supplemented from time to time with the prior written consent of the Administrative Agent in its discretion, including any modifications or supplements covering additional time periods), the following: (i) On the Closing Date, a 13-week budget and forecast of cash receipts, disbursements (including, without limitation, ordinary course operating expenses, all bankruptcy-related expenses (whether incurred in connection with the ACU Business or the CDNB Business), fees and expenses related to the transactions contemplated by the Loan Documents (including the fees and expenses of the Administrative Agent and the Lenders (including counsel therefor) and fees and expenses in connection with any sale process)), net cash flow, payable float and loan balances (including the anticipated uses of the Loans for the ACU Business) of the ACU Business for the immediately following consecutive 13 weeks, set forth on a weekly basis, (together with the updates required below, each an ACU Budget); provided that the Borrowers will provide a revised ACU Budget substantially in the form set forth in Exhibit M-1 attached hereto on every fourth Thursday following the Closing Date to extend the ACU Budget period by an additional four weeks; and (ii) On the Closing Date, a 13-week budget and forecast (in substantially the same form as the ACU Budget, but excluding fiduciary disbursements) for the CDNB Business for the immediately following consecutive 13 weeks, set forth on a weekly basis (together with the updates required below, each a CDNB Budget and, together with the ACU Budget, the DIP Budgets); provided that the Borrowers will provide a revised CDNB Budget substantially in the form set forth in Exhibit M-2 attached hereto on every fourth Thursday following the Closing Date to extend the CDNB Budget period by an additional four weeks. (e) Variance Reports. Beginning two weeks following the Closing Date, a weekly variance report on Thursday of each week showing variances of actual results of the ACU Business and CDNB Business to the applicable DIP Budget, which shall: (i) compare actual results for the immediately preceding week for each line item contained in the DIP Budgets (including, without limitation, net cash flow,

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total operating disbursements, total cash receipts and total loan balance), to the applicable DIP Budget for such line items for such week; (ii) compare actual results for the period beginning on the Closing Date and ending on the last day of the immediately preceding week for each line item contained in the DIP Budgets (including, without limitation, net cash flow, total operating disbursements, total cash receipts and total loan balance), to the applicable DIP Budget for such line items for such cumulative period; (iii) (iv) explain all material variances set forth therein; and be certified by a financial officer of the Borrower.

(f) All financial statements set forth in clauses (a), (b) and (c) to be complete and correct in all material respects and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein and except, in the case of the financial statements referred to in clause (b), for customary year-end adjustments and the absence of footnotes). 6.2 Certificates; Other Information. Furnish to the Administrative Agent for delivery to each Lender: (a) concurrently with the delivery of any financial statements pursuant to Section 6.1(a), (b) and (c), (i) a certificate of a Responsible Officer on behalf of Holdings stating that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) (x) if applicable for such period, a Compliance Certificate containing all information and calculations necessary for determining compliance by Holdings, the Borrower and its Subsidiaries with the provisions of Section 7.1 as of the last day of the fiscal quarter or fiscal year of Holdings, as the case may be, and (y) to the extent not previously disclosed to the Administrative Agent, a description of any new Subsidiary and of any change in the jurisdiction of organization of any other Loan Party and a listing of any new registrations, and applications for registration, of material Intellectual Property acquired or made by any Loan Party since the date of the most recent list delivered pursuant to this clause (y) (or, in the case of the first such list so delivered, since the Closing Date); (b) [Intentionally Omitted]

(c) promptly after the same are sent, copies of all financial statements and reports that Holdings or the Borrower sends to the holders of any class of its debt securities or public equity securities and, promptly after the same are filed, copies of all financial statements and reports that Holdings or the Borrower may make to, or file with, the SEC, in each case to the extent not already provided pursuant to Section 6.1 or any other clause of this Section 6.2; (d) promptly upon delivery thereof to Holdings or the Borrower and to the extent permitted, copies of any accountants letters addressed to its Board of Directors (or any committee thereof);
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(e) promptly, such additional financial and other information as the Administrative Agent (for its own account or upon the reasonable request from any Lender) may from time to time reasonably request; (f) prior to the effectiveness thereof, copies of substantially final drafts of any proposed material amendment, supplement, waiver or other modification with respect to the First Lien Credit Agreement or the Second Lien Credit Agreement; (g) concurrently with any delivery pursuant to Section 6.1(e), a certificate of the Chief Financial Officer of a Borrower certifying (i) as to the accuracy in all material respects of the information contained therein, (ii) as to the explanations of any material variances; and (iii) that the Chief Financial Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; and (h) concurrently with the dispatch or receipt of the same to or from any agent under the First Lien Credit Agreement or the Second Lien Credit Agreement, copies of any notice of the occurrence of an event of default under the First Lien Credit Agreement or the Second Lien Credit Agreement dispatched to or received from such agent under or in connection with the First Lien Credit Agreement or the Second Lien Credit Agreement. 6.3 Payment of Taxes and Claims. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its post-petition taxes, governmental assessments and governmental charges (other than Indebtedness), except (a) where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves required in conformity with GAAP with respect thereto have been provided on the books of Holdings, the Borrower or its Subsidiaries, as the case may be, or (b) to the extent that failure to pay or satisfy such obligations could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 6.4 Conduct of Business and Maintenance of Existence, etc.; Compliance.

(a) Except in connection with an Approved Transaction, preserve, renew and keep in full force and effect its corporate or other existence; and (b) take all reasonable action to maintain all rights (other than Intellectual Property rights, the maintenance of which is addressed in Section 6.5(b)), privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 or except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) comply with all Requirements of Law (including, without limitation, Environmental Laws) except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. 6.5 Maintenance of Property; Insurance.

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(a) Keep all Property necessary in its business in adequate working order and condition, ordinary wear and tear excepted except where a failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (b) Take all commercially reasonable and necessary steps, including, in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of the Borrower Intellectual Property, including, filing of applications for renewal, affidavits of use and affidavits of incontestability, except in each case to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect. (c) Maintain insurance with financially sound and reputable insurance companies insurance on all its material Property in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business. All such insurance shall, to the extent customary (but in any event, not including business interruption insurance and personal injury insurance) (i) provide that no cancellation thereof shall be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof and (ii) name the Administrative Agent as insured party or loss payee. 6.6 Inspection of Property; Books and Records; Discussions.

(a) Keep proper books of records and account in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all material dealings and transactions in relation to its business and activities, (b) permit representatives of any Lender to visit and inspect any of its properties (in the case of any real property lease, to the extent permitted in the relevant lease agreement) and examine and make abstracts from any of its books and records upon reasonable prior notice and during normal business hours (provided that such visits shall be coordinated by the Administrative Agent), (c) permit representatives of any Lender to have reasonable discussions regarding the business, operations, properties and financial and other condition of Holdings, the Borrower and its Subsidiaries with officers and employees of Holdings, the Borrower and its Subsidiaries, (provided that any Lender shall coordinate any request for such discussions through the Administrative Agent); (d) permit representatives of the Administrative Agent to have reasonable discussions regarding the business, operations, properties and financial and other condition of Holdings, the Borrower and its Subsidiaries with its independent certified public accountants; provided that a Responsible Officer of Holdings or the Borrower shall be invited to be present during such discussion; and

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(e) provide Administrative Agent with reasonable access to Alvarez & Marsal or any replacement or successor financial advisory firm retained by Borrower or any of the other Loan Parties. 6.7 Notices. Promptly upon a Responsible Officer of Holdings or any Loan Party obtaining knowledge thereof, give notice to the Administrative Agent (who shall promptly notify each Lender) of: (a) the occurrence of any Default or Event of Default;

(b) any litigation, investigation or proceeding which may exist at any time between Holdings, the Borrower or any of its Subsidiaries and any other Person, that in either case, could reasonably be expected to have a Material Adverse Effect; (c) the following events, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, as soon as possible and in any event within 30 days after Holdings, the Borrower or any Subsidiary knows thereof; (i) the occurrence of any Reportable Event with respect to any Single Employer Plan, a failure to make any required contribution to a Single Employer Plan, the creation of any Lien in favor of the PBGC or a Single Employer Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan, (ii) the institution of proceedings or the taking of any other action by the PBGC or Holdings or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Plan or (iii) the occurrence of any similar events with respect to a Commonly Controlled Plan, that would reasonably be likely to result in a direct obligation of Holdings, the Borrower or any of its Subsidiaries to pay money; (d) any development or event that has had or could reasonably be expected to have a Material Adverse Effect; (e) any termination, amendment or other modification of a Material Contract in a manner that could reasonably be expected to have a Material Adverse Effect; and (f) the acquisition of any Property after the Closing Date in which the Collateral Agent does not already have a perfected security interest and in which a security interest is required to be created or perfected pursuant to Section 6.8. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action Holdings, the Borrower or the relevant Subsidiary proposes to take with respect thereto. 6.8 Additional Collateral, etc.

(a) With respect to any Property located in the United States acquired after the Closing Date by any Loan Party (other than (x) any interests in real property and any Property described in paragraph (b) of this Section 6.8, and (y) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Collateral Agent for the benefit of the Secured Parties does not
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have a perfected Lien, promptly, but in any case within 30 days, (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $100,000 shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to the relevant Security Document. (b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by any Loan Party within 30 days of such acquisition, (i) give notice of such acquisition to the Collateral Agent and, if requested by the Collateral Agent execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Collateral Agent for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Collateral Agent reasonably determines in consultation with the Borrower that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) if reasonably requested by the Collateral Agent (A) provide the Lenders with a lenders title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) as well as a current ALTA survey thereof, together with a surveyors certificate unless the title insurance policy referred to above shall not contain an exception for any matter shown by a survey (except to the extent an existing survey has been provided and specifically incorporated into such title insurance policy), each in form and substance reasonably satisfactory to the Collateral Agent, and (B) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary by the Collateral Agent, in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (iii) if requested by the Collateral Agent deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. (c) With respect to any new Domestic Subsidiary created or acquired after the Closing Date by any Loan Party, promptly, but in any case within 30 days of such acquisition, (i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably deems necessary to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the
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priority required by Section 4.17) in the Capital Stock of such new Subsidiary that is owned by such Loan Party, (ii) deliver to the Collateral Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party, and (iii) if such new Subsidiary is a wholly owned Domestic Subsidiary, cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (to the extent the Collateral Agent, for the benefit of the Secured Parties, has a perfected security interest in the same type of Collateral as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent. (d) With respect to any new Foreign Subsidiary directly owned by Holdings, the Borrower or a Domestic Subsidiary created or acquired after the Closing Date by any Loan Party, promptly, but in any case within 30 days of such acquisition, (i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems necessary or reasonably advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary that is owned by such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any Foreign Subsidiary be required to be so pledged), and (ii) to the extent permitted by applicable law, deliver to the Collateral Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party, and take such other action as may be necessary or, in the reasonable opinion of the Collateral Agent, necessary to perfect or ensure appropriate priority the Lien of the Collateral Agent thereon. (e) [Intentionally Omitted]

6.9 Further Assurances. Maintain the security interest created by the Security Documents as a perfected security interest having at least the priority described in Section 4.17 (to the extent such security interest can be perfected through the filing of UCC-1 financing statements, the Intellectual Property filings to be made pursuant to Schedule 4 of the Guarantee and Collateral Agreement or the delivery of Pledged Securities required to be delivered under the Guarantee and Collateral Agreement), subject to the rights of the Loan Parties under the Loan Documents to dispose of the Collateral. From time to time the Loan Parties shall execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Collateral Agent may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of renewing the rights of the Secured Parties with respect to the Collateral as to which the Collateral Agent, for the ratable benefit of the Secured Parties, has a perfected Lien pursuant hereto or thereto, including, without limitation, filing any financing or continuation
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statements or financing change statements under the Uniform Commercial Code (or other similar laws) in effect in any United States jurisdiction with respect to the security interests created hereby. 6.10 Use of Proceeds. Neither Holdings nor the Borrower shall, nor shall it permit any Subsidiary to, use the proceeds of the Loans other than in accordance with Section 2.26. 6.11 [Intentionally Omitted]

6.12 Conference Calls. Not later than 1 day after any weekly variance report is delivered pursuant to Section 6.1(e), one or more senior officers of the Borrower will host a conference call to which the Administrative Agent and the Lenders will be invited to discuss such deliveries. 6.13 Miscellaneous Business Covenant. Unless otherwise consented to by Administrative Agent or the Required Lenders; (a) Non-Consolidation. Holdings will and will cause each of its Subsidiaries to (i) maintain entity records and books of account separate from those of any other entity which is an Affiliate of such entity; (ii) not commingle its funds or assets with those of any other entity which is an Affiliate of such entity (other than such funds of the Loan Parties which may be commingled with each other in the ordinary course of their cash management system); and (iii) provide that its board of directors or other analogous governing body will hold all appropriate meetings to authorize and approve such entitys actions, which meetings will be separate from those of other entities. (b) Cash Management Systems. Holdings, the Borrower and its Subsidiaries shall establish and maintain cash management systems pursuant to the Cash Management Order. 6.14 Final Order. Not later than the earlier of (i) the expiration of the Interim Order and (ii) 30 days after the entry of the Interim Order, the Final Order shall have been entered by the Bankruptcy Court and shall be in full force and effect and shall not have been (A) vacated, stayed or reversed or (B) modified or amended except as otherwise agreed to in writing by the Administrative Agent and the Required Lenders each acting in its sole discretion. 6.15 6.16 Harvest Transaction; (b) Within 5 days from the Petition Date, the Bankruptcy Court shall have entered the Interim Order; [Intentionally Omitted] Milestones. (a) On the Petition Date, the Loan Parties shall have commenced the

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(c) On or before April 16, 2012, the Loan Parties shall have filed an application with the Bankruptcy Court to employ a Chief Restructuring Officer to supervise and direct the Harvest Transaction; (d) On or before April 30, 2012, the Loan Parties shall have filed motions seeking authorization for the Bankruptcy Court to conduct the Sale Transactions and approving the bid protections, auction process and sale procedures for each of the Sale Transactions, such motions to be in form and substance satisfactory to the Administrative Agent and the Initial Lenders, each acting in its reasonable discretion; (e) Within 30 days from the entry of the Interim Order, the Bankruptcy Court shall have entered the Final Order; (f) On or before the earlier of (x) the date that is 30 days following entry of the Interim Order and (y) the Final Order Entry Date, the Loan Parties shall have caused the appointment of a sufficient number of independent directors (or equivalent title in a limited liability company) acceptable to the Administrative Agent and the Required Lenders (each, an Acceptable Independent Director) to serve as members of, and constitute a majority of, the boards of directors (or equivalent bodies, if any, in the case of any limited liability company) of Holdings, each Borrower and each other first-tier subsidiary of V2V, which Acceptable Independent Directors shall, at all times thereafter, collectively constitute the majority of each such board of directors (or equivalent body); (g) On or before July 23, 2012, the Loan Parties shall have concluded the bid process and selected winning bids (if any) in connection with the Sale Transactions; (h) On or before August 20, 2012, the Loan Parties shall have filed with the Bankruptcy Court a Plan of Reorganization and Disclosure Statement, each in form and substance satisfactory to the Administrative Agent; (i) On or before October 1, 2012, the Bankruptcy Court shall have entered an order approving the Disclosure Statement respecting the Plan of Reorganization; (j) On or before November 16, 2012, the Bankruptcy Court shall have entered an order confirming the Loan Parties Plan of Reorganization; and (k) On or before November 30, 2012, the effective date of the Plan of Reorganization shall have occurred. 6.17 Chief Restructuring Officer. On each day beginning on April 16, 2012 and ending upon the date of the consummation of the Harvest Transaction, the Borrower shall employ a Chief Restructuring Officer to supervise and direct the Harvest Transaction. SECTION 7. NEGATIVE COVENANTS The Borrower (on behalf of itself and each of the Subsidiaries) hereby agrees that, so long as the Commitments remain in effect or any Loan or other amount is owing to any

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Lender or the Agents hereunder (other than contingent or indemnification obligations not then due), the Borrower shall not, and shall not permit any of the Subsidiaries to: 7.1 Financial Covenants. (a) Variance.

(i) Beginning with the week in which the Petition Date occurs, the Borrower shall be in compliance with each DIP Budget, subject to a maximum unfavorable variance of actual results from budgeted results (A) for the week in which the Petition Date occurs, of 20%, (B) for the first full week following the Petition Date, of 15%, (C) for the second full week following the Petition Date, of 12.5%, (D) for the third full week following the Petition Date, of 10% and (E) thereafter, (I) for the week in which each DIP Budget is delivered in accordance with Section 6.1(a) (each a Budget Delivery Date), of 20%, (II) for the first full week following each Budget Delivery Date, 15%, (III) for the second full week following each Budget Delivery Date, 12.5% and (IV) for the third full week following each Budget Delivery Date, 10%, in each case, with respect to (x) in the case of the ACU Budget, operating receipts and operating disbursements and (y) in the case of the CDNB Budget, total receipts and total operating disbursements (net of fiduciary activities). (ii) Beginning with the week in which the Petition Date occurs, the Borrower will be in compliance with each DIP Budget, subject to a maximum unfavorable variance of actual results to budgeted results not to exceed the greater of (A) 15% or (B) $1,500,000 for the period beginning on the first day of the week in which the Petition Date occurs and ending on the last day of such week with respect to net operating cash flow (in the case of each DIP Budget, excluding the effect of intercompany cash flows, professional fees and interests and fees in respect of this Agreement and, in the case of the CDNB Budget only, fiduciary activities). (b) Pro Forma EBITDA. As of the last day of each month, Pro Forma EBITDA for the CDNB Business on a cumulative basis, measured from January 1, 2012 through such date, shall not be less than the amount set forth for such date in the table set forth below. Period ending: April 30, 2012 May 31, 2012 June 30, 2012 July 31, 2012 August 31, 2012 October 31, 2012 Minimum Pro Forma EBITDA: $6,900,000 $8,500,000 $10,200,000 $12,300,000 $14,300,000 $18,900,000

September 30, 2012 $16,500,000 November 30, 2012 $21,200,000


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(c) Minimum Liquidity. The sum of (i) unrestricted and available cash and Cash Equivalents on hand of the Loan Parties and (ii) any unused Tranche A Commitments available for borrowing at such time to be less than $2,000,000. 7.2 Indebtedness. Create, issue, incur, assume, or suffer to exist any Indebtedness, except; (a) Indebtedness of Holdings, the Borrower or any Subsidiary Guarantor pursuant to any Loan Document, any First Lien Loan Document or any Second Lien Document; (b) Indebtedness (i) of the Borrower to any of its Subsidiaries, (ii) of any Subsidiary Guarantor to the Borrower or any Subsidiary, (iii) of any Non-Guarantor Subsidiary that is a Domestic Subsidiary to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iv) of any Non-Guarantor Subsidiary that is a Foreign Subsidiary to any other Non-Guarantor Subsidiary that is a Foreign Subsidiary; (c) [Intentionally Omitted];

(d) Indebtedness outstanding on the date hereof and listed on Schedule 7.2(d), but not any refinancings, replacements, refundings, renewals or extensions thereof; (e) Guarantee Obligations (i) by the Borrower or any of its Subsidiaries of obligations of the Borrower or any Subsidiary Guarantor, (ii) by any NonGuarantor Subsidiary of obligations of any Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) by any Non-Guarantor Subsidiary that is a Foreign Subsidiary of obligations of any other Non-Guarantor Subsidiary that is a Foreign Subsidiary; (f) Indebtedness of the Borrower or any of its Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by the Borrower or such Subsidiary in the ordinary course of business against insufficient funds so long as such Indebtedness is promptly repaid, or in respect of netting services, overdraft protections, the endorsement of instruments or otherwise in connection with customary deposit accounts; (g) [Intentionally Omitted];

(h) Indebtedness of the Borrower or any of its Subsidiaries in respect of workers compensation claims, health, disability or other employee benefits; property casualty or liability insurance; take-or-pay obligations in supply arrangements; self-insurance obligations; performance, bid, surety, custom, utility and advance payment bonds; and performance and completion guaranties (in each case in the ordinary course of business); (i) (j) [Intentionally Omitted]; [Intentionally Omitted];
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(k)

[Intentionally Omitted];

(l) Indebtedness incurred by the Borrower or any of its Subsidiaries in the form of customary obligations under indemnification, incentive, non-compete, consulting, deferred compensation, or other similar arrangements; (m) (n) [Intentionally Omitted]; and [Intentionally Omitted].

7.3 Liens. Create, incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or hereafter acquired, except for: (a) Liens for taxes, assessments or governmental charges or claims not yet due or which are being contested in good faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, to the extent required by GAAP; (b) landlords, carriers, warehousemens, mechanics, materialmens, repairmens or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days, that are being contested in good faith by appropriate proceedings; (c) pledges, deposits or statutory trusts in connection with workers compensation, unemployment insurance and other social security legislation; (d) to the extent existing on the Petition Date, deposits and other Liens to secure the performance of bids, tenders, trade contracts (other than for borrowed money), leases, subleases, statutory obligations, surety and appeal bonds, performance bonds, government contracts, trade contracts and other obligations of a like nature incurred in the ordinary course of business, and Liens incurred in connection with surety bonds, appeals bonds or performance bonds (including reimbursement or contingent obligations in respect of any of the foregoing); (e) easements, zoning restrictions, rights-of-way, licenses, covenants, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, do not materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (f) (g) Liens in existence on the date hereof listed on Schedule 7.3(f); [Intentionally Omitted];

(h) Liens created pursuant to (i) the Loan Documents, (ii) the First Lien Loan Documents and (iii) Second Lien Loan Documents; (i) to the extent existing on the Petition Date, any interest or title of a lessor under any lease entered into by the Borrower or any Subsidiary in the ordinary course of
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its business and covering only the assets so leased, and any financing statement filed in connection with any such lease; (j) Liens arising from judgments in circumstances not constituting an Event of Default under Section 8.1(r); (k) [Intentionally Omitted];

(l) any interest or title of a lessor under any leases or subleases entered into by the Borrower or any Subsidiary in the ordinary course of business; (m) (n) (o) (p) (q) (r) (s) (t) [Intentionally Omitted]; [Intentionally Omitted]; [Intentionally Omitted]; [Intentionally Omitted]; [Intentionally Omitted]; [Intentionally Omitted]; [Intentionally Omitted]; [Intentionally Omitted];

(u) bankers liens, rights to setoff and credit balances with respect to deposit accounts and other Cash Equivalents or Foreign Cash Equivalents to the extent permitted by any control agreement, and Liens encumbering customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business; (v) [Intentionally Omitted];

(w) licenses of Intellectual Property granted by the Borrower or any of its Subsidiaries in the ordinary course of business; (x) [Intentionally Omitted];

(y) repurchase rights, transfer restrictions, rights of first refusal and other similar restrictions set forth in the organizational documents of any Person; and (z) [Intentionally Omitted].

7.4 Fundamental Changes. Consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that Dispositions permitted by Section 7.5 may be consummated.
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7.5 Dispositions of Property. Dispose of any of its owned Property (including, without limitation, receivables) whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiarys Capital Stock to any Person, except: (a) the Disposition of surplus, obsolete or worn out property in the ordinary course of business and the abandonment of Intellectual Property in the ordinary course of business; (b) (i) the sale of inventory, goods and/or services in the ordinary course of business, (ii) the cross-licensing or licensing of Intellectual Property, in the ordinary course of business and (iii) the contemporaneous exchange, in the ordinary course of business, of Property for Property of a like kind (other than as set forth in clause (ii)), to the extent that the Property received in such exchange is of a value substantially equivalent to the value of the Property exchanged (provided that after giving effect to such exchange, the value of the Property of the Borrower or any Subsidiary Guarantor subject to perfected first priority Liens in favor of the Collateral Agent under the Security Documents is not reduced); (c) Investments arising in connection with the incurrence of the Indebtedness permitted by Sections 7.2(b) and (e); (d) (e) [Intentionally Omitted]; [Intentionally Omitted];

(f) any Recovery Event; provided that the requirements of Section 2.12(b) are complied with in connection therewith; (g) [Intentionally Omitted];

(h) the sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with the Borrowers commercially reasonable business judgment or in the ordinary course of business, and any other Disposition or financing of receivables or other loans held by the Borrower or any of its Subsidiaries resulting from loans made in the ordinary course of business to customers in connection with the business of MCM; (i) (j) [Intentionally Omitted] [Intentionally Omitted];

(k) the transfer of Property (i) by the Borrower or any Subsidiary Guarantor to the Borrower or any other Subsidiary Guarantor or (ii) from a Non-Guarantor Subsidiary to (A) the Borrower or any Subsidiary Guarantor for no more than fair market value or (B) any other Non-Guarantor Subsidiary that is a Subsidiary; provided that any sale or issuance of Capital Stock of a Subsidiary to the Borrower or any Subsidiary Guarantor is otherwise permitted by Section 7.7;
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(l) (m) (n) (o) (p) (q) (r) (s)

[Intentionally Omitted]; Liens permitted by Section 7.3; Restricted Payments permitted by Section 7.6; Investments permitted by Section 7.7; [Intentionally Omitted]; [Intentionally Omitted]; [Intentionally Omitted]; and any Approved Transaction.

7.6 Restricted Payments. Declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of Holdings, the Borrower or any Subsidiary, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any Subsidiary (collectively, Restricted Payments), except that: (a) any Subsidiary Guarantor; any Subsidiary may make Restricted Payments to the Borrower or

(b) (i) any Non-Guarantor Subsidiary that is a Domestic Subsidiary to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Foreign Subsidiary to any other Non-Guarantor Subsidiary that is a Foreign Subsidiary; (c) [Intentionally Omitted];

(d) the Borrower may make Restricted Payments to Holdings to permit Holdings to pay (i) any taxes (at the then applicable rate) which are due and payable by Holdings and the Borrower and their Subsidiaries as part of a consolidated group, or any of the direct or indirect equityholders of Holdings as a result of the ownership of such equity interests, (ii) customary fees to members of its board of directors, payments in respect of insurance coverage or for indemnification obligations under any law, indenture, contract or agreement to any director or officer of Holdings or any of its Subsidiaries and (iii) ordinary course corporate operating expenses; (e) (f) (g) Investments permitted by Section 7.7; [Intentionally Omitted]; [Intentionally Omitted];
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(h) (i)

[Intentionally Omitted]; and [Intentionally Omitted].

7.7 Investments. Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or all or substantially all of the assets constituting an ongoing business from, or make any other investment in, any other Person (all of the foregoing, Investments), except; (a) extensions of trade credit in the ordinary course of business consistent with past practice; (b) Investments in Cash Equivalents and, in the case of any Foreign Subsidiary, Foreign Cash Equivalents; (c) Investments arising in connection with the incurrence of Indebtedness permitted by Section 7.2(b) and (e); (d) Investments (i) by the Borrower in any Subsidiary Guarantor and (ii) Investments by any Subsidiary Guarantor in any other Subsidiary Guarantor or the Borrower; (e) (f) (g) [Intentionally Omitted]; [Intentionally Omitted; [Intentionally Omitted];

(h) Investments (including debt obligations) received in the ordinary course of business by the Borrower or any Subsidiary in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising out of the ordinary course of business; (i) Investments by (i) by any Non-Guarantor Subsidiary that is a Domestic Subsidiary in any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iv) by any Non-Guarantor Subsidiary that is a Foreign Subsidiary in any other Non-Guarantor Subsidiary that is a Foreign Subsidiary; (j) Investments in existence on the Closing Date and listed on Schedule 7.7, including Investments in Subsidiaries existing on the Closing Date; (k) (l) (m) (n) [Intentionally Omitted]; [Intentionally Omitted]; [Intentionally Omitted]; [Intentionally Omitted];
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(o) (p) Sections 7.3(c) and (d);

[Intentionally Omitted]; Investments resulting from pledges and deposits referred to in

(q) the forgiveness or conversion to equity of any Indebtedness permitted by Section 7.2(b)(i) through (iv); (r) [Intentionally Omitted];

(s) Guarantee Obligations permitted by Section 7.2 and any payments made in respect of such Guarantee Obligations; and (t) Investments in Adaptive Affinity Ltd., Coverdell Canada Corp., 3091224 Nova Scotia Company and their respective Subsidiaries (collectively, the Designated Foreign Subsidiaries), so long as at no time shall the excess of (a) the aggregate amount of Investments made in the Designated Foreign Subsidiaries by the Loan Parties after the Closing Date over (b) the aggregate amount of dividends or other distributions made by the to Designated Foreign Subsidiaries to the Loan Parties after the Closing Date, be greater than $[3,500,000] (or such larger amount as may be agreed from time to time by the Administrative Agent in its sole discretion). 7.8 Optional Payments, Modifications of Certain Debt Instruments and Organizational Documents. (a) Make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease the principal of or interest on, or any other amount owing in respect of any prepetition Indebtedness or obligations other than (i) as permitted by (A) the Interim Order (or Final Order, when applicable) or (B) any first day order or second day order and approved as a permitted payment under the DIP Budgets or (ii)(A) ordered by the Bankruptcy Court and (B) agreed in writing by the Administrative Agent and the Required Lenders, each acting in their sole discretion. (b) Amend, supplement or otherwise modify any Material Contract in a manner adverse to the Lenders in any material respect. (c) Amend, supplement or otherwise modify the certificate of incorporation and by-laws or equivalent organizational or governing documents of any Loan Party in a manner adverse to the Lenders in any material respect without the prior written consent of the Required Lenders. 7.9 Transactions with Affiliates. Enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than Holdings, the Borrower or any Subsidiary) unless such transaction is (a) otherwise not prohibited under this Agreement and (b) upon fair and reasonable terms no less favorable to Holdings, the Borrower or such Subsidiary, as the case may be, than it would obtain in a comparable arms-length transaction with a Person that is not an Affiliate. For the avoidance of
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doubt, this Section 7.9 shall not apply to employment arrangements with, and payments of compensation, expense reimbursement, indemnification or benefits to or for the benefit of, current or former employees, officers or directors of Holdings, the Borrower or any of its Subsidiaries. 7.10 Sales and Leasebacks. Enter into any arrangement with any Person providing for the leasing by the Borrower or any Subsidiary of real or personal property which is to be sold or transferred by the Borrower or such Subsidiary (a) to such Person or (b) to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Borrower or such Subsidiary. 7.11 Changes in Fiscal Periods. Permit the fiscal year of Holdings to end on a day other than June 30th or December 31st of each year. 7.12 Negative Pledge Clauses. Enter into any agreement that prohibits or limits the ability of Holdings, the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations or, in the case of any Guarantor, its obligations under the Guarantee and Collateral Agreement, other than (a) this Agreement and the other Loan Documents and any agreement related to the First Lien Loan Documents and the Second Lien Loan Documents, (b) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby and the proceeds thereof), (c) software and other Intellectual Property licenses pursuant to which Holdings, the Borrower or such Subsidiary is the licensee or licensor of the relevant software or Intellectual Property, as the case may be, (in which case, any prohibition or limitation shall relate only to the assets subject of the applicable license), (d) Contractual Obligations incurred in the ordinary course of business and on customary terms which limit Liens on the assets subject of the applicable Contractual Obligation, (e) any agreements regarding Indebtedness of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case, any prohibition or limited shall only be effective against the assets of such Non-Guarantor Subsidiary and its Subsidiaries), (f) prohibitions and limitations in effect on the date hereof and listed on Schedule 7.12, (g) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (h) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (i) customary restrictions and conditions contained in any agreement relating to an asset sale permitted by Section 7.4 or 7.5 and (j) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary. 7.13 Clauses Restricting Subsidiary Distributions. Enter into any consensual encumbrance or restriction on the ability of any Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any Subsidiary or (b) make Investments in the Borrower or any Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents, the First Lien Loan Documents or the Second Lien Loan Documents, (ii) any restrictions with respect to such Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all
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of the Capital Stock or assets of such Subsidiary, (iii) any restrictions set forth in the documentation for the Loan Documents, the First Lien Loan Documents and the Second Lien Loan Documents, (iv) any restrictions contained in agreements related to Indebtedness of any Non-Guarantor Subsidiary not prohibited under Section 7.2 (in which case such restriction shall relate only to such Non-Guarantor Subsidiary and its Subsidiaries), (v) any restrictions regarding licenses or sublicenses by the Borrower and its Subsidiaries of Intellectual Property in the ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), (vi) Contractual Obligations incurred in the ordinary course of business which include customary provisions restricting the assignment of any agreement relating thereto, (vii) customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business, (viii) customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (ix) customary restrictions and conditions contained in any agreement relating to an asset sale permitted by Section 7.4 or 7.5, (x) any agreement in effect at the time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (xi) such restrictions in effect on the Closing Date and listed on Schedule 7.13, (xii) applicable law, and (xiii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business. 7.14 Lines of Business. Enter into any business, either directly or through any of its Subsidiaries, except for the Business. 7.15 Limitation on Hedge Agreements. Enter into any Hedge Agreement.

7.16 Limitation on Activities of Holdings. In the case of Holdings only, notwithstanding anything to the contrary in this Agreement or any other Loan Document: (a) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than (i) those incidental to its ownership of the Capital Stock of the Borrower and (indirectly) the Subsidiaries of the Borrower and those incidental to Investments by or in Holdings permitted hereunder, (ii) activities incidental to the maintenance of its existence and compliance with applicable laws and legal, tax and accounting matters related thereto and activities relating to its employees, (iii) activities relating to the performance of obligations under the Loan Documents, the First Lien Loan Documents and Second Lien Loan Documents to which it is a party or expressly permitted thereunder, (iv) the receipt and payment of Restricted Payments permitted under Section 7.6 and (v) the other transactions expressly permitted under this Section 7.16; (b) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations; except (I) nonconsensual obligations imposed by operation of law, (II) pursuant to the Loan Documents, the First Lien Loan Documents and the Second Lien Loan Documents to which it is a party, (III) obligations to its employees, officers and directors not prohibited hereunder, (IV) obligations in connection with an Approved Transaction and (V) obligations in connection with the Chapter 11 Cases. (c) own, lease, manage or otherwise operate any properties or assets (including cash (other than cash received in connection with dividends paid by the Borrower in
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accordance with Section 7.6 pending application in the manner contemplated by said Section and Cash Equivalents or cash borrowed under Section 7.16(b)) other than the ownership of shares of Capital Stock of the Borrower; or (d) consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business; provided, that Holdings may effect the Approved Transaction. 7.17 Equitable Lien. If any Loan Party or any of their Subsidiaries shall create or assume any Lien upon any of its properties or assets whether now owned or hereafter acquired, other than valid, perfected and non-avoidable Liens as of the Petition Date that, pursuant to mandatory provisions of applicable law, have priority over Liens granted pursuant to the Security Documents and the Interim Order (or Final Order, when applicable), it shall make or cause to be made effective provisions whereby the Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness secured thereby as long as any such Indebtedness shall be so secured; provided that, notwithstanding the foregoing, this covenant shall not be construed as a consent by the Required Lenders to the creation or assumption of any Lien not otherwise permitted hereby. 7.18 Use of Proceeds. No Loan Party shall, nor shall it permit any Subsidiary to use the proceeds of the facilities other than in accordance with Section 2.26. 7.19 Other Superpriority Claims. Holdings and the Borrower shall not, and shall not permit any Subsidiary to, incur, create or assume, suffer to exist or permit any other superpriority claim which is pari passu or senior to the claims granted under the Interim Order (or Final Order, when applicable) to (a) the Administrative Agent and the Lenders hereunder or (b) the First Lien Lenders, Second Lien Lenders or any other secured party in connection with the Existing Credit Agreements (or any Loan Party seeking or supporting such grant), except as expressly permitted hereunder or in the Interim Order (or Final Order, when applicable). 7.20 Return of Inventory. No Loan Party shall enter into any agreement to return any of its Inventory outside the ordinary course of business to any of its creditors for application against any pre-petition Indebtedness, pre-petition trade payables or other prepetition claims under Section 546(h) of the Bankruptcy Code other than a creditor with a valid, perfected and non-avoidable Lien as of the Petition Date that, pursuant to mandatory provisions of applicable law, have priority over Liens granted pursuant to the Security Documents and the Interim Order (or Final Order, when applicable). 7.21 Critical Vendors and Other Payments. No Loan Party shall make (i) any payments on account of any creditors claims against the Loan Parties, (ii) payments on account of claims or expenses arising under Section 503(b)(9) of the Bankruptcy Code, (iii) payments in respect of a reclamation program or (iv) payments under any management incentive plan or on account of claims or expenses arising under Section 503(c) of the Bankruptcy Code, except in each case, in amounts and on terms and conditions that (A) are approved by order of the Bankruptcy Court and (B) are expressly permitted by the DIP Budgets or otherwise approved by the Lenders in writing.
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7.22 Exercise of Remedies. No Loan Party shall obtain, or seek to obtain, any stay on the exercise of the remedies of the Administrative Agent hereunder, under any Loan Document or the Interim Order (or Final Order, when applicable). In any hearing regarding any exercise of rights or remedies, the only issue that may be raised by any party in opposition thereto shall be whether, in fact, an Event of Default has occurred and is continuing. 7.23 Board of Directors. The Borrower shall not, at any time, allow the appointment of any person to the board of directors (or equivalent body of a limited liability company) of Holdings, any Borrower or any first-tier subsidiary of V2V, other than an Acceptable Independent Director. SECTION 8. EVENTS OF DEFAULT 8.1 If any of the following events shall occur and be continuing:

(a) The Borrower shall fail to pay (i) any principal of any Loan when due in accordance with the terms hereof or (ii) any interest owed by it on any Loan or any other amount payable by it hereunder or under any other Loan Document, within one Business Day after any such interest or other amount becomes due in accordance with the terms hereof; or (b) any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document, shall, in either case, prove to have been inaccurate in any material respect on or as of the date made or deemed made or furnished; or (c) Any Loan Party shall default in the observance or performance of any agreement contained in Section 6.1, 6.4(a), 6.7, 6.10, 6.14, 6.16, 6.17 or Section 7 of this Agreement; or (d) Any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of 5 Business Days after such Loan Party receives from the Administrative Agent or any Lender notice of the existence of such default; or (e) Holdings, the Borrower or any of its Subsidiaries shall (i) default in making any payment of any principal of any post-petition Indebtedness (excluding the Loans) on the scheduled or original due date with respect thereto; (ii) default in making any payment of any interest on any such post-petition Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such post-petition Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event of default shall occur and such default or event of default shall continue unremedied beyond the expiration of any applicable grace period, the effect of which payment or other default or other event of default described in clauses (i), (ii) or (iii) of this paragraph (e) is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required,
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such Indebtedness to become due prior to its stated maturity or to become subject to a mandatory offer to purchase by the obligor thereunder or to become payable; provided that (A) a default, event or condition described in this paragraph shall not at any time constitute an Event of Default unless, at such time, one or more defaults or events of default of the type described in this paragraph shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $1,000,000 and (B) this paragraph (e) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer, destruction or other disposition of the Property or assets securing such Indebtedness if such sale, transfer, destruction or other disposition is not prohibited hereunder; or (f) (i) the termination by any party thereto, other than a Loan Party of, or (ii) the termination of or the filing of a motion terminating or rejecting, in each case by or on behalf of a Loan Party, any Material Contract, material lease or other material agreement, document or instrument on or after the Petition Date to which any Loan Party is party if, in the case of this clause (ii) only, the result of such termination or rejection would be adverse to the Lenders in any material respect; or (g) any order, judgment or decree shall be entered against any Loan Party decreeing the dissolution or split up of such Loan Party and such order shall remain undischarged or unstayed for a period in excess of 30 days; or (h) [Intentionally Omitted]; or

(i) (i) Holdings, the Borrower or any of its Subsidiaries shall incur any liability in connection with any non-exempt prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any accumulated funding deficiency (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Single Employer Plan or any Lien in favor of the PBGC or a Single Employer Plan shall arise on the assets of Holdings, the Borrower or any of its Subsidiaries, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is reasonably likely to result in the termination of such Single Employer Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) Holdings, the Borrower or any of its Subsidiaries shall, or is reasonably likely to, incur any liability as a result of a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other event or condition (other than one which could not reasonably be expected to result in a violation of any applicable law or of the qualification requirements of the Code) shall occur or exist with respect to a Plan or a Commonly Controlled Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to result in a direct obligation of Holdings, the Borrower or any of its Subsidiaries to pay money that would have a Material Adverse Effect; or (j) (i) Holdings shall cease directly or indirectly to own 100% of the Capital Stock of the Borrower; or (ii) prior to an Approved Transaction, the Permitted Investors

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and their Affiliates shall collectively cease to own directly or indirectly at least 50.1% of the Capital Stock of Holdings; or (k) any material suspension by a Loan Party of operation of its business except in connection with an Approved Transaction; or (l) any of the Chapter 11 Cases shall be dismissed or converted to a case under Chapter 7 of the Bankruptcy Code or any Loan Party shall file a motion or other pleading seeking the dismissal of any of the Chapter 11 Cases under Section 1112 of the Bankruptcy Code or otherwise; a trustee under Chapter 7 or Chapter 11 of the Bankruptcy Code, an examiner with enlarged powers relating to the operation of the business (powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code shall be appointed in any of the Chapter 11 Cases and the order appointing such trustee or examiner shall not be reversed or vacated within 60 days after the entry thereof; or (m) an order of the Bankruptcy Court shall be entered reversing, staying, vacating or (except as otherwise agreed to in writing by Administrative Agent and the Required Lenders, each acting in its reasonable discretion) otherwise amending, supplementing or modifying the Interim Order or the Final Order; or (n) an order of the Bankruptcy Court shall be entered granting any superpriority claim (other than the Carve Out) or Lien in any of the Chapter 11 Case which is senior to or pari passu with those granted under the Interim Order (or Final Order, when applicable) to (i) the Agents and the Lenders against Borrower or any Loan Party hereunder or (ii) the First Lien Lenders, Second Lien Lenders or any other secured party in connection with the Existing Credit Agreements (or any Loan Party seeking or supporting such grant), except as expressly permitted hereunder; or (o) the Bankruptcy Court shall enter one or more orders granting relief from the automatic stay applicable under Section 362 of the Bankruptcy Code as to assets with an aggregate value, collectively for all such orders, in excess of $200,000, or any Loan Party seeking or supporting such relief; or (p) Order or Final Order; or Any Loan Party shall not comply with any terms of the Interim

(q) entry of a Bankruptcy Court order authorizing the sale of all or substantially all of the assets of any Loan Party or any of their subsidiaries (or any Loan Party seeking or supporting such sale) other than the Sale Transactions unless such order contemplates repayment in full in cash of the Obligations upon consummation of the sale; or (r) One or more post-petition money judgments, writs or warrants of attachment or similar process involving an amount in the aggregate in excess of $1,000,000 (in either case to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) shall be entered or filed against any Loan Party or any of their respective assets and shall remain undischarged, unvacated, unbonded
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or unstayed for a period of sixty days (or in any event later than five days prior to the date of any proposed sale thereunder); or (s) At any time after the execution and delivery thereof, (i) the guarantee set forth in the Guarantee and Collateral Agreement for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder, (ii) this Agreement, any Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in accordance with the terms hereof) or shall be declared null and void, or Administrative Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document or (iii) any Loan Party shall contest the validity or enforceability of any Loan Document, including any assertion of the invalidity of any Lien on the Collateral securing the Obligations, in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document to which it is a party; or (t) any stipulation shall be entered into by any Loan Party or any order shall be entered by the Bankruptcy Court with respect to the provision of adequate protection to any Person or the use of cash collateral by any Loan Party, in each case that is not satisfactory in form and substance to Administrative Agent and the Required Lenders, each acting in its reasonable discretion; or (u) (i) failure of the Loan Parties to actively and diligently pursue the consummation of a Sale Transaction, Harvest Transaction or any similar sale or disposition of all or any portion of the assets or equity of Holdings or any of its subsidiaries approved by the Administrative Agent and the Required Lenders, each acting in its reasonable discretion or (ii) the waiver, amendment or other modification of any provision of any sale agreement entered into with respect to any such sale, except as may be approved by the Administrative Agent and the Required Lenders, each acting in its reasonable discretion; or (v) (i) payment processing arrangements satisfactory to the Administrative Agent and the Required Lenders, each acting in its sole discretion, shall fail to remain in effect or (ii) any of the ratios permitted under applicable Risk Identification Service programs, whether for chargebacks or fraud claims, or similar risk programs in effect prior to the Petition Date, shall be reduced or changed in any way which would have a negative impact on any Loan Partys ability to process customer payments; or (w) at any time following the earlier of (x) the date that is 30 days following entry of the Interim Order and (y) the Final Order Entry Date, the majority of the board of directors (or equivalent body, if any, of any limited liability company) of Holdings, any Borrower or any first-tier subsidiary of V2V does not consist of Acceptable Independent Directors (it being understood that, if an Acceptable Independent Director resigns no Default or Event of Default shall be deemed to occur if a replacement Acceptable Independent Director is appointed within ten Business Days of such resignation);

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THEN, if any Event of Default occurs and is continuing, Administrative Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions, at the same or different times, in each case without further order or application of the Bankruptcy Court (provided that with respect to the enforcement of Liens or other remedies with respect to the Collateral under (a) clause (iii) below, the Administrative Agent shall provide the Borrower with at least 5 days notice prior to taking the action contemplated thereby and (b) clause (iv) below, Administrative Agent shall provide the Borrower with at least 7 days notice prior to taking the action contemplated thereby); in any hearing after the giving of the aforementioned notice, the only issue that may be raised by any party in opposition thereto being whether, in fact, an Event of Default has occurred and is continuing; (i) declare the commitment of each Lender to make Loans to be terminated, whereupon such commitments shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest, or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (iii) terminate the right of the Borrower to use cash collateral (including by sending blocking notices in connection with any account control agreements) (it being understood and agreed that during the 5 day period following delivery of any blocking notice, the Loan Parties shall be permitted to use cash collateral in accordance with the DIP Budgets provided in accordance with the terms of this Agreement); and (iv) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Lenders under this Agreement, any of the other Loan Documents or applicable law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Lenders. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of applicable law. Following an Event of Default, all amounts collected from any Loan Party or realized in connection with the enforcement of remedies shall be applied in the following order: first, to the payment of that portion of the Obligations constituting fees, indemnities and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and Collateral Agent and amounts payable under Section 2 payable to the Administrative Agent and Collateral Agent, each in its capacity as such, until paid in full, second, to the prepayment of the outstanding Tranche A Loans and any other amounts then due and payable under this Agreement until paid in full, third, to the prepayment of the outstanding Tranche B Loans until paid in full

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and fourth, to the outstanding Obligations (as defined in the First Lien Credit Agreement) in the order specified in the First Lien Credit Agreement, until paid in full. SECTION 9. THE AGENTS 9.1 Appointment. Each Lender hereby irrevocably designates and appoints each Agent as the agent of such Lender under the Loan Documents and each such Lender irrevocably authorizes each Agent, in such capacity, to take such action on its behalf under the provisions of the applicable Loan Documents and to exercise such powers and perform such duties as are expressly delegated to such Agent by the terms of the applicable Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Agents shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agents. 9.2 Delegation of Duties. Each Agent may execute any of its duties under the applicable Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither Agent shall be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care. 9.3 Exculpatory Provisions. Neither Agent nor any of its officers, directors, employees, agents, attorneys in fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Persons own bad faith, gross negligence, bad faith or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party. 9.4 Reliance by the Agents. The Agents shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to Holdings and the Borrower), independent accountants and other experts selected by the Agents. The Agents may deem and treat the payee of any Note as the owner thereof for all
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purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Agents shall be fully justified in failing or refusing to take any action under the applicable Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders or the Tranche B Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Agents shall in all cases be fully protected in acting, or in refraining from acting, under the applicable Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or the Tranche B Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans. 9.5 Notice of Default. Neither Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless such Agent has received notice from a Lender, Holdings or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a notice of default. In the event that an Agent receives such a notice, such Agent shall give notice thereof to the Lenders. The Agents shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders or the Tranche B Lenders); provided that unless and until an Agent shall have received such directions, such Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders. 9.6 Non-Reliance on Agents and Other Lenders. Each Lender expressly acknowledges that neither the Agents nor any of its officers, directors, employees, agents, attorneys in fact or affiliates have made any representations or warranties to it and that no act by the Agents hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent to any Lender. Each Lender represents to the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under the applicable Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agents hereunder, the Agents shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of either Agent or any of its officers, directors, employees, agents, attorneys in fact or affiliates.

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9.7 Indemnification. The Lenders agree to indemnify each Agent, ratably according to their respective Aggregate Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agents gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder. 9.8 Agent in Its Individual Capacity. Each Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Loan Party as though such Agent were not an Agent. With respect to its Loans made or renewed by it, each Agent shall have the same rights and powers under the applicable Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms Lender and Lenders shall include each Agent in its individual capacity. 9.9 Successor Agents. Any Agent may resign upon 30 days notice to the Lenders, the Borrower and the other Agent effective upon appointment of a successor Agent. Upon receipt of any such notice of resignation, the Required Lenders shall appoint a successor agent for the Lenders (which agent is not required to be a Lender), which successor agent shall (unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of such retiring Agent, and the retiring Agents rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such retiring Agent or any of the parties to this Agreement or any holders of the Loans. If no successor Agent shall have been so appointed by the Required Lenders with such consent of the Borrower and shall have accepted such appointment within 30 days after the retiring Agents giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders and with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), appoint a successor Agent, that shall be a bank (which may or may not be a Lender) that has an office in New York, New York with a combined capital and surplus of at least $500,000,000. After any retiring Agents resignation as Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement and the other Loan Documents. 9.10 Authorization to Release Liens and Guarantees. The Agents are hereby irrevocably authorized by each of the Lenders to effect any release or subordination of Liens or
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Guarantee Obligations contemplated by Section 10.15 without further action or consent by the Lenders. 9.11 Lead Arranger. The Arranger shall have no duties or responsibilities hereunder in its capacity as such. SECTION 10. MISCELLANEOUS 10.1 Amendments and Waivers. Neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Agents and each Loan Party to the relevant Loan Document may, from time to time, enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights or obligations of the Agents, the Lenders or of the Loan Parties hereunder or thereunder or waive, on such terms and conditions as the Required Lenders or the Agents may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that(a) the consent of each Lender adversely affected thereby shall be required with respect to (i) reductions in the amount or extensions of the scheduled date of maturity of any Loan or reductions in the amount or extensions of the payment date for any required mandatory payments, (ii) reductions in the rate of interest or any fee or extensions of any due date thereof (provided that waivers of Defaults or Events of Default or waivers of default interest shall not be deemed to be a reduction in the rate of interest or any fee under the Loan Documents) and (iii) increases in the amount or extensions of the expiry date of any Lenders Commitment; and (b) the consent of each Lender shall be required to (i) modify the pro rata sharing requirements of this Agreement, (ii) permit any Loan Party to assign its rights under this Agreement, (iii) modify any of the voting percentages, (iv) release all Guarantors or (v) release all or substantially all of the Collateral (it being understood that a release of Collateral sold or otherwise disposed of in any sale or disposition permitted under the Loan Documents (as they may be modified by the Required Lenders) shall not be deemed a release to the extent that the proceeds of such sale or disposition remain Collateral). 10.2 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed as follows in the case of Holdings, the Borrower, the Agents, and as set forth in an administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto: Holdings: Velo Holdings Inc. c/o Vertrue LLC 20 Glover Avenue Norwalk, CT 06850
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Attention: Chief Financial Officer Fax: with a copy to (which shall not constitute notice to Holdings); Dechert LLP Cira Centre 2929 Arch Street Philadelphia, PA 19104-2808 Attention: The Borrower: Vertrue LLC 20 Glover Avenue Norwalk, CT 06850 Attention: Chief Financial Officer Fax: with a copy to (which shall not constitute notice to the Borrower); Dechert LLP Cira Centre 2929 Arch Street Philadelphia, PA 19104-2808 Attention: Agents: Barclays Bank PLC 745 Seventh Avenue 26th Floor New York, NY 10019 Attention: Telecopy No: E-Mail Address; with a copy to; Barclays Capital Services LLC 1301 Sixth Avenue New York, New York 10019 Attention: Telecopy No: provided that any notice, request or demand to or upon the Agents, the Lenders, Holdings or the Borrower shall not be effective until received. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Agents; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise
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agreed by the Agents and the applicable Lender. The Agents, Holdings or the Borrower may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. 10.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. 10.4 Survival of Representations and Warranties. All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder. 10.5 Payment of Expenses; Indemnification.

(a) The Borrower agrees (i) to pay or reimburse each Agent and the Arrangers for all their respective reasonable and documented out-of-pocket costs and expenses incurred in connection with the syndication of the Facilities (other than fees payable to syndicate members) and the development, preparation, execution and delivery of this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith and any amendment, supplement or modification thereto, and, as to the Agents only, the administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable and documented fees and disbursements and other charges of counsel to the Agents (including one primary counsel and such local counsel as the Agents may reasonably require in connection with collateral matters, but no more than one counsel in any jurisdiction) in connection with all of the foregoing, (ii) to pay or reimburse each Lender, the Agents and the Arranger for all their reasonable out-of-pocket costs and expenses incurred in connection with the enforcement of any rights under this Agreement, the other Loan Documents and any such other documents, including, without limitation, the fees and disbursements of counsel (including the allocated fees and expenses of in-house counsel) to each Lender and the Agents, (iii) to pay, indemnify, or reimburse each Lender and the Agents for, and hold each Lender and the Agents harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and similar other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents and (iv) to pay, indemnify or reimburse each Lender, each Agent, the Arranger and their respective affiliates, and their respective officers, directors, trustees, employees, advisors, agents and controlling Persons (each, an Indemnitee) for, and hold each Indemnitee harmless from and against any and all other liabilities, obligations, losses, damages, penalties, costs, expenses or disbursements arising out of any actions, judgments or suits of any kind or nature whatsoever,
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arising out of or in connection with any claim, action or proceeding relating to or otherwise with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Holdings, the Borrower, any of its Subsidiaries or any of the Properties and the fees and disbursements and other charges of legal counsel in connection with claims, actions or proceedings (regardless of whether brought by any Indemnitee or otherwise) against Holdings or the Borrower hereunder (all the foregoing in this clause (iv), collectively, the Indemnified Liabilities); provided that neither Holdings nor the Borrower shall have any obligation hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities (A) are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of, such Indemnitee or its affiliates, officers, directors, trustees, employees, advisors, agents or controlling Persons or (B) to the extent arising from any dispute solely among Indemnitees other than (x) any claims against the Agents acting in such capacity or in fulfilling such role or any similar role under this Agreement and (y) any claims arising out of any act or omission on the part of the Loan Parties or their Subsidiaries. All amounts due under this Section 10.5 shall be payable promptly after receipt of a reasonably detailed invoice therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to the Borrower at the address thereof set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive repayment of the Obligations. (b) To the extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against Lenders and the Agents and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each of Holdings and the Borrower hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. 10.6 Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and 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 10.6.

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(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, at any time after the Syndication Completion Date, any Lender may assign to one or more assignees (each, an Assignee), all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund. Any assignment by any Lender shall include a ratable portion of such Lenders Tranche A-1 Commitments, Tranche A-1 Loans, Tranche A-2 Commitments, Tranche A-2 Loans, Tranche B Loans and Tranche B Entitlements. (i) conditions; (A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lenders Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of (I) the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or (II) if earlier, the trade date (if any) specified in such Assignment and Assumption) shall not be less than $1,000,000, unless the Administrative Agent otherwise consents; provided that such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (which shall not be payable by Holdings or any of its Affiliates); provided that only one such fee shall be payable in the case of contemporaneous assignments to or by two or more related Approved Funds; and (C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire. For the purposes of this Section 10.6, 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 and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) (i) an entity or an Affiliate of an entity that administers or manages a Lender or (ii) an entity or an Affiliate of an entity that is the investment advisor to a Lender. (ii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under
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this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lenders rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.19, 2.20, 2.21 and 10.5). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section 10.6. (iii) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and interest owing to, each Lender pursuant to the terms hereof from time to time (the Register). Holdings, the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement (and the entries in the Register shall be conclusive for such purposes), notwithstanding notice to the contrary. The Register shall be available for inspection by Holdings, the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (iv) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignees completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section 10.6 and any written consent to such assignment required by paragraph (b) of this Section 10.6, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (c) (i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a Participant), but in any event not to certain Persons identified to the Administrative Agent by the Borrower prior to the Closing Date, in all or a portion of such Lenders rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lenders obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lenders rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly and adversely affected thereby pursuant to the proviso to the second sentence of Section 10.1 and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section 10.6, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.19, 2.20 and 2.21 to the

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same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.6. (ii) A Participant shall not be entitled to receive any greater payment under Section 2.19 or 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrowers prior written consent to such greater amounts. No Participant shall be entitled to the benefits of Section 2.20 unless such Participant complies with Section 2.20(d) or (e), as (and to the extent) applicable, as if such Participant were a Lender. (d) Any Lender may, without the consent of or notice to the Administrative Agent or the Borrower, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 10.6 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto. The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in this paragraph (d). (e) [Intentionally Omitted].

10.7 Adjustments; Set off. (a) Except to the extent that this Agreement provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a Benefitted Lender) shall at any time receive any payment of all or part of the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in Section 8(f), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lenders Obligations, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lenders Obligations, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. (b) In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) after the expiration of any cure or grace periods, to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final but excluding trust accounts, employee benefit accounts, payroll and withholding accounts and the like), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured
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or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application. 10.8 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement or Lender Addendum by facsimile transmission or by electronic mail in portable document format shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent. 10.9 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 10.10 Integration. This Agreement and the other Loan Documents represent the entire agreement of Holdings, the Borrower, the Agents and the Lenders with respect to the subject matter hereof and thereof. 10.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK AND (TO THE EXTENT APPLICABLE) THE BANKRUPTCY CODE. 10.12 Submission to Jurisdiction; Waivers. Each of Holdings and the Borrower hereby irrevocably and unconditionally; (a) submits for itself and its Property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof; (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and
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(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction. 10.13 Acknowledgments. Each of Holdings and the Borrower hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents; (b) neither the Agents nor any Lender has any fiduciary relationship with or duty to either of Holdings or the Borrower arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Agents and Lenders, on one hand, and Holdings and the Borrower, on the other hand, in connection herewith or therewith is solely that of Loan Party and creditor; and (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among Holdings, the Borrower and the Lenders. 10.14 Confidentiality. The Agents and the Lenders agree to treat any and all information, regardless of the medium or form of communication, that is disclosed, provided or furnished, directly or indirectly, by or on behalf of Holdings or any of its affiliates, whether in writing, orally, by observation or otherwise and whether furnished before or after the Closing Date (Confidential Information), strictly confidential and not to use Confidential Information for any purpose other than evaluating the transactions contemplated hereby and negotiating, making available, syndicating and administering this Agreement (the Agreed Purposes). Without limiting the foregoing, each Agent and each Lender agrees to maintain the confidentiality of all Confidential Information, and each Agent and each Lender agrees not to disclose Confidential Information, at any time, in any manner whatsoever, directly or indirectly, to any other Person whomsoever, except (1) to its directors, officers, employees, counsel, trustees and other representatives (collectively, the Representatives), to the extent necessary to permit such Representatives to assist in connection with the Agreed Purposes, (2) to prospective Lenders and participants in connection with the syndication (including secondary trading) of the Facilities and Commitments and Loans hereunder, in each case who are informed of the confidential nature of the information and agree to observe and be bound by standard confidentiality terms, (3) upon the request or demand of any Governmental Authority having jurisdiction over it (including the Bankruptcy Court), (4) in response to any order of any Governmental Authority (including the Bankruptcy Court) or as may otherwise be required pursuant to any Requirement of Law (including the Bankruptcy Court), (5) to the extent reasonably required or necessary, in connection with any litigation or similar proceeding relating to the Facilities (including the Bankruptcy Court), (6) that has been publicly disclosed other than in breach of this Section 10.14, (7) to the NAIC or any similar organization or any nationally recognized rating agency that requires access to information about a Lenders investment portfolio in connection with ratings issued with respect to such Lender or (8) to the extent reasonably required or necessary, in connection with the exercise of any remedy under the Loan Documents.
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10.15 Release of Collateral and Guarantee Obligations; Subordination of Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Disposition of Property permitted by the Loan Documents or permitted by the Required Lenders, the Collateral Agent shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any contingent or indemnification obligations not then due) take such actions as shall be required to release its security interest in any Collateral being Disposed of in such Disposition, and to release any Guarantee Obligations under any Loan Document of any Person being Disposed of in such Disposition, to the extent necessary to permit consummation of such Disposition in accordance with the Loan Documents. Any representation, warranty or covenant contained in any Loan Document relating to any such Property so Disposed of (other than Property Disposed of to the Borrower or any of its Subsidiaries) shall no longer be deemed to be repeated once such Property is so Disposed of. (b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Obligations (other than any contingent or indemnification obligations not then due) have been paid in full, all Commitments have terminated or expired, upon request of the Borrower, the Collateral Agent shall take such actions as shall be required to release its security interest in all Collateral, and to release all Guarantee Obligations under any Loan Document, whether or not on the date of such release there may be outstanding Obligations in respect of a contingent or indemnification obligations not then due. Any such release of Guarantee Obligations shall be deemed subject to the provision that such Guarantee Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. (c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Liens permitted by the Loan Documents or permitted to be incurred by the Required Lenders, the Collateral Agent shall (without notice to, or vote or consent of, any Lender) take such actions as shall be required to subordinate the Lien on any Collateral to any Lien permitted under Section 7.3. 10.16 Accounting Changes. In the event that any Accounting Change (as defined below) shall occur and such change results in a change in the method of calculation of the financial covenant, standards or terms in this Agreement, then Holdings and the Agents agree to enter into negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating Holdings financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by Holdings, the Agents and the Required Lenders, the financial covenant and all standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. Accounting Changes refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the

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Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC. 10.17 WAIVERS OF JURY TRIAL. EACH OF HOLDINGS, THE BORROWER, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. 10.18 USA PATRIOT ACT. Each Lender hereby notifies the Loan Parties that pursuant to the requirements of the USA Patriot Act (Title III of Publ. 107 56 (signed into law October 26, 2001)) (the Act), it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Loan Parties in accordance with the Act. 10.19 Delivery of Lender Addenda. Each Lender (other than any Lender whose name appears on the signature pages to this Agreement) shall become a party to this Agreement by delivering to the Agents a Lender Addendum duly executed by such Lender. 10.20 Certain Matters Relating to Tranche B Loans. Each Lender that is, was or at any time becomes a First Lien Lender, in its capacity as a Lender hereunder and a First Lien Lender, agrees on behalf of itself and its Affiliates that it shall not, and shall not permit any of its Affiliates (on such Lenders behalf) to, commence any litigation, arbitration, suit, proceeding, claim, case other action against any Lender or any of its Affiliates or against Barclays or any of its Affiliates in connection with the First Lien Credit Agreement or the First Lien Loan Documents in its capacity as Administrative Agent, Collateral Agent or otherwise under the First Lien Credit Agreement, or any successor to any such capacity under the First Lien Credit Agreement, or take any action in support thereof, with respect to any claim, disgorgement, counterclaim, recoupment, offset or other cause of action under any theory at law or in equity arising hereunder or under the First Lien Credit Agreement relating to the roll-up of First Lien Loans thereunder into Tranche B Loans hereunder, including with respect to the validity or enforceability of the Tranche B Loans, any related payment or compensation provided to holders thereof, any sharing or other provision under the First Lien Loan Agreement or any related document. Each such Lender acknowledges and agrees, on behalf of itself and its successors and assigns of any Loan or First Lien Loan, that the agreement set forth in this Section 10.20 shall be binding upon and inure to the benefit of any such successor and assign. 10.21 Parties Including Trustees; Bankruptcy Court Proceedings. This Agreement, the other Loan Documents, and all Liens and other rights and privileges created hereby or pursuant hereto or to any other Loan Document shall be binding upon each Loan Party, the estate of each Loan Party, and any trustee, other estate representative or any successor in interest of any Loan Party in any Chapter 11 Case or any case under Chapter 7 of the Bankruptcy Code, and shall not be subject to Section 365 of the Bankruptcy Code. This Agreement and the other Loan Documents shall be binding upon, and inure to the benefit of, the successors of the Administrative Agent and Lenders and their respective assigns, transferees and endorsees. The Liens created by this Agreement and the other Loan Documents shall be and remain valid and
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perfected in the event of the substantive consolidation or conversion of any Chapter 11 Case or any other bankruptcy case of any Loan Party to a case under Chapter 7 of the Bankruptcy Code or in the event of dismissal of any Chapter 11 Case or the release of any Collateral from the jurisdiction of the Bankruptcy Court for any reason, without the necessity that the Administrative Agent file financing statements or otherwise perfect its Liens under applicable law. No Loan Party may assign, transfer, hypothecate or otherwise convey its rights, benefits, obligations or duties hereunder or under any of the other Loan Documents without the prior express written consent of the Administrative Agent and the Lenders. Any such purported assignment, transfer, hypothecation or other conveyance by any Loan Party without the prior express written consent of the Administrative Agent and the Lenders shall be void. The terms and provisions of this Agreement are for the purpose of defining the relative rights and obligations of each Loan Party, the Administrative Agent and Lenders with respect to the transactions contemplated hereby and no Person shall be a third party beneficiary of any of the terms and provisions of this Agreement or any of the other Loan Documents. 10.22 No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the Lenders), may have economic interests that conflict with those of each Loan Party. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Lenders and each Loan Party, its stockholders or its affiliates. Each Loan Party acknowledges and agrees that (a) the transactions contemplated by the Loan Documents are arms-length commercial transactions between the Lenders, on the one hand, and each Loan Party, on the other, (b) in connection therewith and with the process leading to such transaction each of the Lenders is acting solely as a principal and not the agent or fiduciary of each Loan Party, its management, stockholders, creditors or any other person, (c) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Lender or any of its affiliates has advised or is currently advising any Loan Party on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (d) each Loan Party has consulted its own legal and financial advisors to the extent deemed appropriate. Each Loan Party further acknowledges and agrees that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to any Loan Party, in connection with such transaction or the process leading thereto.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. VELO HOLDINGS INC.

By;

_____________________________ Name: Title:

VERTRUE LLC

By;

_____________________________ Name: Title:

V2V HOLDINGS LLC

By;

_____________________________ Name: Title:

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BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent, Sole Lead Arranger and Sole Bookrunner

By;

_____________________________ Name: Title:

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[GENERAL ELECTRIC CAPITAL CORPORATION], as an Initial Lender

By;

_____________________________ Name: Title:

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GOLDENTREE CAPITAL SOLUTIONS FUND FINANCING, as an Initial Lender By: GoldenTree Asset Management, LP

By;

_____________________________ Name: Title:

GOLDENTREE CAPITAL SOLUTIONS OFFSHORE FUND FINANCING, as an Initial Lender By: GoldenTree Asset Management, LP

By;

_____________________________ Name: Title:

GOLDENTREE CREDIT OPPORTUNITIES FINANCING I, LTD., as an Initial Lender By: GoldenTree Asset Management, LP

By;

_____________________________ Name: Title:

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GOLDENTREE 2004 TRUST, as an Initial Lender By: GoldenTree Asset Management, LP

By;

_____________________________ Name: Title:

GN3 SIP LIMITED, as an Initial Lender By: GoldenTree Asset Management, LP

By;

_____________________________ Name: Title:

GOLDENTREE HIGH YIELD VALUE FUND OFFSHORE 110 LIMITED, as an Initial Lender

By;

_____________________________ Name: Title:

GOLDENTREE CREDIT OPPORTUNITIES SECOND FINANCING, LTD., as an Initial Lender By: GoldenTree Asset Management, LP

By;

_____________________________ Name: Title:

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ABSALON II LIMITED, as an Initial Lender

By;

_____________________________ Name: Title:

UNIPENSION INVEST F.M.B.A. HIGH YIELD OBLIGATIONER, as an Initial Lender

By;

_____________________________ Name: Title:

GOLDENTREE HIGH YIELD VALUE FUND OFFSHORE (STRATEGIC), LTD., as an Initial Lender

By: GoldenTree Asset Management, LP

By;

_____________________________ Name: Title:

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Exhibit B Budgets See attached.

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VELOHOLDINGSINC.,etal., DIPBudgetConsolidated Rolling13weekCashFlowForecast

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(in000's) FiscalMonth: WeekEnded: TotalReceipts TotalOperatingDisbursements NetOperatingCashFlow TotalRestructuring&DIPFacilityDisbursements TotalDisbursements Intercompany TotalNetCashFlow

1 Forecast Apr12 4/6

2 Forecast Apr12 4/13

3 Forecast Apr12 4/20

4 Forecast Apr12 4/27

5 Forecast May12 5/4

6 Forecast May12 5/11

7 Forecast May12 5/18

8 Forecast May12 5/25

9 Forecast Jun12 6/1

10 Forecast Jun12 6/8

11 Forecast Jun12 6/15

12 Forecast Jun12 6/22

13 Forecast Jun12 6/29

13week Total $74,185.9 57,696.2 16,489.7 4,474.0 62,170.2 $ 12,015.7 9,447.3

$3,915.5 $4,145.6 $5,471.5 $4,178.2 $6,217.7 $7,069.7 $7,227.8 $5,033.9 $7,275.2 $5,388.4 $5,473.3 $6,358.5 $6,430.7 1,410.1 7,516.0 1,535.0 4,914.8 5,003.1 3,164.6 7,932.0 4,322.7 3,112.6 3,757.7 8,610.5 2,309.8 4,107.3 2,505.4 (3,370.4) 3,936.4 (736.6) 1,214.5 3,905.1 (704.2) 711.2 4,162.6 1,630.7 (3,137.2) 4,048.7 2,323.5 850.0 768.0 100.0 743.0 1,280.0 733.0

2,260.1 7,516.0 1,535.0 5,682.8 5,103.1 3,164.6 7,932.0 5,065.7 3,112.6 3,757.7 9,890.5 3,042.8 4,107.3

$1,655.4 $(3,370.4) $3,936.4 $ (1,504.6) $1,114.5 $3,905.1 $(704.2) $(31.8) $4,162.6 $1,630.7 $ (4,417.2) $3,315.7 $2,323.5

TotalNetCashFlowExc.FiduciaryActivity&Interco. 193.3 (3,728.6) 1,624.7 (1,699.4) (248.4) 3,447.8 2,250.0 (378.9) 2,791.0 1,216.2 505.7 1,293.9 2,180.0 Cash: BeginningCashBalance TotalNetCashFlow DIPBorrowings/(Repayments)TrancheA1 DIPBorrowings/(Repayments)TrancheA2 EndingCashBalance AvailableCash EndingCashBalance E di C h B l CoverdellFiduciary Escrow PayrollAccounts EndingAvailableCash(BankBasis)

$15,762.3 1,655.4

$17,417.7 (3,370.4)

$14,047.3 3,936.4

$17,983.7 (1,504.6)

$16,479.1 1,114.5

$17,593.6 3,905.1

$21,498.7 (704.2)

$20,794.5 (31.8)

$20,762.7 4,162.6

$24,925.3 1,630.7

$26,556.1 (4,417.2)

$22,138.9 3,315.7

$25,454.6 2,323.5

$15,762.3 12,015.7 27,778.1

17,417.7 14,047.3 17,983.7 16,479.1 17,593.6 21,498.7 20,794.5 20,762.7 24,925.3 26,556.1 22,138.9 25,454.6 27,778.1

17 417 7 17,417.7 (4,406.8) (303.2) (473.8)

14 047 3 14,047.3 (4,765.0) (303.2) (473.8)

17 983 7 17,983.7 (7,076.7) (303.2) (473.8)

16 479 1 16,479.1 (7,271.5) (303.2) (473.8)

17,593.6 17 593 6 (8,634.5) (303.2) (473.8)

21 498 7 21,498.7 (9,091.8) (303.2) (473.8)

20 794 5 20,794.5 (6,137.6) (303.2) (473.8)

20,762.7 20 762 7 (6,484.7) (303.2) (473.8)

24 925 3 24,925.3 (7,856.2) (303.2) (473.8)

26,556.1 26 556 1 (8,270.7) (303.2) (473.8)

22,138.9 22 138 9 (3,347.9) (303.2) (473.8)

25,454.6 25 454 6 (5,369.7) (303.2) (473.8)

27 778 1 27,778.1 (5,513.1) (303.2) (473.8)

27,778.1 27 778 1 (5,513.1) (303.2) (473.8) $ 21,488.0

$12,233.9 $8,505.3 $ 10,130.0 $8,430.6 $8,182.2 $ 11,630.0 $ 13,880.0 $13,501.1 $ 16,292.1 $ 17,508.4 $ 18,014.0 $ 19,307.9 $ 21,488.0

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(in000's) FiscalMonth: WeekEnded: TotalReceipts TotalOperatingDisbursements NetOperatingCashFlow TotalRestructuring&DIPFacilityDisbursements TotalDisbursements Intercompany TotalNetCashFlow

1 Forecast Apr12 4/6

2 Forecast Apr12 4/13

3 Forecast Apr12 4/20

4 Forecast Apr12 4/27

5 Forecast May12 5/4

6 Forecast May12 5/11

7 Forecast May12 5/18

8 Forecast May12 5/25

9 Forecast Jun12 6/1

10 Forecast Jun12 6/8

11 Forecast Jun12 6/15

12 Forecast Jun12 6/22

13 Forecast Jun12 6/29

13week Total $37,005.2 24,439.1 12,566.1 4,474.0 28,913.1 (2,396.9) $ 10,489.1 8,092.1

$2,070.9 $2,166.3 $2,019.3 $1,960.0 $3,626.2 $3,454.7 $3,316.5 $3,113.8 $3,020.6 $3,257.4 $3,141.3 $3,096.0 $2,762.0 1,413.3 4,312.3 1,570.4 2,080.7 3,540.4 1,217.7 1,668.7 1,762.1 1,905.5 1,455.5 611.4 1,533.0 1,368.0 657.6 (2,145.9) 448.9 (120.7) 85.9 2,237.0 1,647.8 1,351.7 1,115.1 1,801.9 2,529.8 1,563.1 1,394.0 850.0 768.0 100.0 743.0 1,280.0 733.0

2,263.3 4,312.3 1,570.4 2,848.7 3,640.4 1,217.7 1,668.7 2,505.1 1,905.5 1,455.5 1,891.4 2,266.0 1,368.0 (721.7) 403.4 (1,709.8) 758.4 557.4 115.6 (1,618.4) 378.2 422.9 14.2 59.8 (1,130.2) 73.3 $529.3 $(2,549.3) $2,158.6 $ (1,647.0) $(571.5) $2,121.4 $3,266.2 $230.5 $ 692.1 $1,787.7 $1,190.0 $1,960.3 $1,320.7

TotalNetCashFlowExc.FiduciaryActivity&Interco. (192.4) (2,145.9) 448.9 (888.7) (14.1) 2,237.0 1,647.8 608.7 1,115.1 1,801.9 1,249.8 830.1 1,394.0 Cash: BeginningCashBalance TotalNetCashFlow DIPBorrowings/(Repayments)TrancheA1 DIPBorrowings/(Repayments)TrancheA2 EndingCashBalance AvailableCash EndingCashBalance CoverdellFiduciary Escrow PayrollAccounts EndingAvailableCash(BankBasis)

$7,285.1 529.3

$7,814.4 (2,549.3)

$5,265.1 2,158.6

$7,423.7 (1,647.0)

$5,776.7 (571.5)

$5,205.2 2,121.4

$7,326.6 3,266.2

$10,592.8 230.5

$10,823.4 692.1

$11,515.5 1,787.7

$13,303.2 1,190.0

$14,493.2 1,960.3

$16,453.5 1,320.7

$7,285.1 10,489.1 17,774.2

7,814.4 5,265.1 7,423.7 5,776.7 5,205.2 7,326.6 10,592.8 10,823.4 11,515.5 13,303.2 14,493.2 16,453.5 17,774.2

7,814.4 (303.2) (151.4)

5,265.1 (303.2) (151.4)

7,423.7 (303.2) (151.4)

5,776.7 (303.2) (151.4)

5,205.2 (303.2) (151.4)

7,326.6 (303.2) (151.4)

10,592.8 (303.2) (151.4)

10,823.4 (303.2) (151.4)

11,515.5 (303.2) (151.4)

13,303.2 (303.2) (151.4)

14,493.2 (303.2) (151.4)

16,453.5 (303.2) (151.4)

17,774.2 (303.2) (151.4)

17,774.2 (303.2) (151.4) $ 17,319.6

$7,359.8 $4,810.5 $6,969.1 $5,322.1 $4,750.6 $6,872.0 $ 10,138.2 $10,368.7 $ 11,060.9 $ 12,848.6 $ 14,038.6 $ 15,998.9 $ 17,319.6

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12-11384-mg
VELOHOLDINGSINC.,etal., DIPBudgetCoverdell&Neverblue Rolling13weekCashFlowForecast

Doc 31

Filed 04/03/12 Entered 04/03/12 18:02:01 Pg 154 of 154

Main Document

(in000's) FiscalMonth: WeekEnded: TotalReceipts TotalOperatingDisbursements NetOperatingCashFlow TotalRestructuring&DIPFacilityDisbursements TotalDisbursements Intercompany TotalNetCashFlow

1 Forecast Apr12 4/6

2 Forecast Apr12 4/13

3 Forecast Apr12 4/20

4 Forecast Apr12 4/27

5 Forecast May12 5/4

6 Forecast May12 5/11

7 Forecast May12 5/18

8 Forecast May12 5/25

9 Forecast Jun12 6/1

10 Forecast Jun12 6/8

11 Forecast Jun12 6/15

12 Forecast Jun12 6/22

13 Forecast Jun12 6/29

13week Total $37,180.7 33,257.1 3,923.6 33,257.1 2,396.9 $1,526.7 1,355.2

$1,844.6 $1,979.3 $3,452.1 $2,218.2 $2,591.4 $3,614.9 $3,911.3 $1,920.1 $4,254.6 $2,131.0 $2,332.0 $3,262.5 $3,668.8 (3.2) 3,203.8 (35.4) 2,834.1 1,462.8 1,946.9 6,263.3 2,560.6 1,207.1 2,302.2 7,999.0 776.9 2,739.2 929.5 1,847.8 (1,224.5) 3,487.5 (616.0) 1,128.6 1,668.1 (2,351.9) (640.5) 3,047.5 (171.2) (5,667.0) 2,485.6

(3.2) 3,203.8 (35.4) 2,834.1 1,462.8 1,946.9 6,263.3 2,560.6 1,207.1 2,302.2 7,999.0 776.9 2,739.2 721.7 (403.4) 1,709.8 (758.4) (557.4) (115.6) 1,618.4 (378.2) (422.9) (14.2) (59.8) 1,130.2 (73.3) $1,126.1 $(821.1) $1,777.8 $ 142.4 $1,686.0 $1,783.7 $ (3,970.4) $(262.3) $3,470.5 $(157.0) $ (5,607.2) $1,355.4 $1,002.8

TotalNetCashFlowExc.FiduciaryActivity&Interco. 385.7 (1,582.6) 1,175.8 (810.7) (234.3) 1,210.8 602.2 (987.6) 1,676.0 (585.7) (744.2) 463.8 786.1 Cash: BeginningCashBalance TotalNetCashFlow DIPBorrowings/(Repayments)TrancheA1 DIPBorrowings/(Repayments)TrancheA2 EndingCashBalance AvailableCash EndingCashBalance CoverdellFiduciary Escrow PayrollAccounts EndingAvailableCash(BankBasis)

$8,477.2 1,126.1

$9,603.3 (821.1)

$8,782.2 1,777.8

$10,560.0 142.4

$10,702.4 1,686.0

$12,388.4 1,783.7

$14,172.1 (3,970.4)

$10,201.7 (262.3)

$9,939.4 3,470.5

$13,409.8 (157.0)

$13,252.8 (5,607.2)

$7,645.7 1,355.4

$9,001.1 1,002.8

$8,477.2 1,526.7 10,003.9

9,603.3 8,782.2 10,560.0 10,702.4 12,388.4 14,172.1 10,201.7 9,939.4 13,409.8 13,252.8 7,645.7 9,001.1 10,003.9

9,603.3 (4,406.8) (322.4)

8,782.2 (4,765.0) (322.4)

10,560.0 (7,076.7) (322.4)

10,702.4 (7,271.5) (322.4)

12,388.4 (8,634.5) (322.4)

14,172.1 (9,091.8) (322.4)

10,201.7 (6,137.6) (322.4)

9,939.4 (6,484.7) (322.4)

13,409.8 (7,856.2) (322.4)

13,252.8 (8,270.7) (322.4)

7,645.7 (3,347.9) (322.4)

9,001.1 (5,369.7) (322.4)

10,003.9 (5,513.1) (322.4)

10,003.9 (5,513.1) (322.4) $4,168.4

$4,874.1 $3,694.9 $3,160.9 $3,108.5 $3,431.6 $4,758.0 $3,741.8 $3,132.3 $5,231.3 $4,659.8 $3,975.4 $3,309.0 $4,168.4

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