CDK GLOBAL, INC.

FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT

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CDK GLOBAL, INC.

FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT

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CDK GLOBAL, INC.

FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT

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CDK GLOBAL, INC.

FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT

	BANK OF MONTREAL, CHICAGO BRANCH, as a Lender
	By:	/s/ Joseph W. Linder
	Name:	Joseph W. Linder
	Title:	Vice President

CDK GLOBAL, INC.

FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT

CDK GLOBAL, INC.

FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT

	THE HUNTINGTON NATIONAL BANK, as a Lender
	By:	/s/ Mark Zobel
	Name:	Mark Zobel
	Title:	Vice President

CDK GLOBAL, INC.

FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENT

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Published CUSIP Numbers:

Deal: 12508JAL4

3-Year Term Loan: 12508JAM2

5-Year Term Loan: 12508JAN0

		Page
ARTICLE I DEFINITIONS		1
Section 1.01.	Defined Terms	1
Section 1.02.	Classification of Loans and Borrowings	33
Section 1.03.	Terms Generally	33
Section 1.04.	Accounting Terms; GAAP	34
Section 1.05.	Currency Translation	34
Section 1.06.	Interest Rates	35
ARTICLE II THE CREDITS		35
Section 2.01.	Commitments	35
Section 2.02.	Loans and Borrowings	35
Section 2.03.	[Reserved]	36
Section 2.04.	Funding of Borrowings	36
Section 2.05.	Interest Elections	36
Section 2.06.	Termination of Commitments	38
Section 2.07.	[Reserved]	38
Section 2.08.	Repayment of Loans; Evidence of Debt	38
Section 2.09.	Amortization of Borrowings	39
Section 2.10.	Prepayment of Loans	39
Section 2.11.	Fees	40
Section 2.12.	Interest	40
Section 2.13.	Alternate Rate of Interest; Illegality	41
Section 2.14.	Increased Costs	42
Section 2.15.	Break Funding Payments	44
Section 2.16.	Taxes	44
Section 2.17.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	47
Section 2.18.	Mitigation Obligations; Replacement of Lenders	49
Section 2.19.	Successor LIBOR	50
ARTICLE III REPRESENTATIONS AND WARRANTIES		51
Section 3.01.	Organization; Powers	51
Section 3.02A.	Authorization; Enforceability	51
Section 3.02B.	Authorization; Enforceability	51
Section 3.03A.	Governmental Approvals; No Conflicts	51
Section 3.03B.	Governmental Approvals; No Conflicts	52
Section 3.04.	Financial Condition; No Material Adverse Change	52
Section 3.05.	Properties	52
Section 3.06.	Litigation and Environmental Matters	52
Section 3.07.	Compliance with Laws and Agreements	53
Section 3.08.	Federal Reserve Regulations	53
Section 3.09.	Investment Company Status	53
Section 3.10.	Taxes	53
Section 3.11.	ERISA	53
Section 3.12.	Disclosure	53
Section 3.13.	Solvency	54
Section 3.14.	Anti-Corruption Laws and Sanction Laws	54

Section 3.15.	Affected Financial Institution	54
Section 3.16.	Collateral Matters	54
Section 3.17.	Subsidiaries; Loan Parties	55
Section 3.18.	Insurance	55
ARTICLE IV CONDITIONS		56
Section 4.01.	Closing Date	56
ARTICLE V AFFIRMATIVE COVENANTS		57
Section 5.01.	Financial Statements and Other Information	57
Section 5.02.	Notices of Material Events	58
Section 5.03.	Existence; Conduct of Business	59
Section 5.04.	Taxes	59
Section 5.05.	Business and Properties	59
Section 5.06.	Books and Records; Inspection Rights	59
Section 5.07.	Compliance with Laws	59
Section 5.08.	Use of Proceeds	60
Section 5.09.	Additional Subsidiaries	60
Section 5.10.	Covenant to Guarantee the Obligations; Covenant to Give Security	60
Section 5.11.	Information Regarding the Collateral	61
Section 5.12.	Maintenance of Insurance	61
ARTICLE VI NEGATIVE COVENANTS		61
Section 6.01.	Liens	62
Section 6.02.	Subsidiary Indebtedness	63
Section 6.03.	Sale and Leaseback Transactions	65
Section 6.04A.	Fundamental Changes	65
Section 6.04B.	Fundamental Changes	66
Section 6.05A.	Restrictive Agreements	66
Section 6.05B.	Restrictive Agreements	67
Section 6.06.	Leverage Ratio	67
Section 6.07.	Ratio of Consolidated EBITDA to Consolidated Interest Expense	68
Section 6.08.	Investments	68
Section 6.09A.	Share Repurchases	69
Section 6.09B.	Restricted Payments	69
Section 6.10.	Asset Sales	70
ARTICLE VII EVENTS OF DEFAULT		70
ARTICLE VIII THE AGENTS		73
ARTICLE IX [RESERVED]		78
ARTICLE X MISCELLANEOUS		78
Section 10.01.	Notices	78
Section 10.02.	Waivers; Amendments	79
Section 10.03.	Expenses; Indemnity; Damage Waiver	81
Section 10.04.	Successors and Assigns	82
Section 10.05.	Survival	85
Section 10.06.	Counterparts; Integration; Effectiveness	85
Section 10.07.	Severability	86
Section 10.08.	Right of Setoff	86

Section 10.09.	Governing Law; Jurisdiction; Consent to Service of Process	86
Section 10.10.	WAIVER OF JURY TRIAL	87
Section 10.11.	Headings	87
Section 10.12.	Confidentiality; Non-Public Information	87
Section 10.13.	Conversion of Currencies	88
Section 10.14.	Interest Rate Limitation	88
Section 10.15.	Patriot Act	88
Section 10.16.	No Fiduciary Relationship	89
Section 10.17.	Electronic Execution	89
Section 10.18.	Payments Set Aside	89
Section 10.19.	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	90
Section 10.20.	Acknowledgement Regarding Any Supported QFCs	90

Schedule 2.01	–	Commitments
Schedule 3.17(a)	–	Subsidiaries
Schedule 3.17(b)	–	Loan Parties
Schedule 3.18	–	Insurance
Schedule 6.01	–	Existing Liens
Schedule 6.02	–	Existing Subsidiary Indebtedness
Schedule 6.03	–	Existing Sale and Leaseback Transactions
Schedule 6.05	–	Restrictive Agreements

EXHIBITS:
Exhibit A	--	Form of Assignment and Assumption
Exhibit B	--	Form of Interest Election Request
Exhibit C	--	Form of Note
Exhibit D-1	--	Form of US Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Exhibit D-2	--	Form of US Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Exhibit D-3	--	Form of US Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
Exhibit D-4	--	Form of US Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
Exhibit E	--	Form of Guarantee Agreement
Exhibit F	--	Form of Security and Pledge Agreement
Exhibit G		Form of Secured Party Designation Notice

THIS TERM LOAN CREDIT AGREEMENT dated as of August 17, 2018, is by and among CDK GLOBAL, INC., a Delaware corporation, the LENDERS party hereto, and BANK OF AMERICA, N.A., as Administrative Agent.

The Borrower has requested that the Lenders extend credit in the form of Loans denominated in US Dollars in an aggregate principal amount of $600,000,000, available to the Borrower on the Closing Date.  The proceeds of the Loans are to be used for general corporate purposes.

The Lenders are willing to provide the Loans referred to in the preceding paragraph upon the terms and subject to the conditions set forth herein.  Accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

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

“3-Year Term Loan” has the meaning specified in Section 2.01(a).

“3-Year Term Loan Borrowing” means 3-Year Term Loans of the same Type made, converted or continued on the same date and, in the case of LIBOR Loans, as to which a single Interest Period is in effect.

“3-Year Term Loan Commitment” means, with respect to each 3-Year Term Loan Lender, the commitment of such 3-Year Term Loan Lender to make a 3-Year Term Loan hereunder on the Closing Date, expressed as an amount representing the principal amount of the 3-Year Term Loan to be made by such 3-Year Term Loan Lender hereunder.  The initial amount of each 3-Year Term Loan Lender’s 3-Year Term Loan Commitment is set forth on Schedule 2.01.  The aggregate amount of the 3-Year Term Loan Commitments of all 3-Year Term Loan Lenders on the Closing Date is $300,000,000.

“3-Year Term Loan Lender” means (a) on the Closing Date, any Lender that has a 3-Year Term Loan Commitment at such time, and (b) at any time thereafter, any Lender that holds a 3-Year Term Loan at such time.

“5-Year Term Loan” has the meaning specified in Section 2.01(b).

“5-Year Term Loan Borrowing” means 5-Year Term Loans of the same Type made, converted or continued on the same date and, in the case of LIBOR Loans, as to which a single Interest Period is in effect.

“5-Year Term Loan Commitment” means, with respect to each 5-Year Term Loan Lender, the commitment of such 5-Year Term Loan Lender to make a 5-Year Term Loan hereunder on the Closing Date, expressed as an amount representing the principal amount of the 5-Year Term Loan to be made by such 5-Year Term Loan Lender hereunder.  The initial amount of each 5-Year Term Loan Lender’s 5-Year Term Loan Commitment is set forth on Schedule 2.01.  The aggregate amount of the 5-Year Term Loan Commitments of all 5-Year Term Loan Lenders on the Closing Date is $300,000,000.

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

“Additional Obligations” means the due and punctual payment of (a) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (b) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Borrower and its Subsidiaries under Secured Cash Management Agreements and Secured Hedge Agreements; provided, that, the Additional Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor.

“Adjusted LIBO Rate” means, with respect to any LIBOR Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1.00%) equal to the LIBO Rate for such Interest Period multiplied by the Statutory Reserve Rate; provided, that, if the Adjusted LIBO Rate shall be less than 0.75%, such rate shall be deemed 0.75% for purposes of this Agreement.

“Administrative Agent” means Bank of America, in its capacity as administrative agent for the Lenders hereunder and under the other Loan Documents, or any successor appointed in accordance with Article VIII.  Unless the context requires otherwise, the term “Administrative Agent” shall include any Affiliate of Bank of America through which Bank of America shall determine to perform any of its obligations in such capacity hereunder in accordance with Article VIII.

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

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

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

“Agents” means, collectively, the Administrative Agent and the Collateral Agent, and “Agent” means any one of them.

“Agent Parties” has the meaning assigned to such term in Section 10.01(d).

“Agreement” means this Term Loan Credit Agreement, as amended from time to time in accordance with the terms hereof.

“Agreement Currency” has the meaning assigned to such term in Section 10.13(b).

  “Alternate Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Effective Rate plus 1/2 of 1% per annum, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Adjusted LIBO Rate plus 1% per annum; provided, that, if such rate shall be less than zero, such rate shall be deemed to be

zero for purposes of this Agreement.  The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans.  Those loans may be priced at, above, or below such announced prime rate.  Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.  For purposes of clause (c) above (subject, for the avoidance of doubt, to the proviso set forth in the definition of “Adjusted LIBO Rate”), the Adjusted LIBO Rate on any day shall be based on the rate per annum appearing on the applicable Bloomberg screen page displaying interest rates for US Dollar deposits in the London interbank market (or, in the event such rate does not appear on a page of the Bloomberg screen, on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to such day for deposits in US Dollars with a maturity of one month (without any rounding).  Any change in the Alternate Base Rate due to a change in Bank of America’s “prime rate”, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in Bank of America’s “prime rate”, the Federal Funds Effective Rate or the Adjusted LIBO Rate, as the case may be.

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

“Applicable Creditor” has the meaning assigned to such term in Section 10.13(b).

“Applicable Rate” means, for any day, (a) with respect to any LIBOR Loan that is a 3-Year Term Loan, the applicable rate per annum set forth below under the caption “3-Year Term Loan – LIBO Rate Spread,” (b) with respect to any ABR Loan that is a 3-Year Term Loan, the applicable rate per annum set forth below under the caption “3-Year Term Loan – ABR Spread,” (c) with respect to any LIBOR Loan that is a 5-Year Term Loan, the applicable rate per annum set forth below under the caption “5-Year Term Loan – LIBO Rate Spread,” and (d) with respect to any ABR Loan that is a 5-Year Term Loan, the applicable rate per annum set forth below under the caption “5-Year Term Loan – ABR Spread,” as applicable, based upon the Ratings of Moody’s, S&P and Fitch in effect on such day:

; provided, that, upon the earlier to occur of (x) the Covenant Relief End Date and (y) the Initial Collateral and Guarantee Requirement Satisfaction Date, the “Applicable Rate” shall be determined by reference to the below grid, instead of the grid immediately preceding this proviso:

For purposes of the foregoing, (i) if the Ratings assigned by Moody’s, S&P and Fitch shall fall within different categories, then the applicable category shall be (A) the category in which two of the Ratings shall fall or (B) if there is no such category, the category in which the intermediate Rating shall fall, (ii)(A) if Moody’s or S&P shall not have a Rating in effect (other than by reason of the circumstances referred to in the last sentence of this definition), such Rating Agency shall be deemed to have a Rating in Category 5 and (B) if Fitch shall not have a Rating in effect (other than by reason of the circumstances referred to in the last sentence of this definition), the applicable category shall be the category in which the higher of the Ratings of Moody’s and S&P shall fall unless such Ratings differ by more than one category, in which case the applicable category shall be that immediately below the category in which the higher of such Ratings falls, and (iii) if any Rating shall be changed (other than as a result of a change in the rating system of the applicable Rating Agency), such change shall be effective as of the date on which it is first publicly announced by the Rating Agency making such change.  Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change.  If the rating system of Moody’s, S&P or Fitch shall change, or if any such Rating Agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Required Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of a Rating from such Rating Agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the Rating most recently in effect prior to such change or cessation.

“Arrangers” means, collectively, BofA Securities, Inc., JPMorgan Chase Bank, N.A., U.S. Bank National Association, MUFG Bank, Ltd. and Wells Fargo Securities, LLC, in their capacities as joint lead arrangers and joint bookrunners for the credit facilities established hereby.

“Asset Sale” means the non-ordinary course sale (including any transaction that has the economic effect of a sale), transfer or other disposition (by way of merger or otherwise, including sales in connection with a Sale and Leaseback transaction (but excluding any disposition as a result of any condemnation or casualty in respect of property)) by the Borrower or any Subsidiary, of (a) any Equity Interests of any Subsidiary or (b) any other assets of the Borrower or any Subsidiary (other than inventory, licenses and sublicenses granted in the ordinary course of business, obsolete or worn out assets, scrap, cash equivalents, and marketable securities, in each case disposed of in the ordinary course of business and the unwinding of any Hedging Agreement), except: (i) Sale and Leaseback Transactions permitted by Section 6.03, (ii) any sale, transfer, license, lease or other disposition of property to the Borrower or any of its Subsidiaries; provided, that, if the transferor of such property is a Loan Party, (x) the transferee thereof must be a Loan Party or (y) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 6.08, (iii) the sale or discount of accounts receivable arising in the ordinary course of business, but only in connection with the collection or compromise thereof, (iv) the surrender or waiver of contractual rights or the settlement, release or surrender of contract or tort claims, in each case, in the ordinary course

of business and (v) (A) the grant of a Lien permitted by Section 6.01, (B) any sale, transfer, lease or other disposition (including by way of merger) permitted by Section 6.04B(a), (C) Investments permitted by Section 6.08 and (D) Restricted Payments permitted by Section 6.09B, in each case with respect to this clause (v), other than by reference to Section 6.10 or this definition (or any clause hereof or thereof).

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any Person whose consent is required by Section 10.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent and the Borrower.

“Attributable Debt” means, with respect to any Sale and Leaseback Transaction, the present value (discounted at the rate set forth or implicit in the terms of the lease included in such Sale and Leaseback Transaction) of the total obligations of the lessee for rental payments (other than amounts required to be paid on account of taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items that do not constitute payments for property rights) during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended).  In the case of any lease which is terminable by the lessee upon payment of a penalty, the Attributable Debt shall be the lesser of the Attributable Debt determined assuming termination upon the first date such lease may be terminated (in which case the Attributable Debt shall also include the amount of the penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated) or the Attributable Debt determined assuming no such termination.

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

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank of America” means Bank of America, N.A.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Board of Directors” means the Board of Directors of the Borrower.

“Borrower” means CDK Global, Inc., a Delaware corporation.

“Borrower Materials” has the meaning assigned to such term in Section 5.01.

“Borrowing” means a 3-Year Term Loan Borrowing or a 5-Year Term Loan Borrowing, as the context may require.

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

“Capital Lease Obligations” of any Person means 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 the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Management Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

“Cash Management Bank” means any Person, in its capacity as a party to a Cash Management Agreement, that (a) at the time it enters into a Cash Management Agreement with a Loan Party or a Subsidiary, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Cash Management Agreement with a Loan Party or a Subsidiary, in each case in its capacity as a party to such Cash Management Agreement (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender); provided, that, for any of the foregoing to be included as a “Secured Cash Management Agreement” on any date of determination by the Administrative Agent, the applicable Cash Management Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent prior to such date of determination.

“CFC” means (a) each Person that is a “controlled foreign corporation” for purposes of the Code and (b) each subsidiary of any such Person.

“CFC Holding Company” means each Domestic Subsidiary that has no material assets other than the Equity Interests of one or more (a) CFCs or (b) Persons described in this definition.

“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the Closing Date) of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower or (b) occupation of a majority of the seats (other than vacant seats) on the Board of Directors by Persons who were not (i) directors of the Borrower on the Closing Date or (ii) nominated or appointed, or approved prior to their election, by the Board of Directors.

“Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption of any rule, regulation, treaty or other law, (b) any change in any rule, regulation, treaty or other law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) of any Governmental Authority; provided, that, notwithstanding anything herein to the contrary, no act, event or circumstance referred to in clause (a), (b) or (c) of this definition shall be deemed to have occurred prior to the Closing Date as a result of the applicable law, rule, regulation, interpretation, application, request, guideline or directive having been adopted, made or issued under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or Basel III as promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities.

“Charges” has the meaning assigned to such term in Section 10.14.

“Closing Date” means August 17, 2018.

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

“Collateral” means a collective reference to all personal property with respect to which Liens in favor of the Collateral Agent are purported to be granted pursuant to and in accordance with the terms of the Collateral Documents; provided, that, “Collateral” shall not include any Excluded Property.

“Collateral Agent” means Bank of America, in its capacity as collateral agent for the Lenders, the “Lenders” under and as defined in the Revolving Credit Agreement and the holders of any Senior Notes Indenture Secured Obligations, or any successor appointed in accordance with Article VIII.  Unless the context requires otherwise, the term “Collateral Agent” shall include any Affiliate of Bank of America through which Bank of America shall determine to perform any of its obligations in such capacity in accordance with Article VIII.

“Collateral and Guarantee Period” means the period commencing upon the occurrence of any Collateral and Guarantee Trigger Event and ending on the date upon which the Commitments have expired or terminated and the principal of and interest on each Loan and all fees and other amounts payable hereunder have been paid in full.

“Collateral and Guarantee Requirement” means, at any time during the Collateral and Guarantee Period, the requirement that:

(a)          the Administrative Agent shall have received from the Borrower and each Designated Subsidiary (i) either (A) a counterpart of the Guarantee Agreement duly executed and delivered on behalf of such Person or (B) in the case of any Person that becomes a Subsidiary after the Initial Collateral and Guarantee Requirement Satisfaction Date (it being understood that any Subsidiary ceasing to be an Excluded Subsidiary but remaining a Subsidiary shall be deemed to be such Subsidiary becoming a Subsidiary for purposes hereof), a supplement to the Guarantee Agreement, in the form specified therein, duly executed and delivered on behalf of such Person, (ii) either (A) a counterpart of the Security and Pledge Agreement duly executed and delivered on behalf of such Person or (B) in the case of any Person that becomes a Subsidiary after the Initial Collateral and Guarantee Requirement Satisfaction Date (it being understood that any Subsidiary ceasing to be an Excluded Subsidiary but remaining a Subsidiary shall be deemed to be such Subsidiary becoming a Subsidiary for purposes hereof), a supplement to the Security and Pledge Agreement, in the form specified therein, duly executed and delivered on behalf of such Person, (iii) either (A) a counterpart of the Pari Passu Intercreditor Agreement duly executed and delivered

on behalf of such Person or (B) in the case of any Person that becomes a Subsidiary after the Initial Collateral and Guarantee Requirement Satisfaction Date (it being understood that any Subsidiary ceasing to be an Excluded Subsidiary but remaining a Subsidiary shall be deemed to be such Subsidiary becoming a Subsidiary for purposes hereof), a supplement to the Pari Passu Intercreditor Agreement, in the form specified therein, duly executed and delivered on behalf of such Person, (iv) if such Person owns registrations of or applications for United States Patents, Trademarks or Copyrights that constitute Collateral, a counterpart of any applicable IP Security Agreement duly executed and delivered on behalf of such Person, and (v) such organization documents, resolutions and favorable opinions of counsel as the Administrative Agent shall require with respect to the Borrower or such Designated Subsidiary, as the case may be, all in form, content and scope reasonably satisfactory to the Administrative Agent;

(b)          all Equity Interests held directly by the Borrower or any other Loan Party shall have been pledged pursuant to the Security and Pledge Agreement (provided, that, the Loan Parties shall not be required to pledge more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company), and the Collateral Agent shall, to the extent required by the Security and Pledge Agreement, have received certificates or other instruments representing all such Equity Interests in any Subsidiary, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank; and

(c)          all documents and instruments, including UCC financing statements, required by applicable law to be filed, registered or recorded to create the Liens intended to be created by the Collateral Documents and to perfect such Liens to the extent required by, and with the priority required by, the Collateral Documents, shall have been filed, registered or recorded or delivered to the Agents for filing, registration or recording.

The foregoing definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of legal opinions or other deliverables with respect to, particular assets of the Loan Parties, or the provision of Guarantees by any Subsidiary, if and for so long as the Administrative Agent and the Borrower reasonably agree that the cost (including any adverse tax consequences), burden, difficulty or consequence of creating or perfecting such pledges or security interests in such assets, or obtaining such legal opinions or other deliverables in respect of such assets, or providing such Guarantees, shall be excessive in view of the benefits to be obtained by the Lenders therefrom.

The Administrative Agent may grant extensions of time for the creation and perfection of security interests in, or the obtaining of legal opinions or other deliverables with respect to, particular assets or the provision of any Guarantee by any Subsidiary where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Collateral Documents.

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary:

(i)          Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in the Collateral Documents and, to the extent appropriate in the applicable jurisdiction, as agreed between the Agents and the Borrower;

(ii)          the Collateral and Guarantee Requirement shall not apply to any of the following assets (collectively, the “Excluded Property”; each capitalized term used in this clause (ii) and clause (iii) below but not defined in this Agreement having the meaning

given to it in the Security and Pledge Agreement or the Guarantee Agreement, as the case may be): (A) any asset (including any governmental licenses, state or local franchises, charters, authorizations or Equity Interests in any partnership, joint venture or Subsidiary that is not a wholly-owned Subsidiary) to the extent that the pledge of or grant of a security interest in such asset (1) is prohibited or restricted by applicable law, (2) requires a consent not obtained from any Governmental Authority pursuant to applicable law, (3) in the case of any Equity Interests in any partnership, joint venture or Subsidiary that is not a wholly-owned Subsidiary or any other Investment Property, is prohibited by any organizational or governance documents of any partnership, joint venture or Subsidiary that is not a wholly-owned Subsidiary or by any applicable shareholder or any similar agreement or (4) in the case of any assets acquired by the Borrower or any Subsidiary after the Initial Collateral and Guarantee Requirement Satisfaction Date, or any assets of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged, amalgamated or consolidated with or into the Borrower or a Subsidiary) after the Initial Collateral and Guarantee Requirement Satisfaction Date, is prohibited by, constitutes a breach or default under, results in the termination of, gives rise to a right on the part of any party thereto (other than the Borrower or any Subsidiary) to terminate or materially modify or requires any consent of any party thereto (other than the Borrower or any Subsidiary) under, in the case of this clause (4), any contract, license, agreement, instrument or other document that was in effect at the time of such acquisition or such Person becoming a Subsidiary (or such merger, amalgamation or consolidation) and was not entered into in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary (or such merger, amalgamation or consolidation) or the requirements of the Loan Documents, except, in each case under this clause (A), to the extent that such law or the term in such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or right of termination or modification or requiring such consent is ineffective under the UCC or other applicable law or principles of equity, (B) any asset owned at the Initial Collateral and Guarantee Requirement Satisfaction Date, or thereafter acquired, by any Loan Party that is subject to a Lien securing a purchase money, project financing or finance lease obligation or a Capital Lease Obligation if (1) the contract or other agreement under which such Lien is granted (or the documentation providing for such obligation) prohibits the creation of any other Lien on such property or (2) a grant of any other Lien on such property would otherwise be prohibited by, constitute a breach or default under, result in the termination of, give rise to a right on the part of any party thereto (other than the Borrower or any Subsidiary) to terminate or materially modify or requires any consent of any party thereto (other than the Borrower or any Subsidiary) under, such contract or agreement, in each case to the extent both such Lien and such obligation secured thereby are permitted under the Loan Documents, (C) any trucks, trailers, tractors, service vehicles, automobiles, rolling stock or other registered mobile equipment or equipment covered by certificates of title or ownership, (D) Deposit Accounts and Securities Accounts (and cash and other assets maintained or credited therein) (1) exclusively used for payroll, payroll taxes and other employee wage and benefit payments, (2) exclusively used for taxes required by applicable law to be collected, remitted or withheld, (3) exclusively used for funds held in trust, or (4) containing an aggregate balance, for all such accounts taken together, of less than $10,000,000, (E) any intellectual property, lease, license or other agreement to the extent that a grant of a security interest therein is prohibited by, constitutes a breach or default under, results in the termination of, gives rise to a right on the part of any party thereto (other than the Borrower or any Subsidiary) to terminate or materially modify or requires any consent of any party thereto (other than the Borrower or any Subsidiary) under, such intellectual property, lease, license or other agreement, except to the extent that the term in such intellectual property, lease, license or other agreement

providing for such prohibition, breach, default or right of termination or modification or requiring such consent is ineffective under the UCC or other applicable law or principles of equity, other than Proceeds thereof, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition, (F) any fee-owned real property, (G) any leasehold interests in real property, (H) any intent-to-use trademark application or intent-to-use service mark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent that the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application or intent-to-use service mark application under applicable Federal law; (I) Equity Interests in any special purpose Subsidiary (including, for the avoidance of doubt, any Special Purpose Securitization Subsidiaries), any not-for-profit Subsidiary or any captive insurance Subsidiary, (J) voting Equity Interests in any CFC or CFC Holding Company in excess of 65% of the voting Equity Interests in such CFC or CFC Holding Company, (K) Margin Stock (within the meaning of Regulation U of the Board), (L) any asset as to which the Borrower reasonably determines that creating or perfecting a pledge or security interest therein would result in material adverse tax consequences to the Borrower or any Subsidiary, (M) any asset as to which the Collateral Agent and the Borrower agree in writing that the cost of creating or perfecting a pledge or security interest therein is excessive in view of the benefits to be obtained by the Lenders therefrom, (N) Letter of Credit Rights (except to the extent constituting supporting obligations such that a Lien thereon may be perfected by filing of a financing statement under the UCC with respect to the applicable Loan Party) and (O) any Commercial Tort Claim as to which the applicable Loan Party has determined that it reasonably expects to recover less than $5,000,000; in each case other than any Proceeds, substitutions or replacements of the foregoing (unless such Proceeds, substitutions or replacements would constitute assets described in clauses (A) through (O) hereof);

(iii)        no deposit account control agreement, securities account control agreement or other control agreements, or (except with respect to Equity Interests represented or evidenced by certificates or instruments to the extent required by clause (b) above) other perfection by “control” shall be required with respect to any Collateral (including Letter of Credit Rights, Chattel Paper, Deposit Accounts, Securities Accounts and Commodity Accounts and intercompany Indebtedness);

(iv)         subject to clause (iii) above, except to the extent that perfection and priority may be achieved (x) by the filing of a financing statement under the UCC with respect to the applicable Loan Party, or (y) with respect to Equity Interests, by the delivery of certificates or instruments representing or evidencing such Equity Interests along with appropriate undated instruments of transfer executed in blank, no Loan Party shall be required to take any action with respect to, and the Loan Documents shall not contain any requirements as to, perfection or priority with respect to any assets or property described in clause (b) above;

(v)          no Loan Party shall be required to obtain any collateral access agreements, warehouse agreements, estoppel, bailee acknowledgments or any similar agreements;

(vii)          no actions in any jurisdiction outside of the United States or that are necessary to comply with the laws of any jurisdiction outside of the United States shall be required (it being understood that there shall be no security agreements, pledge agreements or share charge agreements governed under the laws of any jurisdiction outside of the United States).

“Collateral and Guarantee Trigger Event” means the occurrence of any one or more of the following during the period commencing on the First Amendment Effective Date and ending on the Covenant Relief End Date: (a) the Ratings Collateral and Guarantee Trigger Event shall occur or (b) the Leverage Ratio, as of the end of any period of four consecutive fiscal quarters of the Borrower, as set forth in a certificate of a Financial Officer of the Borrower delivered to the Administrative Agent pursuant to Section 5.01(c), shall be greater than 4.25 to 1.00 (it being understood that if any such certificate is not delivered when due in accordance with Section 5.01(c), then, the “Collateral and Guarantee Trigger Event” shall be deemed to have occurred as of the date such certificate was required to have been delivered, if the Administrative Agent (in consultation with the Required Lenders) determines that the Leverage Ratio, as of the end of the applicable period of four consecutive fiscal quarters of the Borrower was greater than 4.25 to 1.00 and notifies the Borrower of such determination in writing).

“Collateral Documents” means, collectively, the Guarantee Agreement, the Security and Pledge Agreement, the IP Security Agreements and each of the guaranty agreements, security agreements, pledge agreements (in each case, together with any supplements or joinders with respect thereto) or other similar agreements delivered to the Administrative Agent and/or the Collateral Agent pursuant to Section 5.10 and/or to satisfy the Collateral and Guarantee Requirement and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent.

 “Commitment” means a 3-Year Term Loan Commitment or a 5-Year Term Loan Commitment, as the context may require.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

 “Communication” has the meaning assigned to such term in Section 10.17.

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

“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period, plus

(a)          without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of:

(i)          consolidated interest expense for such period (including imputed interest expense in respect of Capital Lease Obligations and Securitization Transactions),

(ii)          consolidated income tax expense for such period,

(iii)          all amounts attributable to depreciation for such period and amortization of intangible assets for such period,

(iv)          any other non-recurring noncash charges for such period (including noncash compensation expense, but excluding any additions to bad debt reserves or bad debt expense and any noncash charge that results from the write-down or write-off of

inventory or accounts receivable or that is in respect of any item that was included in Consolidated Net Income in a prior period),

(v)          any losses for such period attributable to early extinguishment of Indebtedness or obligations under any Hedging Agreement,

(vi)          any unrealized losses for such period attributable to the application of “mark to market” accounting in respect of Hedging Agreements,

(vii)          the cumulative effect for such period of a change in accounting principles,

(viii)          any expenses or charges (other than depreciation or amortization expense as described in the preceding clause (iii)) related to the carrying out of any issuance of Equity Interests, acquisition, disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof), including (x) such fees, expenses or charges related to this Agreement and the Revolving Credit Agreement, and (y) any amendment or other modification of the Obligations or other Indebtedness, in an aggregate amount during any period of four consecutive fiscal quarters not to exceed $5,000,000,

(ix)          any (A) restructuring expenses attributable to the Borrower’s international businesses for such period, (B) “restructuring expenses” and “other business transformation expenses” (if incurred prior to June 30, 2020) attributable to the “Business Transformation Plan” (as each such term is used in the Borrower’s annual report on Form 10-K for the fiscal year ended June 30 2016 and its quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2016), or (C) “business process modernization expenses” for such period attributable to the “Business Process Modernization Program” (as each such term is used in the Borrower’s annual report on Form 10-K for the fiscal year ended June 30, 2019), in each case, for such period; provided, that, (A) such expenses shall have been determined in a manner consistent with the Borrower’s practices prior to the First Amendment Effective Date and reflected as such in the Borrower’s annual or quarterly reports filed with the SEC, and (B) from and after the First Amendment Effective Date, the aggregate amount added back to Consolidated EBITDA pursuant to this clause (a)(ix) plus the aggregate amount added back to Consolidated EBITDA pursuant to clause (a)(x) below plus the aggregate amount of cash payments which the Borrower chooses not to subtract in computing Consolidated EBITDA pursuant to the proviso at the end of this clause (a), shall not exceed $100,000,000 (or, solely with respect to the period of four consecutive fiscal quarters ending June 30, 2020, $125,000,000) in any period of four consecutive fiscal quarters,

(x)          legal and regulatory expenses including “ongoing expenses” (including, without limitation, settlement expenses and charges), in each case, for such period related to the matters identified under the heading “Competition Matters” in Note 11 of the Borrower’s financial statements included with the Borrower’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2018; provided, that, (A) such expenses shall have been determined in a manner consistent with the Borrower’s practices prior to the First Amendment Effective Date and reflected as such in the Borrower’s annual or quarterly reports filed with the SEC, and (B) from and after the First Amendment Effective Date, the aggregate amount added back to Consolidated EBITDA  pursuant to this clause (a)(x), plus the aggregate amount added back to Consolidated EBITDA pursuant to clause (a)(ix) above plus the aggregate amount of cash payments which the Borrower chooses not to

subtract in computing Consolidated EBITDA pursuant to the proviso at the end of this clause (a), shall not exceed $100,000,000 (or, solely with respect to the period of four consecutive fiscal quarters ending June 30, 2020, $125,000,000) in any period of four consecutive fiscal quarters, and

(xi)          one-time, non-recurring integration, restructuring and litigation costs and expenses in connection with the ELEAD1ONE Acquisition in an aggregate amount during the term of this Agreement not to exceed $75,000,000;

provided, that, any cash payment made with respect to any noncash item added back in computing Consolidated EBITDA for any prior period pursuant to this clause (a) (or that would have been added back had this Agreement been in effect during such prior period) shall be subtracted in computing Consolidated EBITDA for the period in which such cash payment is made; provided, further, that, in the case of any cash payments made with respect to legal expenses for the fiscal quarter ended June 30, 2019 that were added back to Consolidated EBITDA in a prior period as a noncash item pursuant to clause (a)(iv) above (and without duplication of any add-backs set forth in clause (a) above), the Borrower may, instead of subtracting such cash payments in computing Consolidated EBITDA for the period in which such cash payment is made, choose to not subtract such cash payments, so long as the aggregate amount of such cash payments which the Borrower chooses not to subtract in computing Consolidated EBITDA plus the aggregate amount added back to Consolidated EBITDA pursuant to clause (a)(ix) above plus the aggregate amount added back to Consolidated EBITDA pursuant to clause (a)(x) above, shall not exceed $100,000,000 (or, solely with respect to the period of four consecutive fiscal quarters ending June 30, 2020, $125,000,000) in any period of four consecutive fiscal quarters; and minus

(b)          without duplication and to the extent included in determining such Consolidated Net Income, the sum of:

(i)          any non-recurring noncash items of income for such period (excluding any noncash items of income (A) in respect of which cash was received in a prior period or will be received in a future period or (B) that represents the reversal of any accrual made in a prior period for anticipated cash charges, but only to the extent such accrual reduced Consolidated EBITDA for such prior period),

(ii)          any gains for such period attributable to the early extinguishment of Indebtedness or obligations under any Hedging Agreement,

(iii)          any unrealized gains for such period attributable to the application of “mark to market” accounting in respect of Hedging Agreements, and

(iv)          the cumulative effect for such period of a change in accounting principles;

provided, further, that, Consolidated EBITDA shall be calculated so as to exclude the effect of any gain or loss that represents after-tax gains or losses attributable to any sale, transfer or other disposition, or any exclusive license, of assets by the Borrower or any of its consolidated Subsidiaries, other than dispositions of inventory and other dispositions and licenses in the ordinary course of business.  All amounts added back in computing Consolidated EBITDA for any period pursuant to clause (a) above, and all amounts subtracted in computing Consolidated EBITDA pursuant to clause (b) above, to the extent such amounts are, in the reasonable judgment of a Financial Officer of the Borrower, attributable to any Subsidiary that is not wholly owned by the Borrower, shall be reduced by the portion thereof that is attributable to the non-controlling interest in such Subsidiary.  For purposes of calculating Consolidated EBITDA for any period, if during

such period the Borrower or any Subsidiary shall have consummated a Material Acquisition or a Material Disposition, Consolidated EBITDA for such period shall be calculated after giving pro forma effect thereto in accordance with generally accepted financial practice as if such Material Acquisition or such Material Disposition had occurred on the first day of such period.

“Consolidated Interest Expense” means, for any period, the interest expense (including imputed interest expense in respect of Capital Lease Obligations and Securitization Transactions) of the Borrower and the Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.  For purposes of calculating Consolidated Interest Expense for any period, if during such period the Borrower or any Subsidiary shall have consummated a Material Acquisition or a Material Disposition, Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto in accordance with generally accepted financial practice as if such Material Acquisition or such Material Disposition had occurred on the first day of such period.

“Consolidated Net Income” means, for any period, the net income or loss of the Borrower and its consolidated Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided, that, there shall be excluded (a) the income of any Person (other than the Borrower) that is not a consolidated Subsidiary except to the extent of the amount of cash dividends or similar cash distributions actually paid by such Person to the Borrower or, subject to clause (b) below, any other consolidated Subsidiary during such period and (b) the income or loss of, and any amounts referred to in clause (a) above paid to, any consolidated Subsidiary that is not wholly owned by the Borrower to the extent such income or loss or such amounts are attributable to the non-controlling interest in such consolidated Subsidiary.

“Consolidated Net Tangible Assets” means, at any date, (a) total assets of the Borrower and the Subsidiaries determined on a consolidated basis in accordance with GAAP minus (b) the sum of (i) current liabilities of the Borrower and the Subsidiaries and (ii) goodwill and other intangible assets of the Borrower and the Subsidiaries, in each case determined on a consolidated basis in accordance with GAAP, all as reflected in the consolidated financial statements of the Borrower most recently delivered to the Administrative Agent and the Lenders pursuant to Section 5.01(a) or 5.01(b) (or, prior to the first delivery of such financial statements, the most recent consolidated financial statements of the Borrower referred to in Section 3.04(a)).  For purposes of this definition, the amount of assets and liabilities of any Subsidiary that is not wholly owned by the Borrower shall be included or deducted, as the case may be, only to the extent of the proportional equity interest directly or indirectly owned by the Borrower in such Subsidiary; provided, that, in the case of any such liabilities, to the extent such liabilities are recourse to the Borrower or any other Subsidiary, the full amount of such liabilities that are so recourse shall be deducted for purposes of this definition.

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

“Covenant Relief End Date” means the first (1^st) date occurring on or after the Covenant Relief Financial Deliveries Date on which the following conditions shall have been satisfied: (a) no Default or Event of Default shall have occurred and be continuing as of such date and (b) the Administrative Agent shall have received a certificate of a Financial Officer of the Borrower required by Section 5.01(c) demonstrating that (i) the Leverage Ratio, as of the end of the period of four consecutive fiscal quarters of the Borrower most recently ended on or prior to such date shall not be greater than 3.75 to 1.00 and (ii) the Borrower was in compliance with Sections 6.06 and 6.07 as of the end of the period of four consecutive fiscal quarters of the Borrower most recently ended on or prior to such date.

“Covenant Relief Financial Deliveries Date” means the date upon which the Borrower shall have delivered to the Administrative Agent (a) the financial statements required by Section 5.01 for the period of four consecutive fiscal quarters of the Borrower ending December 31, 2021 and (b) the related certificate of a Financial Officer of the Borrower required by Section 5.01(c) for such period of four consecutive fiscal quarters of the Borrower.

“Covered Entity” means any of the following, (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning assigned to such term in Section 10.20.

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

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Designated Non-Cash Consideration” means non-cash consideration received by the Borrower or any Subsidiary in connection with a Qualifying Asset Sale that is designated as “Designated Non-Cash Consideration” on the date received pursuant to a certificate of a Financial Officer of the Borrower setting forth the basis of the fair market value of such non-cash consideration.

“Designated Subsidiary” means any Subsidiary that is not an Excluded Subsidiary.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.

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

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

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

“ELEAD1ONE Acquisition” means the acquisition by CDK Global, LLC, a Delaware limited liability company and subsidiary of the Borrower (“CDK Global”), of one hundred percent (100%) of the Equity Interests of Data Software Services, LLC (d/b/a Elead1ONE), a Georgia limited liability company (“DSS”), and certain of its Affiliates, pursuant to that certain Equity Purchase Agreement, dated as of June 28, 2018, by and among CDK Global, HJH Management Company, LLC, a Georgia limited liability company, Fresh Beginnings, a Georgia corporation (“Fresh Beginnings”), DSS, DSS Holdco, Inc., a Delaware corporation, Fresh Beginnings Holdco, Inc., a Delaware corporation, Judith S. Hathcock, an individual, in her capacity as the Representative (as defined therein) and the sole owner of DSS and Fresh

Beginnings, Hugh Hathcock, an individual (solely for the purposes set forth therein), Hope Hathcock, an individual, Hailee Hathcock, an individual, and Heather Hathcock, an individual.

“Electronic Copy” has the meaning assigned to such term in Section 10.17.

“Electronic Record” has the meaning assigned to such term in Section 10.17.

“Electronic Signature” has the meaning assigned to such term in Section 10.17.

“Eligible Assets” means long-term assets (including Equity Interests of a Person owning such assets) that are used or useful in the same line of business as the Borrower and its Subsidiaries were engaged in on the Closing Date (or any business reasonably related, incidental or ancillary thereto).

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) a Related Fund and (d) any other Person approved by the Administrative Agent and the Borrower (such approval not to be unreasonably withheld); provided, that, (i) the Borrower’s approval shall not be required during the existence and continuation of an Event of Default and (ii) neither any individual (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit, of any individual), nor the Borrower or any Affiliate of the Borrower, shall qualify as an Eligible Assignee.

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

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

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

 “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the thirty (30) day notice period is waived); (b) any failure by any Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, in each case whether or not

waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA, or in endangered or critical status, within the meaning of Section 305 of ERISA; or (h) a determination that any Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code).

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

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

“Exchange Act” means the United States Securities Exchange Act of 1934.

“Excluded Property” has the meaning assigned to such term in the definition of “Collateral and Guarantee Requirement”.

“Excluded Subsidiary” means any Subsidiary that is (a) an Immaterial Subsidiary, (b) a Subsidiary that is prohibited by applicable law from guaranteeing the Obligations, (c) a Person that is prohibited by any contractual obligation, or the guarantee of the Obligations by which would require any approval or consent of any Person (other than the Borrower or any Subsidiary) that has not been received, in each case which prohibition or requirement is in existence at the time such Person becomes a Subsidiary (so long as such prohibition or requirement is not created in contemplation of or in connection with such Person becoming a Subsidiary), (d) a CFC, (e) a CFC Holding Company, (f) a Subsidiary that the Borrower reasonably determines that the provision of a Guarantee thereby would result in material adverse tax consequences to the Borrower or any Subsidiary, (g) a special purpose entity (including, for the avoidance of doubt, any Special Purpose Securitization Subsidiaries), (h) a not-for-profit Subsidiary, (i) a captive insurance company, (j) a non-wholly owned Subsidiary that is prohibited by any organizational or governance documents or by any applicable shareholder or any similar agreement from guaranteeing the Obligations or (k) a Subsidiary that the Borrower and the Administrative Agent have agreed to exclude from becoming a Loan Party pursuant to the provisions set forth in the definition of “Collateral and Guarantee Requirement”.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guaranty of such Guarantor of, or the grant by such Guarantor of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 2.02 of the Guarantee Agreement and any other “keepwell, support or other agreement” for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the guaranty of such Guarantor, or grant by such Guarantor of a Lien, becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a Master Agreement governing more than one Hedging Agreement, such exclusion shall apply only to the

portion of such Swap Obligation that is attributable to Hedging Agreements for which such guaranty or Lien is or becomes excluded in accordance with the first sentence of this definition.

“Excluded Taxes” means, with respect to any Agent, any Lender or any other recipient of any payment to be made by or on account of any Obligation hereunder, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case (i) imposed by the jurisdiction under which such recipient is organized or in which its principal office or any lending office from which it makes Loans hereunder is located, or (ii) that are Other Connection Taxes, (b) in the case of a Lender, any U.S. Federal withholding Tax that is imposed on payments by the Borrower to such Lender pursuant to a law in effect on the date such Lender becomes a party to this Agreement (or designates a new lending office) (other than pursuant to an assignment request by the Borrower under Section 2.18(b)), (c) any withholding Taxes imposed by the United States pursuant to FATCA, and (d) any withholding Tax that is attributable to such Lender’s failure to comply with Section 2.16(f), except, in the case of clause (b) above, to the extent that (i) such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts with respect to such withholding Tax pursuant to Section 2.16 or (ii) such withholding Tax shall have resulted from the making of any payment to a location other than the office designated by the Administrative Agent or such Lender for the receipt of payments of the applicable type.

“Existing Credit Agreements” means, collectively, (a) that certain credit agreement, dated as of September 16, 2014, among the Borrower, certain Subsidiaries from time to time party thereto, as borrowing subsidiaries, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, (b) that certain credit agreement, dated as of December 14, 2015, among the Borrower, the lenders from time to time party thereto, and Bank of America, as administrative agent, and (c) that certain credit agreement, dated as of December 9, 2016, among the Borrower, the lenders from time to time party thereto, and Bank of America, as administrative agent.

“FATCA” means Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations promulgated thereunder or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1.00%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System, 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 (rounded upwards, if necessary, to the next 1/100 of 1.00%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it; provided, that, if such rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Financial Officer” means, with respect to any Person, the chief financial officer, principal accounting officer, treasurer, controller or equivalent of such Person and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the Borrower so designated by any of the foregoing officers of the Borrower in a notice to the Administrative Agent or any other officer or employee of the Borrower designated in or pursuant to an agreement between the Borrower and the Administrative Agent.

“Fitch” means Fitch, Inc., and any successor to its rating agency business.

“Foreign Lender” means any Lender that is not a United States person within the meaning of Section 7701(a)(30) of the Code.

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

“GAAP” means generally accepted accounting principles in the United States, applied on a consistent basis and subject to Section 1.04.

“Governmental Authority” means any nation or government, any federal, state, local or other political subdivision thereof and any entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government (including, without limitation, the Bank for International Settlements and the Basel Committee on Banking Supervision or any successor or similar authority to either of the foregoing).

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that, the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Guarantee Agreement” means the guarantee agreement substantially in the form of Exhibit E (with such adjustments thereto or in such other form as may otherwise be reasonably satisfactory to the Administrative Agent), to be dated on or about the Initial Collateral and Guarantee Requirement Satisfaction Date, executed in favor of the Administrative Agent by each Loan Party.

“Guarantor” means (a) each Subsidiary that is a party to the Guarantee Agreement, including each Subsidiary that may from time to time become a party thereto pursuant to Section 5.09 or Section 5.10, (b) with respect to (i) Additional Obligations owing by any Subsidiary, and (ii) any Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 2.01 and 2.02 of the Guarantee Agreement) under the Guarantee Agreement, the Borrower, and (c) the successors and permitted assigns of the foregoing.

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

“Hedge Bank” means any Person in its capacity as a party to a Hedging Agreement that, (a) at the time it enters into a Hedging Agreement not prohibited by this Agreement with a Loan Party or a Subsidiary, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Hedging Agreement not prohibited by this Agreement with a Loan Party or a Subsidiary, in each case, in its capacity as a party to such Hedging Agreement; provided, that, in the case of a Secured Hedge

Agreement with a Person who is no longer a Lender (or an Affiliate of a Lender), such Person shall be considered a Hedge Bank only through the stated termination date (without extension or renewal) of such Secured Hedge Agreement; provided, further, that, for any of the foregoing to be included as a “Secured Hedge Agreement” on any date of determination by the Administrative Agent, the applicable Hedge Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent prior to such date of determination.

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

“Immaterial Subsidiary” means, as of any date, any Subsidiary that is not a Material Subsidiary at such date.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person (limited to the value of the property securing such Indebtedness if such Indebtedness has not been assumed), (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and (k) all Securitization Attributable Indebtedness of such Person.  The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) Other Taxes.

“Indemnitee” has the meaning assigned to such term in Section 10.03(b).

“Index Debt” means senior, unsecured, long-term Indebtedness for borrowed money of the Borrower that is not guaranteed by any other Person or subject to any other credit enhancement.

“Initial Collateral and Guarantee Requirement” means the requirement that, after the occurrence of any Collateral and Guarantee Trigger Event, (a)(i) the Borrower shall have satisfied the Collateral and Guarantee Requirement and (ii) Designated Subsidiaries that (together with the Borrower) (A) generated at least sixty percent (60%) of total consolidated revenues of the Borrower and its Subsidiaries for the period of four consecutive fiscal quarters of the Borrower most recently ended on or prior to the Initial Collateral and Guarantee Requirement Satisfaction Date for which financial statements have been delivered pursuant to Section 5.01 and (B) have total consolidated assets of at least sixty percent (60%) of total consolidated assets of the Borrower and its Subsidiaries as of the Initial Collateral and Guarantee Requirement Satisfaction Date, in each case, shall have satisfied the Collateral and Guarantee Requirement, (b) the Loan Parties (in the aggregate) shall have granted valid and perfected security interests (prior to all Liens on such

 assets, except for Liens (i) permitted by this Agreement which may have priority over the Liens of the Collateral Agent on such assets by operation of law (including the priority rules under the UCC) or (ii) which are otherwise permitted pursuant to Section 6.01 of this Agreement) to the Collateral Agent in assets constituting at least sixty percent (60%) of total consolidated assets of the Borrower and its Subsidiaries as of the Initial Collateral and Guarantee Requirement Satisfaction Date, (c) the Administrative Agent shall have received a certificate, dated as of the Initial Collateral and Guarantee Requirement Satisfaction Date and signed by the President, a Vice President or a Financial Officer of the Borrower, (i) certifying that the Loan Parties have satisfied the requirements set forth in clauses (a) and (b) of this definition as of the Initial Collateral and Guarantee Requirement Satisfaction Date, (ii) confirming that, after the satisfaction of the conditions set forth in clauses (a) and (b) of this definition, the representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents are true and correct (A) in the case of representations and warranties qualified as to materiality, in all respects, and (B) otherwise, in all material respects, in each case on and as of the Initial Collateral and Guarantee Requirement Satisfaction Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct (1) in the case of representations and warranties qualified as to materiality, in all respects, and (2) otherwise, in all material respects, as of such earlier date and (iii) attaching thereto true, correct and complete copies of Schedules 3.17(a), 3.17(b) and 3.18, (d) the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties as of the Initial Collateral and Guarantee Requirement Satisfaction Date, the authorization of the transactions contemplated hereby and any other legal matters relating to the Loan Parties, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel and (e) the Administrative Agent shall have received a favorable written opinion (addressed to the Agents and the Lenders and dated the Initial Collateral and Guarantee Requirement Satisfaction Date) of legal counsel for the Loan Parties with respect to the transactions contemplated hereby, in form and substance reasonably satisfactory to the Administrative Agent.  For purposes of making the determinations required by this definition, revenues and assets of Foreign Subsidiaries shall be converted into US Dollars at the rates used in preparing the consolidated balance sheet of the Borrower included in the applicable financial statements.

“Initial Collateral and Guarantee Requirement Satisfaction Date” means the date on which the Loan Parties shall have satisfied the Initial Collateral and Guarantee Requirement.

 “Interest Election Request” means a request by the Borrower, appropriately completed and signed by a Financial Officer of the Borrower, to convert or continue a Borrowing in accordance with Section 2.05, in the form of Exhibit B or any other form approved by the Administrative Agent and the Borrower (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent).

“Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and the Maturity Date for the applicable Loans and (b) with respect to any LIBOR Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and the Maturity Date for the applicable Loans and, in addition, in the case of a LIBOR Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.  If an Interest Payment Date falls on a date which is not a Business Day, such Interest Payment Date shall be deemed to be the next succeeding Business Day, or, in the case of LIBOR Loans where the next succeeding Business Day falls in the next succeeding calendar month, the next preceding Business Day.

two, three or six months (or, if agreed by all the Lenders, seven days or 12 months) thereafter (in each case, subject to availability), as the Borrower may elect, or (b) for purposes of the penultimate sentence of Section 2.05(c) only, a Non-Standard Interest Period; provided, that, (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period.  For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person or (b) a loan, advance or capital contribution to, guarantee or assumption of  Indebtedness for borrowed money of, or purchase or other acquisition of any other Indebtedness for borrowed money of another Person (including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor guaranties Indebtedness for borrowed money of such other Person, but excluding any acquisition of (i) all of the Equity Interests of any Person or (ii) assets comprising all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person).  For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested (measured at the time made), without adjustment for subsequent increases or decreases in the value of such Investment but giving effect to any returns or distributions of capital or repayment of principal actually received in cash by such Person with respect thereto (but only to the extent that the aggregate amount of all such returns, distributions and repayments with respect to such Investment does not exceed the principal amount of such Investment).

“IP Security Agreements” has the meaning assigned to such term in the Security and Pledge Agreement.

“IRS” means the United States Internal Revenue Service.

“Judgment Currency” has the meaning assigned to such term in Section 10.13(b).

“Lender” means each of the Persons listed as a “Lender” on the signature pages to this Agreement, each other Person that becomes a “Lender” in accordance with this Agreement (including any Person that becomes a party hereto pursuant to an Assignment and Assumption) and their respective successors and assigns.  The term “Lender” shall exclude any Person that shall have ceased to be a party hereto pursuant to an Assignment and Assumption.

“Leverage Ratio” means, at any date, the ratio of (a) Total Indebtedness as of such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower ended on or most recently prior to such date.

 “LIBO Rate” means, with respect to any LIBOR Borrowing for any Interest Period, the applicable Screen Rate as of the Specified Time on the Quotation Day.

 “LIBOR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, shall bear interest at a rate determined by reference to the Adjusted LIBO Rate.

“LIBOR Successor Rate” has the meaning specified in Section 2.19.

“LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Alternate Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines in consultation with the Borrower).

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

“Loan Documents” means this Agreement, the Collateral Documents, the Guarantee Agreement, the Pari Passu Intercreditor Agreement, each document or other agreement entered into in connection with the Transactions and designated by its terms as a “Loan Document” and, except for purposes of Section 10.02(b), each promissory note delivered pursuant to this Agreement.  The Loan Documents shall specifically exclude any Secured Cash Management Agreement and any Secured Hedge Agreement.

“Loan Parties” means, collectively, the Borrower and each Guarantor.

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

“Master Agreement” means any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement entered into in connection with a Hedging Agreement.

“Material Acquisition” means any individual acquisition of (a) Equity Interests in any Person if, after giving effect thereto, such Person will become a Subsidiary or (b) assets comprising all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person; provided, that, the aggregate consideration for such individual acquisition (including Indebtedness assumed in connection therewith, all obligations in respect of deferred purchase price (including obligations under any purchase price adjustment but excluding earnout or similar payments) and all other consideration payable in connection therewith (including payment obligations in respect of noncompetition agreements or other arrangements representing acquisition consideration)) exceeds $250,000,000.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations or condition (financial or otherwise) of the Borrower and the Subsidiaries taken as a whole, (b) the ability of the Borrower to perform any of its obligations under this Agreement or (c) the rights of or benefits available to the Lenders under this Agreement.

 “Material Disposition” means any individual sale, transfer or other disposition of (a) all or substantially all the issued and outstanding Equity Interests in any Person that are owned by the Borrower or any Subsidiary or (b) assets comprising all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) of the Borrower or any

Subsidiary; provided, that, the aggregate consideration for such individual sale, transfer or other disposition (including Indebtedness assumed by the transferee in connection therewith, all obligations in respect of deferred purchase price (including obligations under any purchase price adjustment but excluding earnout or similar payments) and all other consideration payable in connection therewith (including payment obligations in respect of noncompetition agreements or other arrangements representing acquisition consideration)) exceeds $250,000,000.

“Material Indebtedness” means Indebtedness (other than the Loans), or obligations in respect of one or more Hedging Agreements, of the Borrower and the Subsidiaries in an aggregate principal amount exceeding $75,000,000.  For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.

“Material Subsidiary” means (a) any Subsidiary that directly or indirectly owns any Equity Interest in or Controls any Material Subsidiary and (b) any other Subsidiary (i) the consolidated revenues of which for the most recent period of four consecutive fiscal quarters of the Borrower for which financial statements have been delivered pursuant to Section 5.01 (or, prior to the first delivery of such financial statements, the most recent consolidated financial statements of the Borrower referred to in Section 3.04(a)) were greater than 10.0% of the Borrower’s total consolidated revenues for such period or (ii) the consolidated assets of which as of the end of such period were greater than 10.0% of the Borrower’s total consolidated assets as of such date; provided, that, if at any time the aggregate consolidated revenues or consolidated assets of all Subsidiaries that are not Material Subsidiaries for or at the end of any period of four fiscal quarters exceeds 10% of the Borrower’s consolidated revenues for such period or 10% of the Borrower’s consolidated assets as of the end of such period, the Borrower shall (or, in the event the Borrower has failed to do so within 10 days, the Administrative Agent may) designate sufficient Subsidiaries as “Material Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Subsidiaries.  For purposes of making the determinations required by this definition, revenues and assets of foreign Subsidiaries shall be converted into US Dollars at the rates used in preparing the consolidated balance sheet of the Borrower included in the applicable financial statements.

“Maturity Date” means (a) with respect to the 3-Year Term Loans, August 17, 2021, and (b) with respect to the 5-Year Term Loans, August 17, 2023; provided, that, in each case, if such date is not a Business Day, the applicable Maturity Date shall be the next preceding Business Day.

“Maximum Rate” has the meaning assigned to such term in Section 10.14.

“Moody’s” means Moody’s Investors Service, Inc., or any successor to the rating agency business thereof.

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

“Net Cash Proceeds” means, means the aggregate cash and cash equivalents proceeds received by the Borrower or any Subsidiary in respect of any Asset Sale, net of (a) selling expenses paid or payable to a third party in connection therewith (including reasonable brokers’ fees or commissions, legal, accounting and other professional and transactional fees, transfer and similar taxes and the Borrower’s good faith estimate of income taxes actually paid or payable in connection with such sale), (b) amounts provided as a reserve, in accordance with GAAP, against (i) any liabilities under any indemnification obligations associated with such Asset Sale or (ii) any other liabilities retained by the Borrower or any of its Subsidiaries associated with the assets disposed of in such Asset Sale (provided, that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds), (c) the

principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness for borrowed money (other than Indebtedness under the Loan Documents) which is secured by a Lien on the assets disposed of in such Asset Sale (so long as such Lien was permitted to encumber such assets under the Loan Documents at the time of such sale) and which is repaid or required to be repaid (provided, that, to the extent such Indebtedness for borrowed money is not repaid within one hundred eighty (180) days of such Asset Sale such cash or cash equivalents proceeds shall then constitute “Net Cash Proceeds”) with such proceeds (other than any such Indebtedness assumed by the purchaser of such assets), and (d) in the case of any such cash or cash equivalents proceeds received by any Subsidiary that is not a wholly owned Subsidiary, the pro rata portion of such proceeds allocable to the holders (other than the Borrower and its Subsidiaries) of Equity Interests in such Subsidiary that is not a wholly owned Subsidiary (calculated without regard to this clause (d)) and not available for distribution to or for the account of the Borrower or a Subsidiary as a result thereof.

“Non-Consenting Lender” means any Lender that withholds its consent to any proposed amendment, modification or waiver that cannot become effective without the consent of such Lender under Section 10.02, and that has been consented to by the Required Lenders and, in the case of any amendment, modification or waiver that requires the consent of the Required 3-Year Term Loan Lenders or the Required 5-Year Term Loan Lenders, the Required 3-Year Term Loan Lenders or the Required 5-Year Term Loan Lenders, as applicable.

“Non-Standard Interest Period” means, with respect to any LIBOR Borrowing, a period (other than a seven day Interest Period, and subject to availability) commencing on the date of such Borrowing and ending less than one month thereafter, as the Borrower may elect.

“Obligations” means the due and punctual payment of (a) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans made to the Borrower, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise and (b) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of the Loan Parties under this Agreement and the other Loan Documents; provided, that, from and after any Collateral and Guarantee Trigger Event, the Obligations shall include the Additional Obligations; provided, further, that, without limiting the foregoing, the Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor.

“Other Connection Taxes” means, with respect to any recipient of any payment made on account of an Obligation, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means any and all present or future recording, stamp, documentary, excise, transfer, sales, property or similar Taxes, charges or levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.18).

“Pari Passu Intercreditor Agreement” means an intercreditor agreement, in form and substance reasonably satisfactory to the Agents and the Borrower, that contains terms and conditions that are within the range of terms and conditions customary for intercreditor agreements that are of the type that govern intercreditor relationships between holders of pari passu senior secured credit facilities, to be dated on or about the Initial Collateral and Guarantee Requirement Satisfaction Date, executed by the Agents, Bank of America, as administrative agent under the Revolving Credit Agreement and the Loan Parties.

“Participant” has the meaning assigned to such term in Section 10.04(g).

“Participant Register” has the meaning assigned to such term in Section 10.04(g).

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

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

“Permitted Asset Sale” means any Qualifying Asset Sale by the Borrower or any Subsidiary; provided, that, the Borrower has (a) voluntarily prepaid the Loans pursuant to and in accordance with Section 2.10, in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds received by the Borrower and its Subsidiaries from such Qualifying Asset Sale or (b) on a pro rata basis, prepaid or redeemed (i) the Loans pursuant to and in accordance with Section 2.10 and (ii) Indebtedness under any one or more Senior Notes Indentures in accordance with the terms of such Senior Notes Indentures, in an aggregate amount equal to one hundred percent (100%) of the Net Cash Proceeds received by the Borrower and its Subsidiaries from such Qualifying Asset Sale; provided, further, that, with respect to any Qualifying Asset Sale, to the extent that the Borrower or such Subsidiary reinvests such Net Cash Proceeds in Eligible Assets within three hundred sixty five (365) days of the date of such Qualifying Asset Sale (as to any Qualifying Asset Sale, such three hundred sixty five (365) day period being the “Reinvestment Period” for such Qualifying Asset Sale) such Net Cash Proceeds shall not be required to be so applied to prepay or redeem the Loans or Indebtedness under the Senior Notes Indentures in order for such Qualifying Asset Sale to constitute a “Permitted Asset Sale” during the Reinvestment Period with respect to such Qualifying Asset Sale (it being understood that if such Net Cash Proceeds have not been so reinvested by the end of the applicable Reinvestment Period, the Borrower or such Subsidiary must prepay or redeem the Loans or Indebtedness under the Senior Notes Indentures in accordance with the first proviso of this definition at the end of such Reinvestment Period in order for such Qualifying Asset Sale to thereafter constitute a “Permitted Asset Sale”).

 “Permitted Encumbrances” means:

(a)          Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04;

(b)          carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or are being contested in good faith;

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

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

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

provided, that, the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness or any Lien in favor of the PBGC.

“Permitted Securitization Documents” means all documents and agreements evidencing, relating to or otherwise governing a Permitted Securitization Financing.

“Permitted Securitization Financing” means one or more transactions pursuant to which (a) Receivables Assets or interests therein are sold or transferred to or financed by one or more Special Purpose Securitization Subsidiaries, and (b) such Special Purpose Securitization Subsidiaries finance (or refinance) their acquisition of such Receivables Assets or interests therein, or the financing thereof, by selling or borrowing against Receivables Assets (including conduit and warehouse financings) and any Hedging Agreements entered into in connection with such Receivables Assets; provided, that, recourse to the Borrower or any Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary (as determined by the Borrower in good faith) for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Borrower or any Subsidiary (other than a Special Purpose Securitization Subsidiary)).

“Permitted Share Repurchases” means any Share Repurchase made by the Borrower, so long as (a) no Event of Default exists immediately prior to and after giving effect thereto and (b) the aggregate amount of all such Share Repurchases shall not exceed $40,000,000 in any fiscal year of the Borrower.

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

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is sponsored, maintained or contributed to by the Borrower or any ERISA Affiliate.

“Platform” has the meaning assigned to such term in Section 5.01.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Lender” has the meaning assigned to such term in Section 5.01.

“Qualifying Asset Sale” means any Asset Sale by the Borrower or any Subsidiary; provided, that, (a) at the time of such Asset Sale, no Event of Default shall have occurred and be continuing or would result from such Asset Sale, (b) such Disposition shall be for fair market value (as determined by the Borrower

 in good faith) and (c) the purchase price for the property or assets acquired in such Asset Sale shall be paid to the Borrower or such Subsidiary, as the case may be, for not less than seventy-five percent (75%) cash and cash equivalent consideration; provided, however, that for the purposes of this clause (c), the following shall be deemed to be cash:  (i) any liabilities (as shown on the Borrower’s most recent balance sheet (or in the footnotes thereto) provided hereunder) of the Borrower or such Subsidiary (other than liabilities that are by their terms subordinated to (x) the Obligations and (y) the Obligations under and as defined in the Revolving Credit Agreement) that are assumed by the transferee with respect to the applicable Asset Sale and for which the Borrower and its Subsidiaries shall have been validly released by all applicable creditors in writing, (ii) any securities received by the Borrower or such Subsidiary from such transferee that are converted by the Borrower or such Subsidiary into cash or cash equivalents (to the extent of the cash or cash equivalents received in the conversion) within one hundred eighty (180) days following the closing of the applicable Asset Sale; and (iii) any Designated Non-Cash Consideration in respect of such Asset Sale having an aggregate fair market value, taken together with the Designated Non-Cash Consideration in respect of all other “Qualifying Asset Sales”, not in excess of $10,000,000 (with the fair market value of each item of Designated Non-Cash Consideration being measured as of the time received).

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning assigned to such term in Section 10.20.

“Quotation Day” means, for any Interest Period, the day two Business Days prior to the first day of such Interest Period.

“Rating Agencies” means Moody’s, S&P and Fitch.

“Ratings” means the public ratings from time to time established by the Rating Agencies for the Index Debt, and “Rating” means any one of them.

“Ratings Collateral and Guarantee Trigger Event” means the occurrence of both of the following: (a) the Rating from Moody’s shall be Ba2 or worse and (b) the Rating from S&P shall be BB or worse.  If the rating system of Moody’s or S&P shall change, or if any such Rating Agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Required Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of a Rating from such Rating Agency.

 “Receivables Assets” means, with respect to any Person, accounts receivable, indebtedness and other obligations owed to or owned by such Person (whether now existing or arising or acquired in the future) arising in the ordinary course of business from the sale of goods or services (including any indebtedness or obligation constituting an account, chattel paper, instrument or general intangible), together with all related security, collateral, collections, contracts, contract rights, guarantees or other obligations in respect thereof, all proceeds and supporting obligations and all other related assets which are of the type customarily transferred in connection with a Securitization Transaction or, solely for purposes of Section 6.01(g) and Section 6.02(l), a transaction contemplated by such sections.

“Refinancing Indebtedness” means, in respect of any Indebtedness (the “Original Indebtedness”), any Indebtedness that extends, renews or refinances such Original Indebtedness (or any Refinancing Indebtedness in respect thereof); provided, that, (a) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount of such Original Indebtedness; (b) such Refinancing Indebtedness shall not constitute an obligation (including pursuant to a Guarantee) of any Subsidiary that shall not have been an obligor in respect of such Original Indebtedness; and (c) such Refinancing Indebtedness shall not

 be secured by any Lien on any asset other than the assets that secured such Original Indebtedness (or would have been required to secure such Original Indebtedness pursuant to the terms thereof).

“Register” has the meaning assigned to such term in Section 10.04(e).

“Reinvestment Period” has the meaning assigned to such term in the definition of “Permitted Asset Sale”.

“Related Fund” means, with respect to any Lender that is a fund that invests in bank loans, any other fund that invests in bank loans and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, trustees, officers, partners, members, employees, agents and advisors of such Person and such Person’s Affiliates.

“Required Lenders” means, at any time, one or more Lenders having outstanding Loans representing more than 50% of the aggregate principal amount of all the Loans then outstanding.

“Required 3-Year Term Loan Lenders” means, at any time, one or more 3-Year Term Loan Lenders having outstanding 3-Year Term Loans representing more than 50% of the aggregate principal amount of all the 3-Year Term Loans then outstanding.

“Required 5-Year Term Loan Lenders” means, at any time, one or more 5-Year Term Loan Lenders having outstanding 5-Year Term Loans representing more than 50% of the aggregate principal amount of all the 5-Year Term Loans then outstanding.

“Resignation Effective Date” has the meaning assigned to such term in Article VIII.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests of any Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interests or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.

“Revolving Credit Agreement” means that certain revolving credit agreement, dated as of the Closing Date, among, inter alios, the Borrower, certain Subsidiaries from time to time party thereto, the lenders from time to time party thereto and Bank of America, as administrative agent.

“S&P” means Standard & Poor’s Ratings Services, a division of McGraw-Hill Financial Inc., and any successor to the rating agency business thereof.

“Sale and Leaseback Transaction” means any arrangement whereby the Borrower or a Subsidiary, directly or indirectly, shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“Sanction Laws” means laws and executive orders of the United States, the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or other relevant and applicable sanctions authority imposing economic or financial sanctions or trade embargoes, and regulations implementing such laws and executive orders.

 “Sanctioned Country” means, at any time, a country or territory which is itself the subject or target of any Sanction Laws.

 “Sanctioned Person” means, at any time, (a) any Person that is included on any list of designated Persons maintained by the Office of Foreign Assets, Her Majesty’s Treasury of the United Kingdom, or on any comparable list maintained under applicable Sanction Laws, (b) any Person located, organized or resident in a Sanctioned Country, (c) any Person that is currently the subject of Sanction Laws, or (d) any Person owned or controlled by any such Person or the Persons described in the foregoing clause (a), (b) or (c).

“Scheduled Unavailability Date” has the meaning specified in Section 2.19.

“Screen Rate” means, in respect of the LIBO Rate for any Interest Period, a rate per annum equal to the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for deposits in US Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period (or, in the case of a Non-Standard Interest Period, with a term of one month), as displayed on the applicable Bloomberg screen page that displays such rate (or, in the event such rate does not appear on a page of the Bloomberg screen, on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time); provided, that, if the Screen Rate, determined as provided above, would be less than zero, the Screen Rate shall for all purposes of this Agreement be zero.

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

“Secured Cash Management Agreement” means any Cash Management Agreement between any Loan Party or any Subsidiary and any Cash Management Bank.

“Secured Hedge Agreement” means any Hedging Agreement not prohibited by this Agreement between any Loan Party or any Subsidiary and any Hedge Bank.

“Secured Party Designation Notice” means a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit G.

“Securitization Attributable Indebtedness” means, as of any date of determination, the amount of obligations outstanding under the legal documents entered into as part of any Securitization Transaction on such date that corresponds to the outstanding net investment (including loans) of, or cash purchase price paid by, the unaffiliated third party purchasers or financial institutions participating in such transaction and, as such, would be characterized as principal if such transaction were structured as a secured lending transaction rather than as a purchase (or, to the extent structured as a secured lending transaction, is principal).

“Securitization Transaction” means, with respect to any Person, any financing transaction or series of financing transactions pursuant to which such Person (or any subsidiary of such Person) may, directly or indirectly, sell, convey or otherwise transfer, or grant a security interest in, any Receivables Assets of such Person (or any subsidiary of such Person), to a special purpose subsidiary of such Person or an Affiliate of such Person.

“Security and Pledge Agreement” means the security and pledge agreement substantially in the form of Exhibit F (with such adjustments thereto or in such other form as may otherwise be reasonably satisfactory to the Agents), to be dated on or about the Initial Collateral and Guarantee Requirement Satisfaction Date, executed in favor of the Collateral Agent by each Loan Party.

“Senior Notes Indenture Secured Obligations” means, as of any date, any obligations under one or more Senior Notes Indentures that have become secured obligations on a pari passu basis with the Obligations in accordance with the terms and provisions of the applicable Senior Notes Indenture(s) and the terms and provisions of the Loan Documents.

“Senior Notes Indentures” means (a) the Indenture, dated as of October 14, 2014, between the Borrower, as issuer, and U.S. Bank National Association, as trustee, relating to the Borrower’s 4.50% senior notes due 2024, (b) the Indenture, dated as of May 15, 2017, between the Borrower, as issuer, and U.S. Bank National Association, as trustee, relating to the Borrower’s 4.875% senior notes due 2027, (c) the Indenture, dated as of June 18, 2018, between the Borrower, as issuer, and U.S. Bank National Association, as trustee (as supplemented by that certain Officer’s Certificate pursuant to Sections 2.02, 10.04 and 10.05 of the Indenture, dated as of June 18, 2018, provided by the Borrower), relating to the Borrower’s 5.875% senior notes due 2026, and (d) the Indenture, dated as of May 15, 2019, between the Borrower, as issuer, and U.S. Bank National Association, as trustee, relating to the Borrower’s 5.25% senior notes due 2029; and “Senior Notes Indenture” means any one of them.

“Share Repurchase” means any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Borrower or any Subsidiary, but excluding the receipt by the Borrower and its Subsidiaries of Equity Interests of the Borrower as payment (a) for stock option exercises, (b) for withholding taxes due on stock option exercises, (c) for the vesting of restricted share units from stock based compensation program participants and (d) in connection with similar equity based incentive programs, in each case, in the ordinary course of business.

“Special Purpose Securitization Subsidiary” means a direct or indirect wholly-owned Subsidiary of the Borrower established in connection with a Permitted Securitization Financing for the acquisition of Receivables Assets or interests therein, and which is organized in a manner (as determined by the Borrower in good faith) intended to reduce the likelihood that it would be substantively consolidated with the Borrower or any of the Subsidiaries (other than Special Purpose Securitization Subsidiaries) in the event the Borrower or any such Subsidiary becomes subject to a proceeding under the Bankruptcy Code of the United States (or other insolvency law).

“Specified Loan Party” means any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 2.02 of the Guarantee Agreement).

“Specified Time” means 11:00 a.m., London time.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board).  Such reserve percentages shall include those imposed pursuant to Regulation D.  LIBOR Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D or any comparable

 regulation.  The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“subsidiary” means, with respect to any Person, any corporation or other entity with respect to which such Person alone owns, subsidiaries of such Person own, or such Person and one or more of its subsidiaries together own, directly or indirectly, capital stock or other equity interests having ordinary voting power to elect a majority of the members of the board of directors of such corporation or other entity or having a majority interest in the capital or profits of such corporation or other entity.

“Subsidiary” means any subsidiary of the Borrower.

“Supported QFC” has the meaning assigned to such term in Section 10.20.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Syndication Agents” means, collectively, JPMorgan Chase Bank, N.A., U.S. Bank National Association, MUFG Bank, Ltd. and Wells Fargo Bank, N.A., in their capacities as syndication agents with respect to the credit facilities established hereunder.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Total Indebtedness” means, as of any date, the aggregate principal amount of Indebtedness of the Borrower and the Subsidiaries outstanding as of such date, computed on a consolidated basis, but excluding contingent obligations of the Borrower or any Subsidiary as an account party in respect of any letter of credit or letter of guaranty to the extent such letter of credit or letter of guaranty does not support Indebtedness.  For purposes of this definition, the amount of any Indebtedness shall be determined in accordance with GAAP but without giving effect to any election permitted under GAAP to value such Indebtedness at “fair value” or to any other accounting principle that would result in the amount of such Indebtedness (other than zero coupon Indebtedness) being below the stated principal amount thereof.

“Transactions” means (a) prior to the occurrence of any Collateral and Guarantee Trigger Event, (i) the execution, delivery and performance by the Borrower of the Loan Documents, (ii) the borrowings of Loans hereunder and the use of the proceeds thereof and (iii) the payment of fees and expenses incurred in connection with the foregoing and (b) if any Collateral and Guarantee Trigger Event occurs, (i) the execution, delivery and performance by the Loan Parties of the Loan Documents, (ii) the borrowings of Loans hereunder and the use of the proceeds thereof and (iii) the payment of fees and expenses incurred in connection with the foregoing.

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

“UCC” means the Uniform Commercial Code as in effect in the State of New York; provided, that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other

 jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

 “UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

 “United States” means the United States of America.

“US Dollars” or “$” means the lawful currency of the United States.

“US Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“U.S. Special Resolution Regimes” has the meaning assigned to such term in Section 10.20.

“US Tax Compliance Certificate” has the meaning assigned to such term in Section 2.16(f)(ii)(B)(3).

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

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

SECTION 1.02.        Classification of Loans and Borrowings.  For purposes of this Agreement, Loans may be referred to by Type (e.g., a “LIBOR Loan”).  Borrowings also may be referred to by Type (e.g., a “LIBOR Borrowing”).

SECTION 1.03.          Terms Generally.  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to have the same meaning and effect as the word “shall”.  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set

forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor statutes, rules or regulations), (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (d) the words “herein”, “hereof” and “hereunder” and words of similar import shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.  Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, or disposition, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, or disposition, or similar term, as applicable, to, of or with a separate Person.  Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person).

SECTION 1.04.          Accounting Terms; GAAP.  Except as otherwise expressly provided herein, all terms of an accounting or financial nature used herein shall be construed in accordance with GAAP, as in effect from time to time.  The Borrower will provide a written summary of material changes in GAAP applicable to the Borrower and in the consistent application thereof with each certificate delivered in accordance with Section 5.01(c) (which requirement for a written summary of material changes may be satisfied by including such summary in the Borrower’s public filings available on the SEC’s website at www.sec.gov).  If the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision, or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then (a) such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision shall have been amended in accordance herewith, and (b) the Borrower shall provide to the Administrative Agent and the Lenders summary financial statements required under this Agreement or as requested hereunder setting forth an unaudited reconciliation between GAAP as in effect and applied immediately before such change and GAAP after giving effect to such change.  Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Borrower or any Subsidiary at “fair value”, as defined therein, (ii) leases shall continue to be classified and accounted for on a basis consistent with that reflected in the audited financial statements of the Borrower referred to in Section 3.04(a)(i) for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above, and (iii) all financial statements required to be delivered pursuant to Sections 5.01(a) and 5.01(b) shall be prepared in accordance with GAAP, as in effect from time to time.

SECTION 1.06.          Interest Rates.  The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “LIBO Rate” or with respect to any rate that is an alternative or replacement for comparable or successor rate thereto to any of such rate (including, without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes. Without prejudice to any other provision of this Agreement, each party hereto acknowledges and agrees for the benefit of each of the other parties hereto, that:  (a) LIBOR (i) may be subject to methodological or other changes which could affect its value, (ii) may not comply with applicable laws and regulations (such as the Regulation (EU) 2016/1011 of the European Parliament and of the Council, as amended (EU Benchmarks Regulation)) and/or (iii) may be permanently discontinued; and (b) the occurrence of any of the aforementioned events and/or a Screen Rate replacement event may have adverse consequences which may materially impact the economics of the financing transactions contemplated under this Agreement.

ARTICLE II

THE CREDITS

SECTION 2.01.          Commitments.

(a)          Subject to the terms and conditions set forth herein, each 3-Year Term Loan Lender agrees to make a term loan (each, a “3-Year Term Loan”) to the Borrower, denominated in US Dollars, on the Closing Date in a principal amount equal to its 3-Year Term Loan Commitment.  Subject to the penultimate sentence of Section 2.05(c), each 3-Year Term Loan shall initially be a LIBOR Loan with an Interest Period of one (1) month.  Amounts repaid or prepaid in respect of 3-Year Term Loans may not be reborrowed.

(b)          Subject to the terms and conditions set forth herein, each 5-Year Term Loan Lender agrees to make a term loan (each, a “5-Year Term Loan”) to the Borrower, denominated in US Dollars, on the Closing Date in a principal amount equal to its 5-Year Term Loan Commitment.  Subject to the penultimate sentence of Section 2.05(c), each 5-Year Term Loan shall initially be a LIBOR Loan with an Interest Period of one (1) month.  Amounts repaid or prepaid in respect of 5-Year Term Loans may not be reborrowed.

SECTION 2.02.          Loans and Borrowings.

(b)          Subject to Section 2.13, each Borrowing shall be comprised entirely of ABR Loans or LIBOR Loans as the Borrower may request in accordance herewith.  Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, that, any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c)          At the commencement of each Interest Period for any LIBOR Borrowing, and at the time any Borrowing is converted to or continued as an ABR Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided, that, a LIBOR Borrowing that results from a continuation of an outstanding LIBOR Borrowing may be in an aggregate amount that is equal to such outstanding Borrowing.  Borrowings of more than one Type may be outstanding at the same time; provided, that, there shall not be more than a total of 15 LIBOR Borrowings in the aggregate at any time outstanding.

(d)          Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any LIBOR Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date for the applicable Loans.

SECTION 2.03.          [Reserved].

SECTION 2.04.          Funding of Borrowings.

(a)          Each Lender shall make each Loan to be made by it hereunder by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders.  The Administrative Agent will make such Loans available to the Borrower by promptly remitting the amounts so received, in like funds, to such account as shall be designated by the Borrower for such purpose.

(b)          Unless the Administrative Agent shall have received notice from a Lender prior to any Borrowing hereunder that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of (A) the Federal Funds Effective Rate and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to such Loans.

SECTION 2.05.          Interest Elections.

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GUARANTEE AGREEMENT, dated as of [__] (this “Agreement”), among CDK GLOBAL, INC., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower identified as “Guarantors” on the signature pages hereto (the Borrower, the Subsidiaries of the Borrower identified as “Guarantors” on the signature pages hereto and such other parties that may become Guarantors after the date hereof, each a “Guarantor”), and BANK OF AMERICA, N.A., in its capacity as the Administrative Agent.

Reference is made to that certain Term Loan Credit Agreement, dated as of August 17, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent.  The Lenders have extended credit to the Borrower on the terms and subject to the conditions set forth in the Credit Agreement.  The Guarantors will derive substantial benefits from the extensions of credit made to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in accordance with the terms of the Credit Agreement.  Accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01.          Defined Terms.

(a)          Each capitalized term used but not defined herein and defined in the Credit Agreement shall have the meaning specified in the Credit Agreement.

(b)          The rules of construction specified in Section 1.03 of the Credit Agreement also apply to this Agreement, mutatis mutandis.

SECTION 1.02.          Other Defined Terms.  As used in this Agreement, the following terms have the meanings specified below:

“Agreement” has the meaning assigned to such term in the introductory paragraphs hereto.

“Agreement Currency” has the meaning assigned to such term in Section 5.12(b).

“Applicable Creditor” has the meaning assigned to such term in Section 5.12(b).

“Borrower” has the meaning assigned to such term in the introductory paragraphs hereto.

“Credit Agreement” has the meaning assigned to such term in the introductory paragraphs hereto.

“Guarantor” has the meaning assigned to such term in the introductory paragraphs hereto.

“Judgment Currency” has the meaning assigned to such term in Section 5.12(b).

“Qualified ECP Guarantor” means, at any time, each Guarantor with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Supplement” means an agreement substantially in the form of Exhibit A, or any other form approved by the Administrative Agent.

ARTICLE II

GUARANTEE

SECTION 2.01.          Guarantee.  Each Guarantor hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment when and as due of the Obligations; provided, that, (a) the Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor, and (b) the liability of each Guarantor individually with respect to such Guarantor’s obligations under this Section 2.01 shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law.  Each Guarantor further agrees that the due and punctual payment of such Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Obligation.

Each Guarantor waives presentment to, demand of payment from and protest to the Borrower or any other Guarantor of any of the Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment.  The obligations of each Guarantor hereunder shall not be affected by: (a) the failure of the Administrative Agent or any Lender to assert any claim or demand or to enforce any right or remedy against the Borrower or any other Guarantor under the provisions of the Credit Agreement or any other Loan Document or otherwise; (b) any extension or renewal of any of the Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of the Credit Agreement or any other Loan Document; (d) any default, failure or delay, willful or otherwise, in the performance of any of the Obligations; or (e) any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right of such Guarantor to subrogation.

Each Guarantor further agrees that its agreement hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by the Administrative Agent or any Lender to any balance of any deposit account or credit on the books of the Administrative Agent or any Lender in favor of the Borrower or any other Person.

The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of any of the Obligations, any impossibility in the performance of any of the Obligations or otherwise.

Each Guarantor further agrees that its obligations hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by the Administrative Agent or any Lender upon the bankruptcy or reorganization of the Borrower, any other Guarantor or otherwise.

In furtherance of the foregoing and not in limitation of any other right which the Administrative Agent or any Lender may have at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Guarantor to pay any Obligation when and as the same shall become due,

whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Administrative Agent or any Lender, forthwith pay, or cause to be paid, to the Administrative Agent or such Lender in cash an amount equal to the unpaid principal amount of such Obligations then due, together with accrued and unpaid interest thereon.

Upon payment by the Guarantors of any sums as provided above, all rights of the Guarantors against the Borrower or any other Guarantor arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full of all the Obligations.

Nothing shall discharge or satisfy the liability of any Guarantor hereunder except the full performance and payment of the Obligations.

SECTION 2.02.          Keepwell.  Each Guarantor that is a Qualified ECP Guarantor at the time this Agreement or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under Section 2.01 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 2.02 shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full.  Each Guarantor intends this Section 2.02 to constitute, and this Section 2.02 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

SECTION 2.03.          Condition of the Borrower.  Each Guarantor hereby acknowledges that it has received a copy of the Credit Agreement, has reviewed and understands same and agrees to comply with all of its obligations set forth therein.  Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other Guarantor such information concerning the financial condition, business and operations of the Borrower and any such other Guarantor as such Guarantor requires, and that neither the Administrative Agent nor any Lender has any duty, and such Guarantor is not relying on the Administrative Agent or any Lender at any time, to disclose to it any information relating to the business, operations or financial condition of the Borrower or any other Guarantor (each Guarantor waiving any duty on the part of the Administrative Agent and the Lender to disclose such information and any defense relating to the failure to provide the same).

SECTION 2.04.          Appointment of the Borrower.  Each Guarantor hereby appoints the Borrower to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and therewith and agrees that (a) the Borrower may execute such documents and provide such authorizations on behalf of such Guarantors as the Borrower deems appropriate in its sole discretion (and each Guarantor shall be obligated by all of the terms of any such document and/or authorization executed on its behalf), (b) any notice or communication delivered by the Administrative Agent or a Lender to the Borrower shall be deemed delivered to each Guarantor, and (c) each of the Administrative Agent and any Lender may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower on behalf of each of the Guarantors.

ARTICLE III

REMEDIES

SECTION 3.01.          Remedies Upon Default.  Upon the occurrence and during the continuation of an Event of Default, after the exercise of remedies provided for in Article VII of the Credit Agreement (or after the Loans have automatically become immediately due and payable as set forth in Article VII of the Credit Agreement), any payments under this Agreement in respect of the Obligations, when received by the Administrative Agent or any other holders of the Obligations in cash or its equivalent, will be applied by the Administrative Agent in reduction of the Obligations in the following order:

first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Sections 2.14, 2.15, 2.16 and 2.18 of the Credit Agreement) payable to the Administrative Agent in its capacity as such;

second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest and Additional Obligations) payable to the holders of the Obligations (including fees, charges and disbursements of counsel to the respective holders of the Obligations and amounts payable under Sections 2.14, 2.15, 2.16 and 2.18 of the Credit Agreement), ratably among them in proportion to the respective amounts described in this clause second payable to them;

third, to payment of that portion of the Obligations constituting interest on the Loans, ratably among the holders of the Obligations in proportion to the respective amounts described in this clause third held by them;

fourth, to payment of that portion of the Obligations constituting (a) unpaid principal of the Loans, and (b) the Additional Obligations, ratably among the holders of the Obligations in proportion to the respective amounts described in this clause fourth held by them;

fifth, to payment of all other obligations and other obligations which shall have become due and payable and not repaid pursuant to clauses first through clauses fourth above, ratably among the holders of the Obligations in proportion to the respective amounts described in this clause fifth held by them; and

sixth, the balance, if any, after all of the Obligations owing have been indefeasibly paid in full, to the Company or as otherwise required by any law.

SECTION 3.02.          Excluded Swap Obligations; Additional Obligations.  Notwithstanding anything set forth in Section 3.01, (a) Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Guarantors to preserve the allocation to Obligations otherwise contemplated by Section 3.01, and (b) Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described in Section 3.01 if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or the applicable Hedge Bank, as the case may be.  Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to

the terms of Article VIII of the Credit Agreement for itself and its Affiliates as if a “Lender” party to the Credit Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES; COVENANTS

SECTION 4.01.          Representations and Warranties.  Each Guarantor hereby represents and warrants to the Administrative Agent and each Lender each representation and warranty applicable to it contained in Article III of the Credit Agreement as, when and to the extent required by the Credit Agreement, each of which is incorporated by reference herein as if fully set forth herein.  No Guarantor is an Affected Financial Institution.

SECTION 4.02.          Covenants.  Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees and other amounts payable hereunder have been paid in full, each Guarantor covenants and agrees that it will perform and observe, and cause each of its subsidiaries to perform and observe, all of the terms, covenants and agreements set forth in the Loan Documents (including Articles V and VI of the Credit Agreement) that are required to be, or that the Borrower has agreed to cause to be, performed or observed by such Guarantor or such subsidiary, each of which is incorporated herein by reference as if fully set forth herein.

ARTICLE V

MISCELLANEOUS

SECTION 5.01.          Notices.  All communications and notices required or permitted to be given under this Agreement shall be in conformance with Section 10.01 of the Credit Agreement (it being understood and agreed that any communication or notice hereunder to any Guarantor shall be given to it in care of the Borrower in the manner provided in Section 10.01 of the Credit Agreement).

SECTION 5.02.          Waivers; Amendment.  This Agreement and the provisions hereof may not be waived, amended or modified except as set forth in Section 10.02(b) of the Credit Agreement.  No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of this Agreement or consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be permitted by this Section 5.02, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 5.03.          Expenses; Indemnity; Damage Waiver.

(a)          The Guarantors jointly and severally agree to reimburse the expenses, fees, charges and disbursements incurred in connection with this Agreement as provided in Section 10.03(a) of the Credit Agreement as if each reference therein to the Borrower were a reference to the Guarantors.

(b)          The Guarantors jointly and severally agree to indemnify and hold harmless each Indemnitee as provided in Section 10.03(b) of the Credit Agreement as if each reference to the Borrower therein were a reference to the Guarantors.

(c)          To the extent permitted by applicable law, no Guarantor shall assert, and each Guarantor hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with or as a result of this Agreement, any other Loan Document or any agreement or instrument contemplated thereby, the Transactions, any Loan or the use of the proceeds thereof.  No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the Transactions contemplated hereby or thereby, other than for damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee as determined by a final nonappealable judgment of a court of competent jurisdiction.

(d)          All amounts due under this Section 5.03 shall be payable within 15 Business Days after receipt of a reasonably detailed invoice therefor.

SECTION 5.04.          Successors and Assigns.  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 no Guarantor may 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 without such consent shall be null and void).  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in the Credit Agreement), the Arrangers, the Syndication Agents and, to the extent expressly contemplated by the Credit Agreement, the sub-agents of the Administrative Agent and the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

SECTION 5.05.          Survival. All covenants, agreements, representations and warranties made by the Guarantors herein, in the other Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto or thereto and shall survive the execution and delivery of this Agreement, regardless of any investigation made by any such other party or on its behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under the Credit Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated.  The provisions of Sections 5.03 and 5.12 and clause (b) of Section 5.16 shall survive and remain in full force and effect regardless of the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.

SECTION 5.06.          Counterparts.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 5.07.          Severability.  Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 5.08.          Right of Set-Off.  If an Event of Default shall have occurred and be continuing, each Guarantor agrees that each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final and in whatever currency denominated) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of such Guarantor against any of and all the obligations of such Guarantor now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured.  Each Lender shall be required to promptly to notify the Administrative Agent after any such set-off and application made by such Lender; provided, that, the failure to give such notice shall not affect the validity of such set-off and application.  The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 5.09.          Governing Law; Jurisdiction; Consent to Service of Process.

(a)          This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b)          Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Guarantor or its properties in the courts of any jurisdiction.

(c)          Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document or the Transactions in any court referred to in paragraph (b) of this Section.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)          Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.01.  Nothing in this Agreement or any other Loan Document will affect the right of any party hereto or thereto to serve process in any other manner permitted by law.

SECTION 5.10.          WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 5.11.          Headings.  Article and Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 5.12.          Conversion of Currencies.

(a)          If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.

(b)          The obligations of each Guarantor in respect of any sum due to any party hereto or any holder of the obligations owing hereunder (the “Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to be so due in the Judgment Currency, the Applicable Creditor may, in accordance with normal banking procedures in the relevant jurisdiction, purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Creditor in the Agreement Currency, such Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss.

SECTION 5.13.          Patriot Act.  The Administrative Agent hereby notifies each Guarantor that pursuant to the Patriot Act, each Lender and the Administrative Agent is required to obtain, verify and record information that identifies each Guarantor, which information includes the name and address of each Guarantor and other information that will allow such Lender and the Administrative Agent to identify such Guarantor in accordance with the Patriot Act.  Each Guarantor agrees to provide to each Lender and the Administrative Agent, upon request, with all documentation and other information reasonably requested by such Lender or the Administrative Agent for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation.

SECTION 5.14.          No Fiduciary Relationship.  Each Guarantor agrees that in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, the Guarantors, on the one hand, and the Administrative Agent, the Lenders and their Affiliates, on the other

hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Administrative Agent, the Lenders or their Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications.  Each Guarantor waives and releases, to the fullest extent permitted by law, any claims that such Guarantor may have against the Administrative Agent, any Person identified on the facing page or signature pages of the Credit Agreement or elsewhere as a “syndication agent”, any Lender or any Affiliate of any of the foregoing in respect of any breach or alleged breach of agency or fiduciary duty.

SECTION 5.15.          Electronic Execution.  Subject to Section 10.17 of the Credit Agreement, this Agreement may be in the form of an Electronic Record and may be executed using Electronic Signatures (including facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record.  This Agreement may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Agreement.  For the avoidance of doubt, the authorization under this paragraph may include use or acceptance by the Administrative Agent of a manually signed paper Communication which has been converted into electronic form (such as scanned into .pdf), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention.

SECTION 5.16.          Payments Set Aside.  To the extent that any payment by or on behalf of any Guarantor is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises any right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any debtor relief law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender shall pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the greater (i) the Federal Funds Effective Rate from time to time in effect and (ii) an overnight rate from time to time in effect and determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

SECTION 5.17.          Acknowledgement Regarding Any Supported QFCs.  The terms of Section 10.20 of the Credit Agreement with respect to acknowledgement regarding any Supported QFCs is incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

SECTION 5.18.          Termination or Release.  This Agreement shall remain in full force and effect until such time as the Obligations arising under the Loan Documents have been paid in full and the Commitments have expired or been terminated, at which time this Agreement shall automatically terminate.  Upon the termination of this Agreement, the Administrative Agent shall, upon the request and at the expense of the Guarantors, execute and deliver all documents reasonably requested by the Guarantors to evidence such termination.

SECTION 5.19.          Additional Subsidiaries.  At any time after the execution of this Agreement, each Subsidiary that is required to become a Guarantor shall become a party to this Agreement upon execution and delivery by the Administrative Agent and such Subsidiary of a Supplement and, immediately upon such execution and delivery, and without any further action, such Subsidiary shall (a) become a party to this Agreement as a Guarantor and shall have all of the rights and obligations of a Guarantor hereunder, and (b) be deemed to have to have made the representations and warranties set forth or incorporated herein, and shall be bound by all of the terms, covenants and conditions hereof or incorporated herein to

the same extent as if such Subsidiary had executed this Agreement on the original date hereof.  The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any additional Subsidiary as a party to this Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

GUARANTORS:	CDK GLOBAL, INC., a Delaware corporation
	By:
	Name:
	Title:

	[GUARANTOR], a [__]
	By:
	Name:
	Title:

	[GUARANTOR], a [__]
	By:
	Name:
	Title:

ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A., as Administrative Agent
	By:
	Name:
	Title:

EXHIBIT A

[FORM OF] SUPPLEMENT

SUPPLEMENT NO. [__], dated as of [__] (this “Supplement”), to that certain Guarantee Agreement, dated as of [__] (as amended, restated, supplemented or otherwise modified from time to time, the “Guarantee Agreement”), by and among CDK GLOBAL, INC., a Delaware corporation, the other Guarantors party thereto, and BANK OF AMERICA, N.A., as Administrative Agent.  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guarantee Agreement or (in the case of terms that are defined in the Credit Agreement and not defined in the Guarantee Agreement) in the Credit Agreement.  The rules of construction specified in Section 1.03 of the Credit Agreement shall apply to this Supplement, mutatis mutandis.

The undersigned Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guarantee Agreement.

Accordingly, the Administrative Agent and the New Subsidiary agree as follows:

SECTION 1.  In accordance with Section 5.19 of the Guarantee Agreement, the New Subsidiary by its signature below becomes a Guarantor under the Guarantee Agreement with the same force and effect as if originally named therein as a Guarantor.  The New Subsidiary hereby (a) agrees to all the terms and provisions of the Guarantee Agreement applicable to it in such capacity, and (b) represents and warrants that the representations and warranties made by it in such capacity thereunder are true and correct on and as of the date hereof.  In furtherance of the foregoing, the New Subsidiary hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment when and as due of the Obligations as provided in Section 2.01 of the Guarantee Agreement.  Each reference to a Guarantor in the Guarantee Agreement shall be deemed to include the New Subsidiary.  The Guarantee Agreement is hereby incorporated herein by reference.

SECTION 2.  The New Subsidiary represents and warrants that this Supplement (a) has been duly authorized by all necessary organization and, if required equity holder action, and (b) has been duly executed and delivered by the New Subsidiary and constitutes a legal, valid and binding obligation of the New Subsidiary, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.  This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Supplement by fax or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Supplement.  Subject to Section 10.17 of the Credit Agreement, this Supplement may be in the form of an Electronic Record and may be executed using Electronic Signatures (including facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record.  This Supplement may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Supplement.  For the avoidance of doubt, the authorization under this paragraph may include use or acceptance by the Administrative Agent of a manually signed paper Communication which has been converted into electronic form (such as scanned into .pdf), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention.

SECTION 4.  The New Subsidiary hereby waives acceptance by the Administrative Agent of the guaranty by the New Subsidiary under Section 2.01 of the Guarantee Agreement upon the execution of this Supplement by the New Subsidiary.

SECTION 5.  Any provision of this Supplement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 6.  All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the Guarantee Agreement.

SECTION 7.  The terms of Section 10.20 of the Credit Agreement with respect to acknowledgement regarding any Supported QFCs is incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

SECTION 8.  This Supplement shall be construed in accordance with and governed by the law of the State of New York.  The provisions of Sections 5.09(b), (c), and (d) and Section 5.10 of the Guarantee Agreement are hereby incorporated by reference herein as if set forth in full force herein, mutatis mutandis.

[Signature Pages Follow]

IN WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly executed this Supplement as of the day and year first above written.

NEW SUBSIDIARY:	[NEW SUBSIDIARY], a [__]
	By:
	Name:
	Title:

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SECURITY AND PLEDGE AGREEMENT, dated as of [__] (this “Agreement”), among CDK GLOBAL, INC., a Delaware corporation (the “Company”), the Subsidiaries of the Company identified as “Grantors” on the signature pages hereto (the Company, the Subsidiaries of the Company identified as “Grantors” on the signature pages hereto and such other parties that may become Grantors after the date hereof, each a “Grantor”), and BANK OF AMERICA, N.A. (“Bank of America”), in its capacity as the Collateral Agent.

The parties hereto agree as follows:

ARTICLE I

DEFINITIONS; RULES OF CONSTRUCTION; COLLATERAL LIMITATIONS

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

“Accession” means an “Accession” (as such term is defined in Article 9 of the UCC).

“Account” means an “Account” (as such term is defined in Article 9 of the UCC).

“Account Debtor” means an “Account debtor” (as such term is defined in Article 9 of the UCC).

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

“Agreement”  has the meaning assigned to such term in the introductory paragraphs hereto.

“Article 9 Collateral” has the meaning assigned to such term in Section 3.01(a).

“Bank of America” has the meaning assigned to such term in the introductory paragraphs hereto.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

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

“CFC” means (a) each Person that is a “controlled foreign corporation” for purposes of the Code, and (b) each Subsidiary of any such Person.

“CFC Holding Company” means each Domestic Subsidiary that has no material assets other than the Equity Interests of one or more (a) CFCs, or (b) Persons described in this definition.

“Chattel Paper” means a “Chattel paper” (as such term is defined in Article 9 of the UCC).

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

“Collateral” means, collectively, the Article 9 Collateral and the Pledged Collateral.

“Collateral Agent” means Bank of America, or any successor appointed in accordance with the Loan Documents.  Unless the context requires otherwise, the term “Collateral Agent” shall include any

Affiliate of Bank of America through which Bank of America shall determine to perform any of its obligations in such capacity in accordance with the Loan Documents.

“Commercial Tort Claim” means a “Commercial tort claim” (as such term is defined in Article 9 of the UCC).

“Commodity Account” means a “Commodity account” (as such term is defined in Article 9 of the UCC).

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

“Communication” has the meaning assigned to such term in Section 6.11.

“Company” has the meaning assigned to such term in the introductory paragraphs hereto.

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

“Copyright License” means any written agreement, now or hereafter in effect, granting to any Person any right to use any Copyright owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any Copyright owned by any other Person or that any other Person otherwise has the right to license, and all rights of any Grantor under any such agreement.

“Copyrights” means, with respect to any Person, all of the following now owned or hereafter acquired by such Person: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country or any political subdivision thereof, whether as author, assignee, transferee or otherwise, (b) all registrations and applications for registration of any such copyright in the United States or any other country, including, registrations, recordings, supplemental registrations, pending applications for registration, and renewals in the United States Copyright Office (or any similar office in any other country or any political subdivision thereof), including, in the case of any Grantor, any of the foregoing set forth under its name on Schedule III, and (c) any other rights related or appurtenant to the foregoing, including moral rights.

“Covered Entity” means any of the following, (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning assigned to such term in Section 6.13.

“Default” means (a) any Default (as defined in the Term Loan Credit Agreement), (b) any Default (as defined in the Revolving Credit Agreement), and (c) solely for the purposes of Section 5.03, any “Default” (or similar event, however defined) under any Senior Notes Indenture.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Deposit Account” means a “Deposit account” (as such term is defined in Article 9 of the UCC).

“Document” means a “Document” (as such term is defined in Article 9 of the UCC).

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.

“Electronic Copy” has the meaning assigned to such term in Section 6.11.

“Electronic Record” has the meaning assigned to such term in Section 6.11.

“Electronic Signature” has the meaning assigned to such term in Section 6.11.

“Equipment” means “Equipment” (as such term is defined in Article 9 of the UCC).

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“Event of Default” means (a) any Event of Default (as defined in the Term Loan Credit Agreement), (b) any Event of Default (as defined in the Revolving Credit Agreement), and (c) solely for the purposes of Section 5.03, any “Event of Default” (or similar event, however defined) under any Senior Notes Indenture.

“Excluded Property” means, with respect to each Grantor: (a) any asset (including any governmental licenses, state or local franchises, charters, authorizations or Equity Interests in any partnership, joint venture or Subsidiary of such Grantor that is not a wholly-owned Subsidiary of such Grantor) of such Grantor to the extent that the pledge of or grant of a security interest in such asset (i) is prohibited or restricted by applicable law, (ii) requires a consent not obtained from any Governmental Authority pursuant to applicable law, (iii) in the case of any Equity Interests in any partnership, joint venture or Subsidiary of such Grantor that is not a wholly-owned Subsidiary of such Grantor or any other Investment Property, is prohibited by any organizational or governance documents of any partnership, joint venture or Subsidiary of such Grantor that is not a wholly-owned Subsidiary of such Grantor or by any applicable shareholder or any similar agreement, or (iv) in the case of any assets acquired by such Grantor after the date of this Agreement (or, in the case of (A) any Person that becomes a Grantor after the date of this Agreement, any assets of such Person at the time such Person becomes a Grantor, or (B) any Person that is merged, amalgamated or consolidated with or into a Grantor after the date of this Agreement, any assets of such Person at the time such Person is merged, amalgamated or consolidated with or into a Grantor), is prohibited by, constitutes a breach or default under, results in the termination of, gives rise to a right on the part of any party thereto (other than the Company or any Subsidiary) to terminate or materially modify or requires any consent of any party thereto (other than the Company or any Subsidiary) under, in the case of this clause (a)(iv), any contract, license, agreement, instrument or other document that was in effect at the time of such acquisition (or, in the case of (1) any Person that becomes a Grantor after the date of this Agreement, was in effect at the time such Person becomes a Grantor, or (2) any Person that is merged, amalgamated or consolidated with or into a Grantor after the date of this Agreement, was in effect at the time of such merger, amalgamation or consolidation) and was not entered into in contemplation of or in connection with such acquisition (or, in the case of (x) any Person that becomes a Grantor after the date of this Agreement, was not entered into in contemplation of or in connection with such Person becoming a Grantor, or (y) any Person that is merged, amalgamated or consolidated with or into a Grantor after the date of this Agreement, was not entered into in contemplation of or in connection with such merger, amalgamation or consolidation) or the requirements of the Loan Documents, except, in each case under this clause (a), to the extent that such law or the term in such

contract, license, agreement, instrument or other document providing for such prohibition, breach, default or right of termination or modification or requiring such consent is ineffective under the UCC or other applicable law or principles of equity; (b) any asset owned by such Grantor that is subject to a Lien securing a purchase money, project financing, capital lease or finance lease obligation if (i) the contract or other agreement under which such Lien is granted (or the documentation providing for such obligation) prohibits the creation of any other Lien on such property, or (ii) a grant of any other Lien on such property would otherwise be prohibited by, constitute a breach or default under, result in the termination of, give rise to a right on the part of any party thereto (other than the Company or any Subsidiary) to terminate or materially modify or requires any consent of any party thereto (other than the Company or any Subsidiary) under, such contract or agreement, in each case to the extent both such Lien and such obligation secured thereby are permitted under the Loan Documents; (c) any trucks, trailers, tractors, service vehicles, automobiles, rolling stock or other registered mobile equipment or equipment of such Grantor covered by certificates of title or ownership; (d) Deposit Accounts and Securities Accounts of such Grantor (and cash and other assets maintained or credited therein) (i) exclusively used for payroll, payroll taxes and other employee wage and benefit payments, (ii) exclusively used for taxes required by applicable law to be collected, remitted or withheld, (iii) exclusively used for funds held in trust, or (iv) containing aggregate balances, when taken together with all other Deposit Accounts and Securities Accounts of the Grantors, of less than $10,000,000; (e) any Intellectual Property, lease, license or other agreement of such Grantor to the extent that a grant of a security interest therein is prohibited by, constitutes a breach or default under, results in the termination of, gives rise to a right on the part of any party thereto (other than the Company or any Subsidiary) to terminate or materially modify or requires any consent of any party thereto (other than the Company or any Subsidiary) under, such Intellectual Property, lease, license or other agreement, except to the extent that the term in such Intellectual Property, lease, license or other agreement providing for such prohibition, breach, default or right of termination or modification or requiring such consent is ineffective under the UCC or other applicable law or principles of equity (other than Proceeds thereof, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition); (f) any fee-owned real property of such Grantor; (g) any leasehold interests of such Grantor in real property; (h) any intent-to-use Trademark application or intent-to-use service mark application of such Grantor prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent that the grant of a security interest therein would impair the validity or enforceability of such intent-to-use Trademark application or intent-to-use service mark application under applicable Federal law; (i) Equity Interests in any special purpose Subsidiary of such Grantor (including, for the avoidance of doubt, any Special Purpose Securitization Subsidiaries), any not-for-profit Subsidiary of such Grantor, or any captive insurance Subsidiary of such Grantor; (j) voting Equity Interests owned by such Grantor in any CFC or CFC Holding Company in excess of 65% of the voting Equity Interests in such CFC or CFC Holding Company; (k) Margin Stock (within the meaning of Regulation U of the Board) owned by such Grantor; (l) any asset of such Grantor as to which the Company reasonably determines that creating or perfecting a pledge or security interest therein would result in material adverse tax consequences to the Company or any Subsidiary; (m) any asset of such Grantor as to which the Collateral Agent and the Company agree in writing that the cost of creating or perfecting a pledge or security interest therein is excessive in view of the benefits to be obtained by the Secured Parties therefrom; (n) Letter-of-Credit Rights of such Grantor (except to the extent constituting supporting obligations such that a Lien thereon may be perfected by filing of a financing statement under the UCC with respect to such Grantor); and (o) any Commercial Tort Claim as to which such Grantor has determined that it reasonably expects to recover less than $5,000,000; in each case other than any Proceeds, substitutions or replacements of the foregoing (unless such Proceeds, substitutions or replacements would constitute assets described in clauses (a) through (o) above).

“Excluded Swap Obligation” means, with respect to any Grantor, any Swap Obligation if, and to the extent that, all or a portion of the guaranty of such Grantor of, or the grant by such Grantor of a Lien to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity

Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof) by virtue of such Grantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to any “keepwell, support or other agreement” for the benefit of such Grantor and any and all guarantees of such Grantor’s Swap Obligations by other Grantors) at the time the guaranty of such Grantor, or grant by such Grantor of a Lien, becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a Master Agreement governing more than one Hedging Agreement, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Hedging Agreements for which such guaranty or Lien is or becomes excluded in accordance with the first sentence of this definition.

“Fixtures” means “Fixtures” (as such term is defined in Article 9 of the UCC).

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

“General Intangible” means a “General intangible” (as such term is defined in Article 9 of the UCC).

“Goods” means “Goods” (as such term is defined in Article 9 of the UCC).

“Governmental Authority” means any nation or government, any federal, state, local or other political subdivision thereof and any entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government (including the Bank for International Settlements and the Basel Committee on Banking Supervision or any successor or similar authority to either of the foregoing).

“Grantor” has the meaning assigned to such term in the introductory paragraphs hereto.

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

“Indemnitee” has the meaning assigned to such term in Section 6.03(b).

“Instrument” means an “Instrument” (as such term is defined in Article 9 of the UCC).

“Intellectual Property” means, with respect to any Person, all intellectual and similar property of every kind and nature now owned or hereafter acquired by such Person, including inventions, designs, utility models, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know‑how, show‑how or other data or information, software and databases and applications and registrations therefor, and related franchises, and all additions, improvements and accessions to any of the foregoing.

“Inventory” means “Inventory” (as such term is defined in Article 9 of the UCC).

“Investment Property” means “Investment property” (as such term is defined in Article 9 of the UCC).

“Investment Property” means “Investment property” (as such term is defined in Article 9 of the UCC).

“Letter-of-Credit Right” means a “Letter-of-credit right” (as such term is defined in Article 9 of the UCC).

“License” means any Patent License, Trademark License, Copyright License or other license or sublicense agreement granting an interest in Intellectual Property to which any Grantor is a party, including, in the case of any Grantor, any of the exclusive Copyright Licenses set forth under its name on Schedule III.

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

“Loan Documents” means, collectively, (a) the Loan Documents (as defined in the Term Loan Credit Agreement), and (b) the Loan Documents (as defined in the Revolving Credit Agreement).

“Master Agreement” means any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement entered into in connection with a Hedging Agreement.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations or condition (financial or otherwise) of the Company and the Subsidiaries taken as a whole, (b) the ability of the Grantors to perform any of their respective obligations under this Agreement or (c) the rights of or benefits available to the Collateral Agent or any other Secured Party under this Agreement.

“Money” means “Money” (as such term is defined in Article 1 of the UCC).

“Other Senior Notes Indenture” means each of [(a) the Indenture, dated as of October 14, 2014, between the Company, as issuer, and U.S. Bank National Association, as trustee, relating to the Company’s 4.50% senior notes due 2024, (b) the Indenture, dated as of May 15, 2017, between the Company, as issuer, and U.S. Bank National Association, as trustee, relating to the Company’s 4.875% senior notes due 2027, (c) the Indenture, dated as of June 18, 2018, between the Company, as issuer, and U.S. Bank National Association, as trustee (as supplemented by that certain Officer’s Certificate pursuant to Sections 2.02, 10.04 and 10.05 of the Indenture, dated as of June 18, 2018, provided by the Company), relating to the Company’s 5.875% senior notes due 2026, and (d) the Indenture, dated as of May 15, 2019, between the Company, as issuer, and U.S. Bank National Association, as trustee, relating to the Company’s 5.25% senior notes due 2029.]¹

“Patent License” means any written agreement, now or hereafter in effect, granting to any Person any right to make, use or sell any invention on which a Patent has been granted to any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to make, use or sell any invention on which a Patent has been granted to any other Person or that any other Person otherwise has the right to license, and all rights of any Grantor under any such agreement.

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“Patents” mean, with respect to any Person, all of the following now owned or hereafter acquired by such Person: (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof and all applications for letters patent of the United States or the equivalent thereof in any other country or any political subdivision thereof, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country or any political subdivision thereof, including, in the case of any Grantor, any of the foregoing set forth under its name on Schedule III, and (b) all reissues, continuations, divisionals, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, have made, use, sell, offer to sell, import or export the inventions disclosed or claimed therein.

“Payment Intangible” means a “Payment intangible” (as such term is defined in Article 9 of the UCC).

“Permitted Securitization Financing” means one or more transactions pursuant to which (a) Receivables Assets or interests therein are sold or transferred to or financed by one or more Special Purpose Securitization Subsidiaries, and (b) such Special Purpose Securitization Subsidiaries finance (or refinance) their acquisition of such Receivables Assets or interests therein, or the financing thereof, by selling or borrowing against Receivables Assets (including conduit and warehouse financings) and any Hedging Agreements entered into in connection with such Receivables Assets; provided, that, recourse to the Company or any Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary (as determined by the Company in good faith) for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Company or any Subsidiary (other than a Special Purpose Securitization Subsidiary)).

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

“Pledged Collateral” has the meaning assigned to such term in Section 2.01(a).

“Pledged Debt Securities” has the meaning assigned to such term in Section 2.01(a).

“Pledged Equity Interests” has the meaning assigned to such term in Section 2.01(a).

“Pledged Securities” means any stock certificates, unit certificates, limited liability membership interest certificates and other certificated securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral.

“Proceeds” means “Proceeds” (as such term is defined in Article 9 of the UCC).

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning assigned to such term in Section 6.13.

“Receivables Assets” means, with respect to any Person, accounts receivable, indebtedness and other obligations owed to or owned by such Person (whether now existing or arising or acquired in the future) arising in the ordinary course of business from the sale of goods or services (including any indebtedness or obligation constituting an account, chattel paper, instrument or general intangible),

together with all related security, collateral, collections, contracts, contract rights, guarantees or other obligations in respect thereof, all proceeds and supporting obligations and all other related assets which are of the type customarily transferred in connection with a Securitization Transaction.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, trustees, officers, partners, members, employees, agents and advisors of such Person and such Person’s Affiliates.

“Revolving Credit Agreement” means that certain Revolving Credit Agreement, dated as of August 17, 2018, by and among the Company, the Subsidiaries of the Company from time to time party thereto, the lenders from time to time party thereto, and Bank of America, as the administrative agent.

“Revolving Credit Agreement Additional Obligations” means the Additional Obligations (as defined in the Revolving Credit Agreement); provided, that, the Revolving Credit Agreement Additional Obligations of a Grantor shall exclude any Excluded Swap Obligations with respect to such Grantor.

“Revolving Credit Agreement Obligations” means the Obligations (as defined in the Revolving Credit Agreement), including the Revolving Credit Agreement Additional Obligations.

“Secured Obligations” means, collectively, (a) the Term Loan Credit Agreement Obligations, (b) the Revolving Credit Agreement Obligations, and (c) the Senior Notes Indenture Obligations; provided, that, the Obligations of a Grantor shall exclude any Excluded Swap Obligations with respect to such Grantor.

“Secured Party” means any holder of the Secured Obligations.

“Securities Account” means a “Securities account” (as such term is defined in Article 8 of the UCC).

“Securities Act” means the Securities Act of 1933.

“Securitization Transaction” means, with respect to any Person, any financing transaction or series of financing transactions pursuant to which such Person (or any subsidiary of such Person) may, directly or indirectly, sell, convey or otherwise transfer, or grant a security interest in, any Receivables Assets of such Person (or any subsidiary of such Person), to a special purpose subsidiary of such Person or an Affiliate of such Person.

“Senior Notes Indenture” means each of [(a) the Indenture, dated as of October 14, 2014, between the Company, as issuer, and U.S. Bank National Association, as trustee, relating to the Company’s 4.50% senior notes due 2024, (b) the Indenture, dated as of May 15, 2017, between the Company, as issuer, and U.S. Bank National Association, as trustee, relating to the Company’s 4.875% senior notes due 2027, (c) the Indenture, dated as of June 18, 2018, between the Company, as issuer, and U.S. Bank National Association, as trustee (as supplemented by that certain Officer’s Certificate pursuant to Sections 2.02, 10.04 and 10.05 of the Indenture, dated as of June 18, 2018, provided by the Company), relating to the Company’s 5.875% senior notes due 2026, and (d) the Indenture, dated as of May 15, 2019, between the

Company, as issuer, and U.S. Bank National Association, as trustee, relating to the Company’s 5.25% senior notes due 2029.]²

“Senior Notes Indenture Obligations” means all obligations arising under or in connection with the Senior Notes Indentures for principal, premium, interest, penalties, fees, indemnifications, reimbursements, and other amounts payable pursuant to the Senior Notes Indentures and the documentation entered into in connection therewith.

“Senior Notes Indenture Secured Party” means, as of any date of determination, any Secured Party holding Senior Notes Indenture Obligations as of such date.

“Senior Notes Indenture Trustee” means, as of any date of determination, with respect to any Senior Notes Indenture, the trustee (or other duly authorized agent or representative for the holders of the obligations under such Senior Notes Indenture) as of such date under such Senior Notes Indenture.

“Software” means “Software” (as such term is defined in Article 9 of the UCC).

“Special Purpose Securitization Subsidiary” means a direct or indirect wholly-owned Subsidiary established in connection with a Permitted Securitization Financing for the acquisition of Receivables Assets or interests therein, and which is organized in a manner (as determined by the Company in good faith) intended to reduce the likelihood that it would be substantively consolidated with the Company or any of the Subsidiaries (other than Special Purpose Securitization Subsidiaries) in the event the Company or any such Subsidiary becomes subject to a proceeding under the Bankruptcy Code of the United States (or other insolvency law).

“Subsidiary” means, with respect to any Person, any corporation or other entity with respect to which such Person alone owns, subsidiaries of such Person own, or such Person and one or more of its subsidiaries together own, directly or indirectly, capital stock or other equity interests having ordinary voting power to elect a majority of the members of the board of directors of such corporation or other entity or having a majority interest in the capital or profits of such corporation or other entity.  Unless otherwise specified herein, all references herein to a “Subsidiary” shall refer to a Subsidiary of the Company.

“Supported QFC” has the meaning assigned to such term in Section 6.13.

“Supplement” means an agreement substantially in the form of Exhibit A, or any other form approved by the Collateral Agent.

“Supporting Obligation” means a “Supporting obligation” (as such term is defined in Article 9 of the UCC).

“Swap Obligation” means, with respect to any Grantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Term Loan Credit Agreement” means that certain Term Loan Credit Agreement, dated as of August 17, 2018, by and among the Company, the lenders from time to time party thereto, and Bank of America, as the administrative agent.

“Term Loan Credit Agreement Additional Obligations” means the Additional Obligations (as defined in the Term Loan Credit Agreement); provided, that, the Term Loan Credit Agreement Additional Obligations of a Grantor shall exclude any Excluded Swap Obligations with respect to such Grantor.

“Term Loan Credit Agreement Obligations” means the Obligations (as defined in the Term Loan Credit Agreement), including the Term Loan Credit Agreement Additional Obligations.

“Trademark License” means any written agreement, now or hereafter in effect, granting to any Person any right to use any Trademark owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any Trademark owned by any other Person or that any other Person otherwise has the right to license, and all rights of any Grantor under any such agreement.

“Trademarks” means, with respect to any Person, all of the following now owned or hereafter acquired by such Person: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, domain names, generic top level domain names, other source or business identifiers, designs and general intangibles of like nature, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar office in any State of the United States or any other country or any political subdivision thereof, all extensions or renewals thereof, and all common law rights related thereto, including, in the case of any Grantor, any of the foregoing set forth under its name on Schedule III, and (b) all goodwill associated therewith or symbolized thereby.

“UCC” means the Uniform Commercial Code as in effect in the State of New York; provided, that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“United States” means the United States of America.

“U.S. Special Resolution Regimes” has the meaning assigned to such term in Section 6.13.

SECTION 1.02          Rules of Construction.  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to have the same meaning and effect as the word “shall”.  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in the other Loan Documents), (b) any definition of or reference to any statute, law, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor statutes, rules or regulations), and the statutory rules, regulations, orders and provisions interpreting such statute, law, rule

or regulation, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (d) the words “herein”, “hereof” and “hereunder” and words of similar import shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.  Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, or disposition, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, or disposition, or similar term, as applicable, to, of or with a separate Person.  Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person).

SECTION 1.03          Collateral Limitations.  Notwithstanding anything to the contrary in this Agreement: (a) to the extent that any asset constitutes Excluded Property or to the extent that any other Loan Document excludes any asset from the scope of the Collateral or from any requirement to take any action to perfect any security interest in such asset, the representations, warranties and covenants made by the Grantors herein with respect to the creation, perfection or priority, as applicable, of any security interest granted in favor of the Collateral Agent, for the benefit of the Secured Parties, shall be deemed not to apply to such excluded assets; (b) no deposit account control agreement, securities account control agreement or other control agreements, or (except with respect to Equity Interests that constitute Collateral and are represented or evidenced by certificates or instruments) other perfection by “control” shall be required with respect to any Collateral (including Letter-of-Credit Rights, Chattel Paper, Deposit Accounts, Securities Accounts, Commodity Accounts and intercompany indebtedness); (c) subject to clause (b) above, except to the extent that perfection and priority may be achieved (i) by the filing of a financing statement under the UCC with respect to the applicable Grantor, or (ii) with respect to Equity Interests, by the delivery of certificates or instruments representing or evidencing such Equity Interests along with appropriate undated instruments of transfer executed in blank, no Grantor shall be required to take any action with respect to perfection or priority with respect to any assets or property described in clause (b) above; (d) no Grantor shall be required to obtain any collateral access agreements, warehouse agreements, estoppel, bailee acknowledgments or any similar agreements; (e) no Grantor shall be required to provide any notice or obtain the consent of any Governmental Authority under the Federal Assignment of Claims Act or analogous state laws; and (f) no actions in any jurisdiction outside of the United States or that are necessary to comply with the laws of any jurisdiction outside of the United States shall be required.

ARTICLE II

PLEDGE

SECTION 2.01          Pledge.

(a)          To secure the prompt payment and performance in full when due, whether by lapse or time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in, and right of set off against, any and all right, title and interest of such Grantor in, to and under, whether now owned or existing or owned, acquired or arising hereafter: (i)(A) the Equity Interests owned by such Grantor, including those set forth opposite the name of such Grantor on Schedule I, and (B) all certificates and other instruments representing all such Equity

Interests (the assets referenced in clauses (a)(i)(A) and (a)(i)(B) above being collectively referred to as the “Pledged Equity Interests”); (ii)(A) the debt securities owned by such Grantor, including those listed opposite the name of such Grantor on Schedule I, and (B) all promissory notes and other instruments evidencing all such debt securities (the assets referenced in clauses (a)(ii)(A) and (a)(ii)(B) above being collectively referred to as the “Pledged Debt Securities”); (iii) subject to Section 2.05, all payments of principal, and all interest, dividends or other distributions, whether paid or payable in cash, instruments or other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity Interests and Pledged Debt Securities; (iv) subject to Section 2.05, all rights and privileges of such Grantor with respect to the securities, instruments and other property referred to in clauses (a)(i), (a)(ii) and (a)(iii) above; and (v) all Proceeds of any of the foregoing (the items referred to in clauses (a)(i) through (a)(iv) above being collectively referred to as the “Pledged Collateral”).

(b)          Notwithstanding anything herein to the contrary, to the extent and for so long as any asset is Excluded Property, the security interest granted under Section 2.01(a) shall not attach to, and none of the Pledged Equity Interests, Pledged Debt Securities or other Pledged Collateral shall include, such asset; provided, that, the security interest granted under Section 2.01(a) shall immediately attach to, and the Pledged Equity Interests or the Pledged Debt Securities, as applicable, and the Pledged Collateral shall immediately include, any such asset (or portion thereof) upon such asset (or such portion) ceasing to be Excluded Property.

SECTION 2.02          Delivery of the Pledged Securities.

(a)          Each Grantor agrees to deliver or cause to be delivered to the Collateral Agent any and all Pledged Equity Interests (other than Pledged Equity Interests that are not certificated) (i) on the date of this Agreement, in the case of any such Pledged Equity Interests owned by such Grantor on the date of this Agreement, and (ii) promptly upon receipt thereof, in the case of any such Pledged Equity Interests acquired by such Grantor after the date of this Agreement.  Prior to delivery to the Collateral Agent, all such certificated Pledged Equity Interests held by a Grantor shall be held in trust by such Grantor for the benefit of the Collateral Agent.

(b)          Each Grantor acknowledges and agrees that (i) to the extent any interest in any limited liability company or limited partnership controlled now or in the future by such Grantor (or by such Grantor and one or more other Grantors) and pledged hereunder is a “security” within the meaning of Article 8 of the UCC and is governed by Article 8 of the UCC, such interest shall be certificated (and such certificate shall be delivered to the Collateral Agent in accordance with Section 2.02(a)), and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate.  Each Grantor further acknowledges and agrees that with respect to any interest in any limited liability company or limited partnership controlled now or in the future by such Grantor (or by such Grantor and one or more other Grantors) and pledged hereunder that is not a “security” within the meaning of Article 8 of the UCC, the terms of such interest shall at no time provide that such interest is a “security” within the meaning of Article 8 of the UCC, nor shall such interest be represented by a certificate, unless such Grantor provides prior written notification to the Collateral Agent that the terms of such interest so provide that such interest is a “security” within the meaning of Article 8 of the UCC and such interest is thereafter represented by a certificate (and, in such case, such certificate shall be delivered to the Collateral Agent in accordance with Section 2.02(a)).

(c)          Upon delivery to the Collateral Agent, any Pledged Securities shall be accompanied by undated stock powers or such other proper instruments of assignment duly

executed by the applicable Grantor in blank or other undated instruments of transfer reasonably satisfactory to the Collateral Agent and such other instruments and documents as the Collateral Agent may reasonably request.

SECTION 2.03          Representations and Warranties.  Each Grantor represents and warrants that:

(a)          As of the date of this Agreement, Schedule I sets forth a true and complete list, with respect to such Grantor, of (i) all the Pledged Equity Interests owned by such Grantor, the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor, and, in the case of any certificated Pledged Equity Interests, the certificate number (and number of units represented by each such certificate) for any certificate evidencing such Pledged Equity Interests, and (ii) all the Pledged Debt Securities owned by such Grantor.

(b)          The Pledged Equity Interests and Pledged Debt Securities issued by such Grantor have been duly and validly authorized and issued by such Grantor and (i) in the case of Pledged Equity Interests, are fully paid and nonassessable (to the extent applicable), and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of such Grantor, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law.

(c)          Except for the security interests granted hereunder, such Grantor (i) is and, subject to any transfers made in compliance with the Loan Documents, will continue to be the direct owner, beneficially and of record, of the Pledged Equity Interests and Pledged Debt Securities owned by such Grantor, (ii) holds the Pledged Equity Interests and Pledged Debt Securities owned by such Grantor free and clear of all Liens, other than Liens created by this Agreement and other Liens permitted under the Loan Documents, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than (A) Liens created by this Agreement, (B) other Liens permitted under the Loan Documents, and (C) transfers made in compliance with the Loan Documents, and (iv) upon the reasonable written request of the Collateral Agent, or upon such Grantor obtaining knowledge thereof, will use commercially reasonable efforts to defend its title or interest in and to the Pledged Collateral against any and all Liens (other than the Liens created by this Agreement and other Liens permitted by the Loan Documents), however arising, of all Persons whomsoever.

(d)          Except for restrictions and limitations (i) imposed by (A) the Loan Documents, (B) securities laws, and (C) in the case of Equity Interests in Foreign Subsidiaries, applicable local laws, and (ii) existing as of the date of this Agreement (or in the case of any Subsidiary acquired after the date of this Agreement that is not a wholly-owned Subsidiary, as of the date the Equity Interests in such Subsidiary were acquired) in the articles or certificate of incorporation, bylaws or other organizational documents of any Subsidiary, (1) the Pledged Collateral is and will continue to be freely transferable and assignable, and (2) none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder.

(e)          Such Grantor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated.

(f)          No consent or approval of any Governmental Authority, any securities exchange or any other Person was, is or will be required for the validity of the pledge effected hereby (other than (i) such as have been obtained and are in full force and effect, (ii) registrations or filings necessary to perfect Liens created hereunder required by applicable law, and (iii) any consent or approval the failure to obtain or make, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect).

(g)          This Agreement creates a legal and valid security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in the Pledged Collateral of such Grantor and when properly perfected by filing, shall constitute a valid and perfected, first priority (subject to Liens permitted by the Loan Documents) security interest in the Pledged Collateral of such Grantor, to the extent such security interest can be perfected by filing under the UCC.  Subject to applicable local laws in the case of Equity Interests in any Foreign Subsidiary, the taking of possession by the Collateral Agent of the Pledged Securities will perfect and establish the first priority of the Collateral Agent’s security interest in all Pledge Securities that are “securities” within the meaning of Article 8 of the UCC.

SECTION 2.04          Registration in Nominee Name; Denominations.  The Collateral Agent, on behalf of the Secured Parties, shall hold the Pledged Securities in the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent or, if an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the right to hold any Pledged Securities in its own name as pledgee or in the name of its nominee (as pledgee or as sub-agent).  If an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

SECTION 2.05          Voting Rights; Dividends and Interest.

(a)          Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have provided notice to the Company that the Grantors rights, in whole or in part, under this Section 2.05 are being suspended:

(i)          each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Collateral or any part thereof in any manner not in violation of the terms of this Agreement and the other Loan Documents;

(ii)          the Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to Section 2.05(a)(i); and

(iii)          each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral, but only to the extent that such dividends, interest, principal and other distributions are permitted by, and are otherwise paid or distributed in accordance with, the terms and conditions of the Loan Documents and applicable law; provided, that, any non-cash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Debt Securities held by a Grantor, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the

issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral and, if received by any Grantor and required to be delivered to the Collateral Agent hereunder, shall not be commingled by such Grantor with any of its other funds or property (but shall be held separate and apart therefrom), shall be held in trust for the benefit of the Collateral Agent and shall be delivered to the Collateral Agent promptly and in the form in which they shall have been received (with any endorsements, stock or note powers and other instruments of transfer reasonably requested by the Collateral Agent).

(b)          Upon the occurrence and during the continuance of an Event of Default and after the Collateral Agent shall have notified the Company of the suspension of the Grantors’ rights under Section 2.05(a)(iii), all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to Section 2.05(a)(iii) shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions.  All dividends, interest, principal and other distributions received by any Grantor contrary to the provisions of this Section 2.05(b) shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Collateral Agent promptly and in the form in which they shall have been received (with any necessary endorsements, stock powers or other instruments of transfer reasonably requested by the Collateral Agent).  Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this Section 2.05(b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property, shall be held as security for the payment and performance of the Secured Obligations and shall be applied in accordance with the provisions of Section 4.04.

(c)          Upon the occurrence and during the continuance of an Event of Default and after the Collateral Agent shall have notified the Company of the suspension of the Grantors’ rights under Section 2.05(a)(i), all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to Section 2.05(a)(i), and the obligations of the Collateral Agent under Section 2.05(a)(i), shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers.

ARTICLE III

SECURITY INTERESTS IN PERSONAL PROPERTY

SECTION 3.01          Security Interest.

(a)          To secure the prompt payment and performance in full when due, whether by lapse or time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in, and right of set off against, any and all right, title and interest of such Grantor in, to and under, whether now owned or existing or owned, acquired or arising hereafter (collectively, the “Article 9 Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) the Commercial Tort Claims described on Schedule II (as such schedule may be supplemented from time to time pursuant to Section 3.03(e)); (iv) all Deposit Accounts; (v) all Documents; (vi) all

Equipment; (vii) all Fixtures; (viii) all General Intangibles; (ix) all Goods; (x) all Instruments; (xi) all Intellectual Property; (xii) Inventory; (xiii) all Investment Property; (xiv) all Letter-of-Credit Rights; (xv) all Money, cash and cash equivalents; (xvi) all Payment Intangibles; (xvii) all Software; (xviii) all Supporting Obligations; (xix) all books and records pertaining to the Article 9 Collateral; and (xx) all Accessions, Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, that, notwithstanding anything herein to the contrary, to the extent and for so long as any asset is Excluded Property, the security interest granted under this Section 3.01(a) shall not attach to, and the Article 9 Collateral shall not include, such asset; provided, further, that, such security interest  shall immediately attach to, and the Article 9 Collateral shall immediately include, any such asset (or portion thereof) upon such asset (or such portion) ceasing to be Excluded Property.

(b)          Each Grantor hereby irrevocably authorizes the Collateral Agent (or its designee) at any time and from time to time (i) to file in any relevant jurisdiction any financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (A) indicate the Collateral as “all assets, whether now owned or hereafter acquired” of such Grantor or words of similar effect or of a lesser scope or with greater detail, and (B) contain the information required by Article 9 of the UCC for the filing of any financing statement or amendment, and (ii) to file with the United States Patent and Trademark Office or the United States Copyright Office such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Grantor pursuant to Section 3.01(a).  Each Grantor agrees to provide the information required for any such filing to the Collateral Agent promptly upon request.  Each Grantor also ratifies its authorization for the Collateral Agent (or its designee) to file in any relevant jurisdiction or filing office any of the foregoing financing statements, documents or amendments thereto if filed prior to the date of this Agreement.

(c)          The security interests granted pursuant to Section 2.01(a) and Section 3.01(a) are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

SECTION 3.02          Representations and Warranties.  Each Grantor represents and warrants that:

(a)          Such Grantor has good and valid rights in and title to the Article 9 Collateral with respect to which it has purported to grant a security interest pursuant to Section 3.01(a) and has full power and authority to grant to the Collateral Agent a security interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person, other than (i) any consent or approval that has been obtained, and (ii) any consent or approval the failure to obtain would not reasonably be expected to result in a Material Adverse Effect.

(b)          This Agreement creates a legal and valid security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in the Article 9 Collateral of such Grantor and when properly perfected by filing, shall constitute a valid and perfected, first priority (subject to Liens permitted by the Loan Documents) security interest in the Article 9 Collateral of such Grantor, to the extent such security interest can be perfected by filing under the UCC.

(c)          Schedule III sets forth, as of the date of this Agreement, a true and correct list, with respect to such Grantor, of (i) all Patents that have been granted by the United States Patent

and Trademark Office and Patents for which United States applications are pending, (ii) all Copyrights that have been registered with the United States Copyright Office and Copyrights for which United States registration applications are pending, (iii) all Trademarks that have been registered with the United States Patent and Trademark Office and Trademarks for which United States registration applications are pending, and (iv) all United States exclusive Copyright Licenses under which such Grantor is a licensee, as applicable, specifying, with respect to any such Patents, Copyrights or Trademarks, the name of the registered owner, title or type of mark, registration or application number, and registration date (if already registered) or filing date, and with respect to any such exclusive Copyright Licenses, the licensee, licensor and date of such license agreement.

(d)          Schedule II sets forth, as of the date of this Agreement, a true and complete list, with respect to such Grantor, of each Commercial Tort Claim in respect of which a complaint or counterclaim has been filed by such Grantor for which such Grantor has determined that it reasonably expects to recover at least $5,000,000, including a summary description of such claim.

SECTION 3.03          Covenants.

(a)          Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to any material portion of the Article 9 Collateral against all Persons, except with respect to Article 9 Collateral that such Grantor determines in its good faith business judgment is no longer necessary or beneficial to the conduct of such Grantor’s business, and to defend the security interest granted to the Collateral Agent in such portion of the Article 9 Collateral and the priority thereof against any Lien not permitted pursuant to the Loan Documents.

(b)          Each Grantor agrees, at its own expense, to execute any and all documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, intellectual property notice filings and other documents), that may be required under any applicable law, or that the Collateral Agent may reasonably request, to assure the Collateral Agent of the creation, perfection and priority of the security interests in the Article 9 Collateral or otherwise to effectuate the provisions of this Agreement, all at its expense.  Each Grantor agrees to provide to the Collateral Agent, from time to time upon request, evidence reasonably satisfactory to the Collateral Agent as to the perfection and priority of the Liens created or intended to be created by this Agreement.

(c)          At its option, after the occurrence and during the continuance of an Event of Default and upon notice to the applicable Grantor, the Collateral Agent may discharge past due taxes, assessments, charges, fees and Liens at any time levied or placed on the Article 9 Collateral that are not permitted by the Loan Documents, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by this Agreement or the other Loan Documents, and each Grantor jointly and severally agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization (and any such payment made or expense incurred shall be an additional Secured Obligation secured hereby).

(d)          Each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof.

(e)          Concurrently with the delivery of annual financial statements pursuant to the Loan Documents, the Grantors shall deliver to the Collateral Agent updated Schedules I, II and III such that, as so supplemented, the representations and warranties set forth in Sections 2.03(a), 3.02(c) and 3.02(d) are true and correct as of such date as if made on and as of such date (after giving effect to such schedules, as so supplemented).

(f)          Each Grantor agrees: (i) that it will not take any action or omit to take any action (and will exercise commercially reasonable efforts to prevent its licensees from taking any action or omitting to take any action) whereby any Patent material to the conduct of the business of such Grantor may become invalidated or dedicated to the public (except as a result of expiration of such Patent at the end of its statutory term), and agrees that it shall continue to mark any products covered by any such Patent with the relevant patent number as necessary and sufficient to establish and preserve its rights under applicable patent laws; (ii) for each Trademark material to the conduct of such Grantor’s business (A) to maintain such Trademark in full force, free from any valid claim of abandonment or invalidity for non‑use, (B) to maintain the quality of products and services offered under such Trademark, (C) to display such Trademark, if registered, with notice of Federal or foreign registration to the extent necessary and sufficient to establish and preserve its rights under applicable law, (D) not to knowingly use or knowingly permit the use of such Trademark in violation of any third-party rights, and (E) not to adopt or use any mark which is confusingly similar or a colorable imitation of such Trademark unless the Collateral Agent, for the benefit of the Secured Parties, shall obtain a perfected security interest in such mark pursuant to this Agreement; (iii) for each work covered by a Copyright material to the conduct of the business of such Grantor, to use commercially reasonable efforts to continue to publish, reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary and sufficient to establish and preserve its rights under applicable copyright laws; (iv) to notify the Collateral Agent promptly if it knows that any Patent, Trademark or Copyright material to the conduct of the business of such Grantor may become abandoned, lost or dedicated to the public, or of any materially adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, United States Copyright Office or any court or similar office of any country) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right to register the same, or its right to keep and maintain the same; (v) to all necessary steps that are consistent with its current practice (A) in any proceeding before the United States Patent and Trademark Office, United States Copyright Office or any office or agency in any political subdivision of the United States or in any other country or any political subdivision thereof, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration), and (B) to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of such Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancelation proceedings against third parties; and (vi) in the event that such Grantor has reason to believe that any Article 9 Collateral consisting of a Patent, Trademark or Copyright material to the conduct of such Grantor’s business has been or is about to be infringed, misappropriated or diluted by a third party, to promptly notify the Collateral Agent and shall, if consistent with good business judgment, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to protect such Article 9 Collateral; provided, that, notwithstanding the foregoing, nothing in this Section 3.03(f) shall (1) prohibit any disposition permitted under the Loan Documents, or (2) require any Grantor to take any action or omit to take any action to the extent

that the failure to take such action or omission, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.04          Licenses.  Upon the occurrence and during the continuance of an Event of Default, each Grantor shall, upon the request of the Collateral Agent, use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License under which such Grantor is a licensee to effect the assignment of all such Grantor’s right, title and interest thereunder to the Collateral Agent or its designee.

ARTICLE IV

REMEDIES

SECTION 4.01          Remedies Upon Event of Default.  Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent shall have the right to take any of or all the following actions at the same or different times: (a) with respect to any Article 9 Collateral consisting of Intellectual Property, on demand, to cause the security interest granted pursuant to this Agreement to become an assignment, transfer and conveyance of any of or all such Article 9 Collateral by the applicable Grantors to the Collateral Agent, or to license or sublicense, whether general, special or otherwise, any such Article 9 Collateral throughout the world on such terms and conditions as set forth in Section 4.02 (other than in violation of any then‑existing licensing arrangements to the extent that waivers cannot be obtained), and (b) with or without legal process and with or without prior notice or demand for performance, to take possession of the Article 9 Collateral and without liability for trespass to enter any premises where the Article 9 Collateral may be located for the purpose of taking possession of or removing the Article 9 Collateral and, generally, to exercise any and all rights afforded to a secured party under the UCC or other applicable law.  Without limiting the generality of the foregoing, each Grantor agrees that the Collateral Agent shall have the right, subject to the requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate.  Any purchaser at any sale of Collateral shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal that such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Collateral Agent shall give the applicable Grantors 10 days’ prior written notice (which each Grantor agrees is reasonable notice under the applicable provisions of the UCC) of the Collateral Agent’s intention to make any sale of Collateral.  Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange.  Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale.  At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine.  The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, notwithstanding that notice of sale of such Collateral shall have been given.  The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned.  In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or

purchasers thereof, but the Collateral Agent and the other Secured Parties shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice.  In the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any other Secured Party, to the maximum extent permitted by applicable law, may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Collateral Agent, as agent for and representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of the Secured Parties at such sale or other disposition.  For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement, all Events of Default shall have been remedied and the Secured Obligations paid in full.  As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court‑appointed receiver.  Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to commercially reasonable standards as provided in the UCC.

SECTION 4.02          Grant of License to Use Intellectual Property.  Solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, upon the occurrence and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, and, to the extent permitted by applicable law, the right to prosecute and maintain all Intellectual Property and the right to sue for infringement of the Intellectual Property; provided, that, (a) such license shall be subject to the rights of any licensee under any exclusive license granted prior to such Event of Default, (b) to the extent such license is a sublicense of a Grantor’s rights under any third party license, the license to the Collateral Agent shall be in accordance with any limitations in such third party license, including prohibitions on further sublicensing, and (c) such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the products and services in connection with which any such Trademarks are used sufficient to preserve the validity of such Trademarks.  Upon the occurrence and during the continuance of an Event of Default, each Grantor further agrees to cooperate with the Collateral Agent in any attempt to prosecute or maintain the Intellectual Property or sue for infringement of the Intellectual Property.  The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, that, any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

SECTION 4.03          Securities Act.  In view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the Securities Act with respect to any disposition of the Pledged Collateral permitted hereunder.  Each Grantor understands that compliance with the Securities Act might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged

Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same.  Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect.  Each Grantor recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Pledged Collateral, and shall be authorized to, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account for investment, and not with a view to the distribution or resale thereof, and upon consummation of any such sale may assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold.  Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion, (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Securities Act or, to the extent applicable, Blue Sky or other state securities laws, and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale.  Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions.  In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of potential purchasers (or a single purchaser) were approached.  The provisions of this Section 4.03 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.

SECTION 4.04          Application of Proceeds.  Notwithstanding any other provisions of the Loan Documents to the contrary, after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s election, the Collateral Agent may apply all or any part of proceeds constituting Collateral in payment of the Secured Obligations in the following order:

First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel) payable to the Collateral Agent, in its capacity as such, under this Agreement and the other Loan Documents;

Second, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel) payable to the Collateral Agent and any Senior Notes Indenture Trustee, ratably among the Collateral Agent and any Senior Notes Indenture Trustee according to the amounts of such fees, indemnities, expenses and other amounts then due and owing and remaining unpaid to the Collateral Agent and any Senior Notes Indenture Trustee;

Third, to the Collateral Agent, for application by the Collateral Agent to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest, Term Loan Credit Agreement Additional Obligations, and Revolving Credit Agreement Additional Obligations), ratably among the Secured Parties according to the amounts of such fees, indemnities and other amounts then due and owing and remaining unpaid to the Secured Parties;

Fourth, to the Collateral Agent, for application by the Collateral Agent to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on or in respect of the Secured Obligations (other than any such accrued or unpaid interest on or in respect of the Term

Loan Credit Agreement Additional Obligations or the Revolving Credit Agreement Additional Obligations), ratably among the Secured Parties according to the amounts of such accrued and unpaid interest then due and owing and remaining unpaid to the Secured Parties;

Fifth, to the Collateral Agent, for application by the Collateral Agent to payment of that portion of the Secured Obligations constituting (a) unpaid principal on or in respect of the Secured Obligations, (b) Term Loan Credit Agreement Additional Obligations, and (c) Revolving Credit Agreement Additional Obligations, ratably among the Secured Parties according to the amounts of such unpaid principal, Term Loan Credit Agreement Additional Obligations and Revolving Credit Agreement Additional Obligations then due and owing and remaining unpaid to the Secured Parties;

Sixth, to the Collateral Agent, for application by the Collateral Agent to payment of all other Secured Obligations and other obligations which shall have become due and payable and not repaid pursuant to clauses First through Fifth above, ratably among the Secured Parties according to the amount of the Secured Obligations and other obligations then due and owing and remaining unpaid to the Secured Parties; and

Seventh, the balance, if any, to the Company or as otherwise required by law.

Notwithstanding anything set forth in this Section 4.04, (a) Excluded Swap Obligations with respect to any Grantor shall not be paid with amounts received from such Grantor or its assets, but appropriate adjustments shall be made with respect to payments from other Grantors to preserve the allocation to the Secured Obligations otherwise contemplated by this Section 4.04, and (b) Term Loan Credit Agreement Additional Obligations and Revolving Credit Agreement Additional Obligations shall be excluded from the application described in this Section 4.04 if the Collateral Agent has not received notice of such obligations as required pursuant to the Loan Documents, together with such supporting documentation as the Collateral Agent may request.

In making the determination and allocations required by this Section 4.04, with respect to any Senior Notes Indenture, the Collateral Agent may conclusively rely upon information supplied by the Senior Notes Indenture Trustee for such Senior Notes Indenture as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Senior Notes Indenture Obligations with respect to such Senior Notes Indenture, and, in each case, the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information.

If, despite the provisions of this Agreement, any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Secured Obligations to which it is then entitled in accordance with this Agreement, such Secured Party shall hold such payment or recovery in trust for the benefit of all Secured Parties for distribution in accordance with this Section 4.04.

By accepting the benefits of this Agreement, each of the Secured Parties hereby agrees not to challenge or question in any proceeding the validity or enforceability of this Agreement (in each case as a whole or any term or provision contained herein) or the validity of any Lien or financing statement in favor of the Collateral Agent for the benefit of all the Secured Parties as provided in this Agreement, or the equal and ratable sharing of any such Lien.

ARTICLE V

APPOINTMENT AND AUTHORIZATION OF THE COLLATERAL AGENT; DUTY OF CARE; ACTION BY THE COLLATERAL AGENT

SECTION 5.01          Appointment and Authorization.  By accepting the benefits hereof, each of the Secured Parties hereby irrevocably appoints the Collateral Agent as its agent for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Grantors to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto, and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of this Agreement or the other Loan Documents, together with such powers and discretion as are reasonably incidental, and the Collateral Agent hereby accepts such appointment.  By accepting the benefits of this Agreement, each of the Secured Parties agrees to indemnify the Collateral Agent as contemplated by Section 6.03(c).

Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary to accomplish the purposes hereof, which appointment is exercisable only after the occurrence and during the continuance of an Event of Default, and is irrevocable and coupled with an interest.  Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor: (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, that, nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby.

SECTION 5.02          The Collateral Agent’s Duty of Care.  Other than the exercise of reasonable care to assure the safe custody of the Collateral while being held by the Collateral Agent hereunder and accounting for Money actually received by the Collateral Agent, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Grantors shall be responsible for preservation of all rights in the Collateral, and the Collateral Agent shall be relieved of all responsibility for the Collateral upon surrendering it or tendering the surrender of it to the Grantors.  The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for taking any necessary steps to preserve rights against any parties with respect to any of the Collateral.

SECTION 5.03          Action by the Collateral Agent.

(a)          Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document, the Collateral Agent shall not (i) be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, or (ii) have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Grantor that is communicated to the Collateral Agent or any of its Affiliates in any capacity.  The Collateral Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Collateral Agent by another Secured Party, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (A) any statement, warranty or representation made in or in connection with this Agreement, any other Loan Document or any Senior Notes Indenture, (B) the contents of any certificate, report or other document delivered under or in connection with this Agreement, any other Loan Document or any Senior Notes Indenture, (C) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in this Agreement, any other Loan Document, any Senior Notes Indenture or the occurrence of any Default or Event of Default, (D) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document, any Senior Notes Indenture or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by this Agreement, (E) the value or the sufficiency of any Collateral, or (F) the satisfaction of any condition set forth in this Agreement, any other Loan Document or any Senior Notes Indenture, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent.

(b)          The obligations of the Collateral Agent to any Senior Notes Indenture Secured Party shall be limited solely to (i) holding the Collateral for the ratable benefit of such Senior Notes Indenture Secured Party for so long as (A) the Senior Notes Indenture Obligations held by such Senior Notes Indenture Secured Party remain outstanding, and (B) the Senior Notes Indenture Obligations held by such Senior Notes Indenture Secured Party are secured by the Collateral, (ii) subject to the terms of this Agreement, enforcing the rights of such Senior Notes Indenture Secured Party in respect of Collateral, and (iii) distributing any proceeds received by the Collateral Agent from the sale, collection or realization of the Collateral to such Senior Notes Indenture Secured Party in respect of the Senior Notes Indenture Obligations held by such Senior Notes Indenture Secured Party in accordance with the terms of this Agreement.  No Senior Notes Indenture Secured Party shall be entitled to exercise (or direct the Collateral Agent to exercise) any rights or remedies hereunder with respect to the Senior Notes Indenture Obligations held by such Senior Notes Indenture Secured Party or the Collateral, including the right to enforce actions pursuant to this Agreement, request any action, institute proceedings, give any instructions or notices, make any election, make collections, sell or otherwise foreclose on any portion of the Collateral or receive any payment (except for its right to receive payments in the manner expressly provided in Section 4.04).  This Agreement shall not create any liability of the Collateral Agent to the Senior Notes Indenture Secured Parties by reason of actions with respect to the creation, perfection or continuation of the security interests on the Collateral, actions with respect to the occurrence of a Default or an Event of Default, actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the Collateral, actions with respect to the collection of any claim for all or any part of the Senior Notes Indenture Obligations from any debtor, guarantor or any other party or the valuation, use or protection of the Collateral.  By acceptance of the benefits under this Agreement, each Senior Notes Indenture Secured Party will be deemed to have acknowledged and agreed that the provisions of this Section 5.03(b) are intended to induce the Senior Notes Indenture Secured Parties to permit such Persons to be Secured Parties under this Agreement and are being relied upon by the Senior Notes Indenture Secured Parties as consideration therefor.

(iii)          The Collateral Agent shall not be required to ascertain or inquire as to the performance by the Grantors of any of the Senior Note Indenture Obligations.

(iv)         By accepting the benefits hereof, each Secured Party acknowledges that it has, independently and without reliance upon the Collateral Agent or any other Secured Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision regarding the making or continuation of extensions of credit to the Grantors.  By accepting the benefits hereof, each Secured Party also acknowledges that it will, independently and without reliance upon the Collateral Agent or any other Secured Party and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents, any Senior Notes Indenture, and any related agreement or any document furnished hereunder or thereunder.

ARTICLE VI

MISCELLANEOUS

SECTION 6.01         Notices.

(a)          Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to Section 6.01(b)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i)          if to any Grantor, care of the Company, to it at 1950 Hassell Road, Hoffman Estates, IL 60169, Attention of General Counsel (Fax No. 847-839-2604), with a copy to Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, NY 10019-6064, Attention of Monica K. Thurmond (Fax No. 212-492-0055); and

(ii)          if to the Collateral Agent, to Bank of America, 900 W. Trade St., 6th Floor, NC1-026-06-03, Charlotte, NC 28255, Attention: Melissa Mullis (Telephone: 980-386-9372; Facsimile: 704-409-0617; Email: melissa.mullis@baml.com).

(b)          The Collateral Agent or any Grantor may, in its 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 and may be limited to particular notices or communications.

(c)          Any party hereto may change its address or fax number for notices and other communications hereunder by notice to the other parties hereto.  All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

SECTION 6.02          Waivers; Amendments.  This Agreement and the provisions hereof may not be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the parties hereto; provided, that, notwithstanding the foregoing, (a) this Agreement and the provisions hereof may not be waived, amended or modified unless such waiver, amendment or modification is permitted pursuant to the Loan Documents, (b) any update to the schedules hereto delivered pursuant to Section 3.03(e) shall not constitute an amendment or modification to this Agreement for purposes of this

Section 6.02, (c) the execution and delivery of any Supplement pursuant to Section 6.15, and any update to the schedules hereto pursuant to a Supplement, shall not constitute an amendment or modification to this Agreement for purposes of this Section 6.02, and (d) in connection with the occurrence of any event, or the satisfaction of any condition, that requires the obligations under any Other Senior Notes Indenture, pursuant to the terms and provisions of such Other Senior Notes Indenture, to become Secured Obligations, this Agreement may be amended by the Company and the Collateral Agent to include as Secured Obligations any obligations under such Other Senior Notes Indenture as required by such Other Senior Notes Indenture.  No failure or delay by the Collateral Agent or any other Secured Party in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Collateral Agent and any other Secured Party hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of this Agreement or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by this Section 6.02, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 6.03          Expenses; Indemnity; Damage Waiver.

(a)          The Grantors shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of one counsel for the Collateral Agent, in connection with the preparation and administration of this Agreement and any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent or any other Secured Party, including the reasonable and documented fees, charges and disbursements of any counsel for the Collateral Agent or any other Secured Party, incurred during any workout, restructuring or negotiations in respect of the Secured Obligations or in connection with the enforcement or protection of its rights under this Agreement, including its rights under this Section or in connection with the Secured Obligations.

(b)          The Grantors shall indemnify the Collateral Agent, each other Secured Party and each Related Party of any of the foregoing Persons (each of the foregoing being called an “Indemnitee”), against, and hold each Indemnitee harmless from, any and all losses, liabilities and out-of-pocket costs or expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee (whether by a third party or by a Grantor or any of its Affiliates, and whether based on contract, tort or any other theory) arising out of, in connection with, or as a result of (i) the consummation of the transactions contemplated hereby, (ii) any Secured Obligation or the use of the proceeds therefrom, (iii) the execution, delivery or performance by the Grantors of this Agreement, or any actions or omissions of the Grantors in connection therewith, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, that, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, liabilities, costs or expenses shall have (A) been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee, (B) resulted from a claim brought by a Grantor against an Indemnitee or any of its Related Parties for a material breach in bad faith of such Indemnitee’s obligations hereunder, if such Grantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent

jurisdiction to the effect that such a material breach in bad faith has occurred, or (C) arisen from any claim, action, suit, inquiry, litigation, investigation or proceeding that does not involve an act or omission of the Grantors or any of their respective Affiliates and is brought by an Indemnitee against another Indemnitee (other than any claim, action, suit, inquiry, litigation, investigation or proceeding against the Collateral Agent in its capacity as such).

(c)          To the extent that the Grantors fail to pay any amount required to be paid by it under Section 6.03(a) or (b), each Secured Party severally agrees to pay to the Collateral Agent such Secured Party’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that, the unreimbursed loss, liability, cost or expense, as the case may be, was incurred by or asserted against the Collateral Agent or against any Related Party acting for the Collateral Agent (or any sub-agent) in connection with such capacity.  For purposes hereof, a Secured Party’s “pro rata share” shall be determined based upon its share of the sum of the aggregate Secured Obligations then existing.

(d)          To the extent permitted by applicable law, no Grantor shall assert, and each Grantor hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with or as a result of this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby, any Secured Obligation or the use of the proceeds thereof.  No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the transactions contemplated hereby, other than for damages resulting from the gross negligence, bad faith or willful misconduct of such Indemnitee as determined by a final nonappealable judgment of a court of competent jurisdiction.

(e)          All amounts due under this Section 6.03 shall be payable within 15 Business Days after receipt of a reasonably detailed invoice therefor.

SECTION 6.04       Successors and Assigns.  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 no Grantor may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Collateral Agent (and any attempted assignment or transfer without such consent shall be null and void); provided, that, notwithstanding the foregoing, no such assignment or transfer shall be permitted unless also permitted pursuant to the Loan Documents.  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, and, to the extent expressly contemplated by this Agreement or any other Loan Document, the sub-agents of the Collateral Agent and the Related Parties of each of the Collateral Agent and the other Secured Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement.

SECTION 6.05      Survival. All covenants, agreements, representations and warranties made by the Grantors herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement, regardless of any investigation made by any such other party or on its behalf, and shall continue in full force and effect as long as the Secured Obligations are outstanding and unpaid.  The provisions of Sections 6.03 and clause (b) of Section 6.12 shall survive and remain in full force and effect regardless of the repayment of the Secured Obligations or the termination of this Agreement or any provision hereof.

SECTION 6.06        Counterparts.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Agreement by fax or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 6.07        Severability.  Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 6.08        Governing Law; Jurisdiction; Consent to Service of Process.

(a)          This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b)          Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement against any Grantor or its properties in the courts of any jurisdiction.

(c)          Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any court referred to in Section 6.08(b).  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)          Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 6.01.  Nothing in this Agreement will affect the right of any party hereto or thereto to serve process in any other manner permitted by law.

SECTION 6.09        WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE

BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 6.10          Headings.  Article and Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 6.11        Electronic Execution.  This Agreement and any other document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a “Communication”), including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using an Electronic Signature.  Each Grantor agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on such Grantor to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of such Grantor enforceable against such Grantor in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered.  Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication.  For the avoidance of doubt, the authorization under this Section may include use or acceptance by the Collateral Agent of a manually signed paper Communication which has been converted into electronic form (such as scanned into .pdf format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention.  The Collateral Agent may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of the Collateral Agent’s business, and destroy the original paper document.  All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record.  Notwithstanding anything contained herein to the contrary, the Collateral Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Collateral Agent pursuant to procedures approved by it; provided, that, without limiting the foregoing, (a) to the extent the Collateral Agent has agreed to accept such Electronic Signature, the Collateral Agent shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of a Grantor without further verification, and (b) upon the request of the Collateral Agent, any Electronic Signature shall be promptly followed by such manually executed counterpart.  For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

SECTION 6.12         Payments Set Aside.  To the extent that any payment by or on behalf of any Grantor is made to the Collateral Agent or any other Secured Party, or the Collatreal Agent or any other Secured Party exercises any right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Collateral Agent or such other Secured Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any debtor relief law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Secured Party shall pay to the Collateral Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Collateral Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to an overnight rate from time to time in effect and determined by the Collateral Agent in accordance with banking industry rules on interbank compensation.

SECTION 6.13          Acknowledgement Regarding Any Supported QFCs.  To the extent that this Agreement provides support, through a guarantee or otherwise, for any Hedging Agreement or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that this Agreement and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States), in the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and this Agreement were governed by the laws of the United States or a state of the United States.

SECTION 6.14          Termination or Release.

(a)          This Agreement shall remain in full force and effect until such time as the Secured Obligations have been paid in full, at which time this Agreement shall automatically terminate.  Upon the termination of this Agreement, the Collateral Agent shall, upon the request and at the expense of the Grantors, execute and deliver all documents reasonably requested by the Grantors to evidence such termination.

(b)          By accepting the benefits hereof, each Secured Party irrevocably authorizes and directs the Collateral Agent, at its option and in its discretion: (i) to release any Lien on any property granted to or held by the Collateral Agent under this Agreement (A) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition not prohibited under the Loan Document, (B) to the extent such property becomes Excluded Property, or (C) if approved, authorized or ratified in accordance with the provisions of the Loan Documents; (ii) to subordinate any Lien on any property of any Grantor granted to or held by the Collateral Agent under this Agreement to the holder of any Lien on such property, to the extent that (A) such property constitutes fixed or capital assets acquired, constructed or improved by such Grantor, and (B) such Lien is permitted pursuant to the terms of the Loan Documents; and (iii) to release any Grantor from its obligations under this Agreement (including the release of all Liens on such Grantor’s property granted to or held by the Collateral Agent under this Agreement) if such Person cease to be a Subsidiary (or otherwise becomes an Excluded Subsidiary) as a result of a transaction not prohibited under the Loan Documents; provided, that, no such release shall occur pursuant to this clause (iii) if such Grantor continues to be obligated in respect of any Secured Obligations.  In each case as specified in the immediately preceding sentence, the Collateral Agent will, at the Company’s expense, execute and deliver to the applicable Grantor such documents as such Grantor may reasonably request to evidence the release of such item of Collateral from the security interest granted under this Agreement or to

subordinate its interest in such item, or to release such Grantor from its obligations under this Agreement, in each case in accordance with the terms of the immediately preceding sentence.

SECTION 6.15          Additional Subsidiaries.  At any time after the execution of this Agreement, each Subsidiary that is required to become a Grantor shall become a party to this Agreement upon execution and delivery by the Collateral Agent and such Subsidiary of a Supplement and, immediately upon such execution and delivery, and without any further action, such Subsidiary shall (a) become a party to this Agreement as a Grantor and shall have all of the rights and obligations of a Grantor hereunder, and (b) be deemed to have to have made the representations and warranties set forth herein, and shall be bound by all of the terms, covenants and conditions hereof to the same extent as if such Subsidiary had executed this Agreement on the original date hereof.  The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any additional Subsidiary as a party to this Agreement.

SECTION 6.16          Security Interest Absolute.  All rights of the Collateral Agent hereunder, the security interests granted pursuant hereto, and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of this Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment to or waiver of, or any consent to any departure from, this Agreement, any other agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or non-perfection of any Lien on other collateral securing, or any release or amendment to or waiver of, or any consent to any departure from, any guarantee of, all or any of the Secured Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Secured Obligations or this Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

SCHEDULE I

PLEDGED EQUITY INTERESTS; PLEDGED DEBT SECURITIES

SCHEDULE II

COMMERCIAL TORT CLAIMS

SCHEDULE III

INTELLECTUAL PROPERTY

EXHIBIT A

[FORM OF] SUPPLEMENT

SUPPLEMENT NO. [__], dated as of [__] (this “Supplement”), to that certain Security and Pledge Agreement, dated as of [__] (as amended, restated, supplemented or otherwise modified from time to time, the “Security and Pledge Agreement”), by and among CDK GLOBAL, INC., a Delaware corporation (the “Company”), the other Grantors party thereto, and BANK OF AMERICA, N.A., as Collateral Agent.  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security and Pledge Agreement.  The rules of construction specified in Section 1.02 of the Security and Pledge Agreement shall apply to this Supplement, mutatis mutandis.

The undersigned Subsidiary (the “New Subsidiary”) is executing this Supplement to become a Grantor under the Security and Pledge Agreement.

Accordingly, the Collateral Agent and the New Subsidiary agree as follows:

SECTION 1.  In accordance with Section 6.15 of the Security and Pledge Agreement, the New Subsidiary by its signature below becomes a Grantor under the Security and Pledge Agreement with the same force and effect as if originally named therein as a Grantor.  The New Subsidiary hereby (a) agrees to all the terms and provisions of the Security and Pledge Agreement applicable to it in such capacity, and (b) represents and warrants that the representations and warranties made by it in such capacity thereunder are true and correct on and as of the date hereof.  In furtherance of the foregoing, to secure the prompt payment and performance in full when due, whether by lapse or time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, the New Subsidiary hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in, and right of set off against, any and all right, title and interest of the New Subsidiary in, to and under, whether now owned or existing or owned, acquired or arising hereafter in, the Collateral of the New Subsidiary.  Each reference to a Grantor in the Security and Pledge Agreement shall be deemed to include the New Subsidiary.  The Security and Pledge Agreement is hereby incorporated herein by reference.

SECTION 2.  The New Subsidiary represents and warrants that this Supplement (a) has been duly authorized by all necessary organization and, if required equity holder action, and (b) has been duly executed and delivered by the New Subsidiary and constitutes a legal, valid and binding obligation of the New Subsidiary, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.  The New Subsidiary hereby irrevocably authorizes the Collateral Agent (or its designee) at any time and from time to time (a) to file in any relevant jurisdiction any financing statements with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as “all assets, whether now owned or hereafter acquired” of the New Subsidiary or words of similar effect or of a lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the UCC for the filing of any financing statement or amendment, and (b) to file with the United States Patent and Trademark Office or the United States Copyright Office such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the New Subsidiary pursuant to Section 3.01(a) of the Security and Pledge Agreement and this Supplement.  The New Subsidiary agrees to provide the information required for any such filing to the Collateral Agent promptly upon request.  The New Subsidiary also ratifies its authorization for the Collateral Agent (or its designee) to file in any relevant jurisdiction or

filing office any of the foregoing financing statements, documents or amendments thereto if filed prior to the date of this Supplement.

SECTION 4.  As of the date of this Supplement, Schedule I sets forth a true and complete list, with respect to the New Subsidiary, of (a) all the Pledged Equity Interests owned by the New Subsidiary, the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity Interests owned by the New Subsidiary, and, in the case of any certificated Pledged Equity Interests, the certificate number (and number of units represented by each such certificate) for any certificate evidencing such Pledged Equity Interests, and (b) all the Pledged Debt Securities owned by the New Subsidiary.  Schedule II sets forth, as of the date of this Supplement, a true and complete list, with respect to the New Subsidiary, of each Commercial Tort Claim in respect of which a complaint or counterclaim has been filed by the New Subsidiary for which the New Subsidiary has determined that it reasonably expects to recover at least $5,000,000, including a summary description of such claim.  Schedule III sets forth, as of the date of this Supplement, a true and correct list, with respect to the New Subsidiary, of (i) all Patents that have been granted by the United States Patent and Trademark Office and Patents for which United States applications are pending, (ii) all Copyrights that have been registered with the United States Copyright Office and Copyrights for which United States registration applications are pending, (iii) all Trademarks that have been registered with the United States Patent and Trademark Office and Trademarks for which United States registration applications are pending, and (iv) all United States exclusive Copyright Licenses under which the New Subsidiary is a licensee, as applicable, specifying, with respect to any such Patents, Copyrights or Trademarks, the name of the registered owner, title or type of mark, registration or application number, and registration date (if already registered) or filing date, and with respect to any such exclusive Copyright Licenses, the licensee, licensor and date of such license agreement.  Schedule IV sets forth, as of the date of this Supplement, the name of jurisdiction of organization of, and the percentage of each class of Equity Interests owned by, the owner(s) of the Equity Interests of the New Subsidiary.  Schedule V sets forth, as of the date of this Supplement, the New Subsidiary’s (A) exact legal name, (B) any former legal names in the four (4) months prior to the date of this Supplement, if any, (C) jurisdiction of its incorporation or organization, as applicable, (D) type of organization, (E) jurisdictions in which the New Subsidiary is qualified to do business, (F) chief executive office address, (G) principal place of business address, (H) U.S. federal taxpayer identification number, and (I) organization identification number.

SECTION 5.  This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Supplement by fax or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Supplement.  Subject to Section 6.11 of the Security and Pledge Agreement, this Supplement may be in the form of an Electronic Record and may be executed using Electronic Signatures (including facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record.  This Supplement may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Supplement.  For the avoidance of doubt, the authorization under this paragraph may include use or acceptance by the Collateral Agent of a manually signed paper Communication which has been converted into electronic form (such as scanned into .pdf), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention.

SECTION 6.  Any provision of this Supplement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions

hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 7.  All communications and notices hereunder shall be in writing and given as provided in Section 6.01 of the Security and Pledge Agreement.

SECTION 8.  The terms of Section 6.13 of the Security and Pledge Agreement with respect to acknowledgement regarding any Supported QFCs is incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

SECTION 9.  This Supplement shall be construed in accordance with and governed by the law of the State of New York.  The provisions of Sections 6.08(b), (c), and (d) and Section 6.09 of the Security and Pledge Agreement are hereby incorporated by reference herein as if set forth in full force herein, mutatis mutandis.

[Signature Pages Follow]

IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this Supplement as of the day and year first above written.

[schedules to Supplement to be added by New Subsidiary]

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